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As filed with the Securities and Exchange Commission on July 13, 2022
Registration No. 333-258423
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
AMENDMENT NO. 6
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
Aurora Acquisition Corp.
(1)
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Cayman Islands
(1)
 
73709
 
N/A
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
20 North Audley Street
London W1K 6LX, United Kingdom, +44 20 3931 9785
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
MaplesFS
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
 
Carl P. Marcellino
Elizabeth Todd
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036-8704
(212)
596-9000
 
and
 
 
Michael Johns
Maples and Calder
P.O. Box 309, Ugland House
Grand Cayman
KY1-1104

Cayman Islands
Tel: (345)
949-8066
 
Mitchell S. Eitel
Sarah P. Payne
Jared M. Fishman
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212)
558-4000
Adam Eastell
Derek Liu
Baker McKenzie LLP
100 New Bridge Street
London EC4V 6JA
United Kingdom
+44 20 7919 1000
 
 
 
 
Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer      Accelerated filer  
       
Non-accelerated
filer
     Smaller reporting company  
       
         Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act
Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)  ☐
Exchange Act
Rule 14d-l(d)
(Cross-Border Third-Party Tender Offer)  ☐
 
(1)
Immediately prior to the consummation of the Mergers described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Aurora Acquisition Corp., a Cayman Islands exempted company (“Aurora”), intends to effect a deregistration under Article 206 of the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Aurora’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by Aurora (after the Domestication), the continuing entity following the Domestication, which will be renamed “Better Home & Finance Holding Company” upon the consummation of the Mergers, as further described in the proxy statement/prospectus. As used herein, “Better Home & Finance Holding Company” or “Better Home & Finance” refers to Aurora after the Domestication and/or the consummation of the Mergers, including after such change of name, as applicable.
 
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.
 
 
 

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SUBJECT TO COMPLETION, DATED JULY 13, 2022
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING IN LIEU OF 2022 ANNUAL MEETING OF
AURORA ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR SHARES OF CLASS A COMMON STOCK, SHARES OF CLASS B COMMON STOCK, SHARES OF CLASS C COMMON STOCK, AND REDEEMABLE WARRANTS OF AURORA ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “BETTER HOME & FINANCE HOLDING COMPANY” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN
 
 
The board of directors of Aurora Acquisition Corp., a Cayman Islands exempted company (“Aurora” and, after the Domestication and/or the Business Combination, as described below, “Better Home & Finance Holding Company” or “Better Home & Finance”), has unanimously approved (1) the domestication of Aurora as a Delaware corporation (the “Domestication”); (2) each of the mergers of (x) Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Aurora (“Merger Sub”), with and into Better Holdco, Inc., a Delaware corporation (“Better”) (the “First Merger”), with Better surviving the First Merger as a wholly owned subsidiary of Aurora and (y) Better with and into Aurora (the “Second Merger” and, together with the First Merger, the “Mergers”), with Aurora surviving the Second Merger, in each case, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 10, 2021, by and among Aurora, Merger Sub and Better, attached to this proxy statement/prospectus as Annex A (including, where applicable, as amended by the first, second and third amendments to the Merger Agreement, dated October 27, 2021, November 9, 2021 and November 30, 2021, respectively, copies of which are attached to this proxy statement/prospectus as Annexes A-1, A-2 and A-3, the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Business Combination, Aurora will change its name to “Better Home & Finance Holding Company.”
As a result of and upon the effective time of the Domestication, among other things, (1) each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Aurora (the “Aurora Class A ordinary shares”) will convert automatically, on a
one-for-one
basis, into a share of Class A common stock, par value $0.0001 per share, of Better Home & Finance (the “Better Home & Finance Class A common stock”); (2) each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Aurora (the “Better Home & Finance Class B common stock”), will convert automatically, on a
one-for-one
basis, into a share of Better Home & Finance Class A common stock; (3) the terms of the Better Home & Finance Class B common stock will be modified to, among other things, provide that each share of Better Home & Finance Class B common stock will carry three votes per share; (4) a new class of
non-voting
common stock, the Better Home & Finance Class C common stock, par value $0.0001 per share, will be created (the “Better Home & Finance Class C common stock”) and a sufficient number of shares thereof authorized to effect the transactions contemplated under the Merger Agreement and under the Ancillary Agreements; (5) each then-issued and outstanding warrant of Aurora will convert automatically into a Better Home & Finance Warrant (as defined herein), pursuant to the Warrant Agreement; and (6) each then-issued and outstanding Aurora unit will separate automatically into one share of Better Home & Finance Class A common stock and
one-quarter
of one Better Home & Finance Warrant. Accordingly, this proxy statement/prospectus covers (1) 24,300,287 shares of Better Home & Finance Class A common stock to be issued to the shareholders of Aurora in the Domestication and (2) 6,075,072 Better Home & Finance Warrants to be issued to the shareholders of Aurora in the Domestication.
The stock consideration will consist of a number of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock equal to (A) 690,000,000, minus (B) the aggregate amount of Better Home & Finance Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of the Better Awards (as defined below) (the “Stock Consideration”). As a result of and upon the Closing (as defined below), among other things and as described further in the immediately succeeding paragraph, (i) all outstanding shares of Better common stock as of immediately prior to the effective time of the First Merger will be cancelled in exchange for the right to receive the Stock Consideration; (ii) all Better Awards outstanding as of immediately prior to the effective time of the First Merger will be converted, based on the Exchange Ratio, into awards based on shares of Better Home & Finance Class B common stock; and (iii) all existing warrants to purchase shares of capital stock of Better (“Better Warrants”) outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Stock Consideration or be converted, based on the Exchange Ratio, into warrants to purchase shares of Better Home & Finance Class A common stock (“Better Home & Finance Warrants”). The portion of the Stock Consideration reflecting the conversion of the Better Awards is calculated assuming that the exercise price for all Better Options is paid on a
net-exercise
basis (although the exercise price thereof may by their terms be paid in cash, resulting in additional dilution). In connection with the Mergers, Better Stockholders will have the ability to receive the stock portion of the Stock Consideration in the form of Better Home & Finance Class B common stock or in the form of Better Home & Finance Class C common stock. In addition, any Better Stockholder that is a bank holding company will be entitled to elect to receive Better Home & Finance Class A common stock in lieu of Better Home & Finance Class B common stock. The Better Home & Finance Class B common stock will have the same economic terms as the Better Home & Finance Class A common stock, but the Better Home & Finance Class B common stock will carry three votes per share while the Better Home & Finance Class A common stock will carry one vote per share. The Better Home & Finance Class C common stock will have the same economic terms as the Better Home & Finance Class A common stock and Better Home & Finance Class B common stock, but the Better Home & Finance Class C common stock will carry no voting rights except as required by applicable law or as provided in the Proposed Certificate of Incorporation (as defined below).
With respect to the Better Awards, all (i) options to purchase shares of Better common stock (“Better Options”), (ii) restricted stock units based on shares of Better common stock (“Better RSUs”) and (iii) restricted shares of Better common stock (“Better Restricted Stock Awards”) outstanding as of immediately prior to the Mergers (together, the “Better Awards”) will be converted into (a) options to purchase shares of Better Home & Finance Class B common stock (“Better Home & Finance Options”), (b) restricted stock units based on shares of Better Home & Finance Class B common stock (“Better Home & Finance RSUs”) and (c) restricted shares of Better Home & Finance Class B common stock (“Better Home & Finance Restricted Stock Awards”), respectively. In addition, Better Warrants outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Stock Consideration or be converted into Better Home & Finance Warrants. Accordingly, this proxy statement/prospectus also relates to the issuance by Better Home & Finance of up to [        ] shares of Better Home & Finance Class B common stock in respect of [        ] Better RSUs outstanding as of immediately prior to the effective time of the First Merger, up to [        ] shares of Better Home & Finance Class B common stock in respect of [        ] Better Restricted Stock Awards outstanding as of immediately prior to the effective time of the First Merger, up to [        ] shares of Better Home & Finance Class B common stock upon the exercise following the Mergers of Better Home & Finance Options converted in respect of [        ] Better Options outstanding as of immediately prior to the effective time of the First Merger, and up to [        ] shares of Better Home & Finance Class A common stock and [        ] shares of Better Home & Finance Class B common stock in respect of [        ] Better Warrants outstanding as of immediately prior to the effective time of the First Merger, which will either be exercised or convert to Better Home & Finance Warrants following the Mergers (this assumes the pro forma ownership assumptions (as defined herein) as of [        ], 2022 and also assumes the First Merger is effective as of [                    ], 2022). For more information, see sections entitled “
BCA Proposal—The Merger Agreement—Consideration—Treatment of Better Options, Restricted Stock Awards, Restricted Stock Unit Awards
and Better Warrants
” and “Description of Better Home & Finance’s Securities—Authorized Capitalization.”
The Aurora units, Aurora Class A ordinary shares and Aurora warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “AURCU,” “AURC” and “AURCW,” respectively. Aurora will apply for listing, to be effective at the time of the Business Combination, of the Better Home & Finance Class A common stock and Better Home & Finance Warrants on Nasdaq under the proposed symbols “BETR” and “BETRW,” respectively. It is a condition of the consummation of the Business Combination described above that Aurora receives confirmation from Nasdaq that the securities have been conditionally approved for listing on Nasdaq, but there can be no assurance such listing conditions will be met or that Aurora will obtain such confirmation from Nasdaq. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the applicable parties.
 
 
This proxy statement/prospectus provides shareholders of Aurora with detailed information about the proposed business combination and other matters to be considered at the extraordinary general meeting in lieu of the 2022 annual meeting of Aurora. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “
” beginning on page 81 of this proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated [                    ], 2022, and is first being mailed to Aurora’s shareholders on or about [                    ], 2022.

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AURORA ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 366813)
20 North Audley Street
London W1K 6LX
United Kingdom
Dear Aurora Acquisition Corp. Shareholders:
You are cordially invited to attend the extraordinary general meeting in lieu of the 2022 annual meeting (the “extraordinary general meeting”) of Aurora Acquisition Corp., a Cayman Islands exempted company (“Aurora”), at [        ] [a.m./p.m.], Eastern Time, on [                    ], 2022, at [    ], or virtually via live webcast at [    ], or at such other time, on such other date and at such other place to which the meeting may be adjourned.
At the extraordinary general meeting, Aurora shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “BCA Proposal,” to approve and adopt the Agreement and Plan of Merger, dated as of May 10, 2021 (as the same may be amended, the “Merger Agreement”), by and among Aurora, Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Aurora (“Merger Sub”), and Better Holdco, Inc., a Delaware corporation (“Better”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of Aurora to Delaware, the mergers of (x) Merger Sub with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora (the “First Merger”), and (y) Better with and into Aurora, with Aurora surviving the merger (the “Second Merger” and, together with the First Merger, the “Mergers”), in each case in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in the accompanying proxy statement/prospectus.
As a condition to the consummation of the Mergers, the board of directors of Aurora has unanimously approved a change of Aurora’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Mergers, the “Business Combination”). As described in this proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination and Domestication, Aurora will change its name to “Better Home & Finance Holding Company.” As used in the accompanying proxy statement/prospectus, “Better Home & Finance Holding Company” or “Better Home & Finance” refers to Aurora after the Domestication and/or the Business Combination, including after such change of name, as applicable.
As a result of and upon the effective time of the Domestication, (1) each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Aurora (the “Aurora Class A ordinary shares”) will convert automatically, on a
one-for-one
basis, into a share of Class A common stock, par value $0.0001 per share, of Better Home & Finance (the “Better Home & Finance Class A common stock”), (2) each of the
then-issued
and outstanding Class B ordinary shares, par value $0.0001 per share, of Aurora (the “Aurora Class B ordinary shares”) will convert automatically, on a
one-for-one
basis, into a share of Better Home & Finance Class A common stock, (3) the terms of the Better Home & Finance Class B common stock will carry three votes, (4) a new class of
non-voting
stock, the Better Home & Finance Class C common stock, par value $0.0001 per share, will be created (the “Better Home & Finance Class C common stock”) and a sufficient number of shares thereof authorized to effect the transactions contemplated under the Merger Agreement and under the Ancillary Agreements, (5) each then-issued and outstanding warrant of Aurora will convert automatically into a Better Home & Finance Warrant, pursuant to the Warrant Agreement and (6) each then-issued and outstanding Aurora unit will separate automatically into one share of Better Home & Finance Class A common stock and
one-quarter
of one Better Home & Finance Warrant. As used herein, “public shares” will mean the Aurora Class A ordinary shares (including those that underlie the Aurora units) that were registered pursuant to the Registration Statements on Form
S-1
(333-253106)
and the shares of Better Home & Finance

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Class A common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see the section entitled “
Domestication Proposal
.”
You will also be asked to consider and vote upon (1) four separate proposals to approve the Cayman Constitutional Documents being amended and restated by their the deletion in their entirety and the substitution in their place of the proposed certificate of incorporation and bylaws of Aurora together with material differences between Aurora’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of Aurora (collectively, the “Organizational Documents Proposals”), (2) a proposal to approve, for purposes of complying with the applicable provisions of Section 5635 of the Nasdaq Listed Company Manual, the issuance of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock, as applicable, to (a) the Pre-Closing Bridge Investors, including the Sponsor, pursuant to (i) the Pre-Closing Bridge Financing (as defined herein) and (ii) the issuance of the shares of Better Home & Finance Class A common stock upon the conversion of the Post-Closing Convertible Notes (as defined herein) and (b) the Better Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (3) a proposal to approve and adopt the 2022 Incentive Equity Plan (the “Incentive Equity Plan Proposal”), (4) a proposal to approve and adopt the 2022 Employee Stock Purchase Plan (the “ESPP Proposal”) and (5) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). In addition, Aurora Class B ordinary shareholders will be asked to vote on a proposal to elect [    ] directors who, upon consummation of the Business Combination, will be the directors of Better Home & Finance (the “Director Election Proposal”). The Business Combination will be consummated only if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
As a result of and upon the Closing, among other things, all outstanding shares of Better common stock as of immediately prior to the effective time of the First Merger will be cancelled in exchange for the right to receive, except as described under “
BCA Proposal—Related Agreements—SoftBank Subscription Agreement
,” shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock, as applicable, which in the aggregate will equal a number of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock equal to (A) 690,000,000, minus (B) the aggregate amount of Better Home & Finance Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of the Better Awards (the “Stock Consideration”). As a result of and upon the Closing (as defined below), among other things, (i) all outstanding shares of Better common stock as of immediately prior to the effective time of the First Merger will be cancelled in exchange for the right to receive the Stock Consideration; (ii) all Better Awards outstanding as of immediately prior to the effective time of the First Merger will be converted, based on the Exchange Ratio, into awards based on shares of Better Home & Finance Class B common stock; and (iii) all Better Warrants outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Stock Consideration or be converted, based on the Exchange Ratio, into warrants to purchase shares of Better Home & Finance Class A common stock. The portion of the Stock Consideration reflecting the conversion of the Better Awards is calculated assuming that the exercise price for all Better Options is paid on a
net-exercise
basis (although the exercise price thereof may by their terms be paid in cash, resulting in additional dilution). The total amount of cash and shares will not be adjusted or increased for additional equity issuances by Better, which are permitted prior to Closing of the Business Combination under the terms of the Merger Agreement.

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In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the date of Closing (the “Closing Date”). For additional information, see the section entitled “
BCA Proposal—Related Agreements
” in the accompanying proxy statement/prospectus.
Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of public shares, which excludes shares held by Novator Capital Sponsor Ltd., a Cyprus limited liability company (the “Sponsor”), may request that Aurora redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company (“Continental”), Aurora’s transfer agent, Better Home & Finance will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Better Home & Finance Class A common stock that will be redeemed immediately after consummation of the Business Combination. See the section entitled “
Extraordinary General Meeting of Aurora—Redemption Rights
” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and the Major Aurora Shareholders (consisting of Shravin Mittal who owns his shares through Unbound HoldCo Ltd. and is also a member of the board of directors of Aurora) have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Aurora Holder Support Agreement, dated as of May 10, 2021, a copy of which is attached as Annex E to this proxy statement/prospectus (the “Aurora Holder Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the
per-share
redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and Shravin Mittal who owns his shares through Unbound HoldCo Ltd. own 23.1% and 6.2% of the issued and outstanding ordinary shares, respectively.
The Merger Agreement provides that the obligations of Better to consummate the Mergers are conditioned on, among other things, the occurrence of each of (i) funding of $750,000,000 pursuant to that certain agreement (the “Pre-Closing Bridge Note Purchase Agreement”), dated as of November 30, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex Q, which was completed on December 2, 2021, (ii) the entry into definitive documentation for $750,000,000 of Post-Closing Convertible Notes as provided for in the SoftBank Subscription Agreement and the Sponsor Subscription Agreement, each as amended (such total amount, the “Minimum Available Cash Amount” and such condition, the “Minimum Cash Condition”) (see section entitled “
BCA Proposal
” for more information) and (iii) pursuant to the Cayman Constitutional Documents, Aurora’s net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) will be at least $5,000,001.

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The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including the absence of a material adverse effect on Better and the approval of the Merger Agreement and the transactions contemplated thereby, by (a) the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding Better Capital Stock voting as a single class and on an
as-converted
basis, (b) the affirmative vote or written consent of the holders of at least a majority of the voting power of each of the outstanding shares of Better voting preferred stock, each voting as a single class, and (c) the affirmative vote or written consent of the holders of at least (i) a majority of the voting power of the outstanding shares of Better preferred stock (other than the series
C-7
preferred stock and series
D-3
preferred stock), voting as a single class and (ii) a majority of the voting power of the outstanding shares of series D preferred stock, series
D-2
preferred stock and series
D-4
preferred stock, voting as a single class, in each case in clauses (a) through (c), in accordance with the terms and subject to the conditions of Better’s Governing Documents and applicable law. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
Aurora is providing the accompanying proxy statement/prospectus and accompanying proxy card to Aurora’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by Aurora’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus.
Whether or not you plan to attend the extraordinary general meeting, all of Aurora’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “
” beginning on page 81 of this proxy statement/prospectus.
After careful consideration, the board of directors of Aurora has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Aurora’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Aurora, you should keep in mind that Aurora’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination”
in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least
two-thirds
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of holders of at least a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the terms of the Cayman Constitutional Documents, only the holders of the Aurora Class B ordinary shares are entitled to vote on the Director Election Proposal.
Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

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If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker
non-vote
will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person or virtually.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO AURORA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of Aurora’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Arnaud Massenet
Chief Executive Officer
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated [                    ], 2022 and is first being mailed to shareholders on or about [                    ], 2022.

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AURORA ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 366813)
20 North Audley Street
London W1K 6LX
United Kingdom
NOTICE OF EXTRAORDINARY GENERAL MEETING IN LIEU OF 2022 ANNUAL MEETING
TO BE HELD ON [    ], 2022
TO THE SHAREHOLDERS OF AURORA ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of the 2022 annual meeting (the “extraordinary general meeting”) of Aurora Acquisition Corp., a Cayman Islands exempted company, company number 366813 (“Aurora”), will be held at [    ] [a.m./p.m.], Eastern Time, on [    ], 2022, at [    ], or virtually via live webcast at [    ]. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:
 
   
Proposal No. 1—The BCA Proposal
—to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of May 10, 2021 (as the same may be amended, the “Merger Agreement”), by and among Aurora, Merger Sub and Better, a copy of which is attached to this proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the mergers of (x) Merger Sub with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora, and (y) Better with and into Aurora, with Aurora surviving the merger, in each case, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (the “BCA Proposal”);
 
   
Proposal No. 2—The Domestication Proposal
—to consider and vote upon a proposal to approve by special resolution, the change of Aurora’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Mergers, the “Business Combination”) (the “Domestication Proposal”);
 
   
Proposal No.
 3—Organizational Documents Proposals
—to consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution Aurora’s Amended and Restated Memorandum and Articles of Association being amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”), together with the following material differences between Aurora’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Better Home & Finance Holding Company (a corporation incorporated in the State of Delaware), and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”), attached as Annex C to this proxy statement/prospectus.
 
   
Proposal No. 3a—Organizational Documents Proposal A
—to authorize by ordinary resolution the change in the authorized share capital of Aurora from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “Aurora Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Aurora Class B ordinary shares” and, together with the Aurora Class A ordinary shares, the “Aurora ordinary shares”), and 5,000,000 preference shares, par value $0.0001 per share (the “Former preference shares”), to 1,750,000,000 shares of Class A common stock, par value $0.0001 per share (the “Better Home & Finance Class A common stock”), 600,000,000 shares of Class B common stock, par value $0.0001 per share (the “Better Home & Finance Class B common stock”), 800,000,000 shares of Class C common stock, par value $0.0001 per share (the “Better

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Home & Finance Class C common stock”), and 100,000,000 shares of preferred stock, par value $0.0001 per share (the Better Home & Finance preferred stock”) (this proposal is referred to herein as “Organizational Documents Proposal A”);
 
   
Proposal No. 3b—Organizational Documents Proposal B
—to authorize by ordinary resolution the board of directors of Better Home & Finance to issue any or all shares of Better Home & Finance preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Board and as may be permitted by the DGCL (this proposal is referred to herein as “Organizational Documents Proposal B”);
 
   
Proposal No. 3c—Organizational Documents Proposal C
—to provide by ordinary resolution that (i) holders of shares of Better Home & Finance Class A common stock will be entitled to cast one vote per share of Better Home & Finance Class A common stock, (ii) holders of shares of Better Home & Finance Class B common stock will be entitled to cast three votes per share of Better Home & Finance Class B common stock and (iii) holders of shares of Better Home & Finance Class C common stock will not be entitled to vote and will not have any voting rights other than as provided by applicable law or the Proposed Certificate of Incorporation, as applicable, on each matter properly submitted to Better Home & Finance shareholders entitled to vote (this proposal is referred to herein as “Organizational Documents Proposal C”);
 
   
Proposal No. 3d—Organizational Documents Proposal D
—to authorize by ordinary resolution all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex B and Annex D, respectively), including (1) changing the corporate name from “Aurora Acquisition Corp.” to “Better Home & Finance Holding Company” in connection with the Business Combination, (2) making Better Home & Finance’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, (4) opting out of the provisions of Section 203 of the DGCL and (5) removing certain provisions related to Aurora’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Aurora’s board of directors believes is necessary to adequately address the needs of Better Home & Finance after the Business Combination (this proposal is referred to herein as “Organizational Documents Proposal D”);
 
   
Proposal No. 4—Director Election Proposal
—for holders of Aurora Class B ordinary shares, to consider and vote upon a proposal by ordinary resolution, assuming the BCA Proposal, the Domestication Proposal and the Organizational Documents Proposals are approved, to elect [    ] directors who, upon consummation of the Business Combination, will be the directors of Better Home & Finance (this proposal is referred to herein as the “Director Election Proposal”);
 
   
Proposal No. 5—The Stock Issuance Proposal
—to consider and vote upon a proposal to approve by ordinary resolution the issuance of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock and/or Better Home & Finance Class C common stock, as applicable, to (a) the Pre-Closing Bridge Investors, including the Sponsor, pursuant to (i) the Pre-Closing Bridge Financing (as defined herein) and (ii) the issuance of the shares of Better Home & Finance Class A common stock upon the conversion of the Post-Closing Convertible Notes (as defined herein) and (b) the Better Stockholders pursuant to the Merger Agreement (this proposal is referred to herein as the “Stock Issuance Proposal”);
 
   
Proposal No. 6—The Incentive Equity Plan Proposal
—to consider and vote upon a proposal to approve by ordinary resolution the 2022 Incentive Equity Plan (this proposal is referred to herein as the “Incentive Equity Plan Proposal”);
 
   
Proposal No. 7—The ESPP Proposal
—to consider and vote upon a proposal to approve by ordinary resolution the 2022 Employee Stock Purchase Plan (this proposal is referred to herein as the “ESPP Proposal”); and
 
   
Proposal No. 8—The Adjournment Proposal
—to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further

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solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (this proposal is referred to herein as the “Adjournment Proposal”).
Each of Proposals No. 1 through 7 is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business on [                    ], 2022 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. The extraordinary general meeting will also be held virtually and will be conducted via live webcast at the following address: [    ].
This proxy statement/prospectus and accompanying proxy card is being provided to Aurora’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting.
Whether or not you plan to attend in person or virtually the extraordinary general meeting, all of Aurora’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “
” beginning on page 81 of this proxy statement/prospectus.
After careful consideration, the board of directors of Aurora has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Aurora’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Aurora, you should keep in mind that Aurora’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination”
in this proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Cayman Constitutional Documents, a holder of public shares (as defined herein) (a “public shareholder”) may request of Aurora that Better Home & Finance redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)    (a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)    submit a written request to Continental, Aurora’s transfer agent, that Better Home & Finance redeem all or a portion of your public shares for cash; and
(iii)    deliver your public shares to Continental, Aurora’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [        ] [a.m./p.m.], Eastern Time, on [                    ], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account

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at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Aurora’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.
If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Aurora’s transfer agent, Better Home & Finance will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Better Home & Finance Class A common stock that will be redeemed promptly after consummation of the Business Combination. See the section entitled “
Extraordinary General Meeting of Aurora—Redemption Rights
” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Novator Capital Sponsor Ltd., a company organized under the laws of Cyprus and shareholder of Aurora (the “Sponsor”), and Unbound HoldCo Ltd., each a Major Aurora Shareholder, have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Aurora Holder Support Agreement, dated as of May 10, 2021, a copy of which is attached to this proxy statement/prospectus as Annex E (the “Aurora Holder Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the
per-share
redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor (including Aurora’s independent directors and affiliates) owns 30.1% of the issued and outstanding ordinary shares and have committed to vote their shares for the Business Combination.
The Merger Agreement provides that the obligations of Better to consummate the Mergers are conditioned on, among other things, the occurrence of each of (i) funding of $750,000,000 pursuant to that certain agreement (the “Pre-Closing Bridge Note Purchase Agreement”), dated as of November 30, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex Q, which was completed on December 2, 2021, (ii) the entry into definitive documentation for $750,000,000 of convertible notes (the “Post-Closing Convertible Notes”) as provided for in the SoftBank Subscription Agreement and the Sponsor Subscription Agreement, each as amended (such total amount, the “Minimum Available Cash Amount” and such condition, the “Minimum Cash Condition”) (see section entitled “
BCA Proposal
” for more information) and (iii) pursuant to the Cayman Constitutional Documents, Aurora’s net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) will be at least $5,000,001.
The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus including the absence of a material adverse effect on Better and the approval of the Merger Agreement and the transactions contemplated thereby, by (a) the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding

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Better Capital Stock voting as a single class and on an
as-converted
basis, (b) the affirmative vote or written consent of the holders of at least a majority of the voting power of each of the outstanding shares of Better voting preferred stock, each voting as a single class, and (c) the affirmative vote or written consent of the holders of at least (i) a majority of the voting power of the outstanding shares of Better preferred stock (other than the series
C-7
preferred stock and series
D-3
preferred stock), voting as a single class and (ii) a majority of the voting power of the outstanding shares of series D preferred stock, series
D-2
preferred stock and series
D-4
preferred stock, voting as a single class, in each of clauses (a) through (c), in accordance with the terms and subject to the conditions of Better’s Governing Documents and applicable law. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least
two-thirds
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the Cayman Constitutional Documents, prior to the consummation of a business combination (as defined therein), only the holders of the Aurora Class B ordinary shares are entitled to vote on the Director Election Proposal.
Your vote is very important
. Whether or not you plan to attend in person or virtually the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker
non-vote
will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Okapi Partners LLC (“Okapi Partners”), our proxy solicitor, by calling (888) 785-6673, or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors of Aurora Acquisition Corp., [                    ], 2022
Arnaud Massenet
Chief Executive Officer

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO AURORA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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F-1
 
 
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ANNEXES
 
 
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REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.
You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning Aurora, without charge, by written request to Secretary at Aurora Acquisition Corp., 20 North Audley Street, London W1K 6LX, United Kingdom, or by telephone request at +44 (0)20 3931 9785; or Okapi Partners, Aurora’s proxy solicitor, by calling (888) 785-6673, or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com, or from the SEC through the SEC website at the address provided above.
In order for Aurora’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting in lieu of the 2022 annual meeting (the “extraordinary general meeting”) of Aurora to be held on [                    ], 2022, you must request the information no later than [                    ], 2022, five business days prior to the date of the extraordinary general meeting.
TRADEMARKS
This document contains references to trademarks, service marks and trade names belonging to other entities. Solely for convenience, trademarks, service marks and trade names referred to in this proxy statement/prospectus may appear without the
®
or TM symbols, but such references are not intended to indicate, in any way, that the applicable trademark, service mark or trade name owner or licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, service marks or trade names. Aurora does not intend its use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of Aurora by, any other companies.
SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:
 
   
“2020 Credit Facility” are to the amended and restated loan and security agreement, dated as of March 25, 2020, with certain lenders, and Biscay GSTF III, LLC, as agent for such lenders, which amended and restated the loan and security agreement, dated as of March 29, 2019, to provide for a $150.0 million secured term loan facility, which was subsequently amended on November 19, 2021 to provide for an additional asset-backed revolving credit facility in an aggregate principal amount of $100 million (the “2021 Revolver”);
 
   
“2022 Plan” are to the Better Home & Finance 2022 Incentive Equity Plan attached to this proxy statement/prospectus as Annex O;
 
   
“Aggregate Fully Diluted Better common shares” are to, without duplication, (a) the aggregate number of shares of Better common stock that are (i) issued and outstanding immediately prior to the First Effective Time (including any Better Restricted Stock Awards) or (ii) issuable upon, or subject to, the settlement of Better Options and Better RSUs (in each case, whether or not then vested or exercisable) and Better Warrants, in each case, that are issued and outstanding immediately prior to the First Effective Time, or (iii) issued or to be issuable in connection with the conversion of Better preferred stock pursuant to the Preferred Stock Conversion, minus
(b) the Treasury Shares (as defined in the Merger Agreement) outstanding immediately prior to the First Effective Time, minus
(c) a number of
 
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shares equal to the Aggregate Exercise Price (as defined in the Merger Agreement) divided by
the Per Share Merger Consideration;
provided
, that any Better Option or Better Warrant with an exercise price equal to or greater than the Per Share Merger Consideration will not be counted for purposes of determining the number of Aggregate Fully Diluted Better common shares. For the avoidance of doubt, any Better common stock to be issued pursuant to the Pre-Closing Bridge Note Purchase Agreement shall not be counted for purposes of determining the number of Aggregate Fully Diluted Better common shares;
 
   
“Agreement End Date” are to September 30, 2022, as may be extended pursuant to the Merger Agreement;
 
   
“Ancillary Agreements” are to the Confidentiality Agreement, dated as of March 15, 2021, between Aurora and Better or its Affiliate (the “Confidentiality Agreement”), the Aurora Holder Support Agreement, the Better Holder Support Agreement, the Subscription Agreements, the Sponsor Letter and the IPO Insider Letter Agreement (as defined in the Merger Agreement), collectively;
 
   
“Aurora” are to Aurora Acquisition Corp. prior to its domestication as a corporation in the State of Delaware;
 
   
“Aurora Class A ordinary shares” are to Aurora’s Class A ordinary shares, par value $0.0001 per share;
 
   
“Aurora Class B ordinary shares” are to Aurora’s Class B ordinary shares, par value $0.0001 per share;
 
   
“Aurora Holder Support Agreement” are to that certain Aurora Holder Support Agreement, dated May 10, 2021, by and among the Sponsor, Aurora, Better and Unbound Holdco Ltd., attached to this proxy statement/prospectus as Annex E;
 
   
“Aurora private warrants” are to the Aurora private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of Better Home & Finance issued as a matter of law upon the conversion thereof at the time of the Domestication;
 
   
“Aurora public shareholders” are to holders of public shares, whether acquired in Aurora’s initial public offering or acquired in the secondary market;
 
   
“Aurora public shares” are to the Aurora Class A ordinary shares (including those that underlie the units) that were offered and sold by Aurora in its initial public offering and registered pursuant to the IPO Registration Statement or the shares of Better Home & Finance Class A common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as the context requires;
 
   
“Aurora public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by Aurora in its initial public offering and registered pursuant to the IPO Registration Statement or the redeemable warrants of Better Home & Finance issued as a matter of law upon the conversion thereof at the time of the Domestication, as the context requires;
 
   
“Aurora units” and “units” are to the units of Aurora, each unit representing one Aurora Class A ordinary share and
one-quarter
of one redeemable warrant to acquire one Aurora Class A ordinary share, that were offered and sold by Aurora in its initial public offering and registered pursuant to the IPO Registration Statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);
 
   
“Backstop Purchase” are to the backstop that the Sponsor agreed to provide under the Redemption Subscription Agreement, dated as of May 10, 2021 (attached to this proxy statement/prospectus as Annex J), which was subsequently eliminated by the Redemption Subscription Termination, dated as of November 30, 2021 (attached to this proxy statement/prospectus as Annex J-1), such that the Sponsor has no longer subscribed for, and is not committed to purchase, the number of shares of Better Home & Finance Class A common stock equal to the Shortfall;
 
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“Better” are to, unless otherwise specified or the context otherwise requires, Better Holdco, Inc. and/or its subsidiaries, or any of them;
 
   
“Better Awards” are to Better Options, Better RSUs and Better Restricted Stock Awards;
 
   
“Better Capital Stock” are to the shares of the Better common stock and the Better preferred stock;
 
   
“Better Class B common stock” are to shares of Better Class B common stock, par value $0.0001 per share;
 
   
“Better common stock” are to shares of Better common stock, par value $0.0001 per share;
 
   
“Better Holder Support Agreement” are to that certain Better Holder Support Agreement, dated May 10, 2021, by and among certain holders of Better Capital Stock, certain directors and all executive officers of Better;
 
   
“Better Home & Finance” are to Aurora after the Domestication and/or the Business Combination, including its name change from Aurora Acquisition Corp. to “Better Home & Finance Holding Company,” as applicable;
 
   
“Better Home & Finance Class A common stock” are to shares of Better Home & Finance Class A common stock, par value $0.0001 per share, which will be entitled to one vote per share;
 
   
“Better Home & Finance Class B common stock” are to shares of Better Home & Finance Class B common stock, par value $0.0001 per share, which will be entitled to three votes per share;
 
   
“Better Home & Finance Class C common stock” are to shares of Better Home & Finance Class C common stock, par value $0.0001 per share, which will carry no voting rights except as required by applicable law or as provided in the Proposed Certificate of Incorporation;
 
   
“Better Home & Finance common stock” are to shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock and Better Home & Finance Class C common stock;
 
   
“Better Home & Finance Options” are to options to purchase shares of Better Home & Finance Class B common stock;
 
   
“Better Home & Finance Restricted Stock Awards” are to restricted shares of Better Home & Finance Class B common stock;
 
   
“Better Home & Finance RSUs” are to restricted stock units based on shares of Better Home & Finance Class B common stock;
 
   
“Better Home & Finance Warrants” are to warrants to purchase shares of Better Home & Finance Class A common stock;
 
   
“Better Material Adverse Effect” are to a Company Material Adverse Effect (as defined in the Merger Agreement);
 
   
“Better Plus” are to Better’s
non-mortgage
business line, which includes Better Settlement Services (title insurance and settlement services), Better Cover (homeowners insurance) and Better Real Estate (real estate agent services);
 
   
“Better Restricted Stock Awards” are to restricted shares of Better common stock;
 
   
“Better RSUs” are to restricted stock units based on shares of Better common stock;
 
   
“Better Stockholders” are to the common and preferred stockholders of Better and holders of Better Awards prior to the consummation of the Business Combination;
 
   
“Better Warrants” are to warrants to purchase shares of Better Capital Stock;
 
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“Business Combination” are to the Domestication together with the Mergers;
 
   
“Cayman Constitutional Documents” are to Aurora’s Amended and Restated Memorandum and Articles of Association (as amended from time to time);
 
   
“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (As Revised);
 
   
“Closing” are to the closing of the Business Combination;
 
   
“Closing Date” are to the date on which the Closing actually occurs;
 
   
“Company,” “we,” “us” and “our” are to Aurora prior to its domestication as a corporation in the State of Delaware and to Better Home & Finance after its domestication as a corporation incorporated in the State of Delaware, unless otherwise indicated in this proxy statement/prospectus;
 
   
“Condition Precedent Approvals” are to approval at the extraordinary general meeting of the Condition Precedent Proposals;
 
   
“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, and the ESPP Proposal, collectively;
 
   
“Continental” are to Continental Stock Transfer & Trust Company;
 
   
“COVID-19”
are to
SARS-CoV-2
or
COVID-19,
and any evolutions thereof;
 
   
“DGCL” are to the General Corporation Law of the State of Delaware;
 
   
“Domestication” are to the domestication of Aurora Acquisition Corp. as a corporation incorporated in the State of Delaware;
 
   
“DTC” are to The Depository Trust Company;
 
   
“ESPP” are to the 2022 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex P;
 
   
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
 
   
“Exchange Ratio” are to the quotient obtained by dividing
(a) 690,000,000 by
(b) the number of Aggregate Fully Diluted Better common shares;
 
   
“Fannie Mae” are to the U.S. Federal National Mortgage Association;
 
   
“FCPA” are to the United States Foreign Corrupt Practices Act;
 
   
“FHA” are to the U.S. Federal Housing Administration;
 
   
“First Effective Time” are to when the First Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed to by Aurora and Better in writing and specified in each of the First Merger Certificate;
 
   
“First Merger” are to the merger of Merger Sub with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora;
 
   
“First Merger Certificate” are to the certificate of merger with respect to the First Merger;
 
   
“founder shares” are to the Aurora Class B ordinary shares purchased by the Sponsor and certain directors of Aurora prior to the initial public offering, and the Aurora Class A ordinary shares that will be issued upon the conversion thereof;
 
   
“Freddie Mac” are to the Federal Home Loan Mortgage Corporation;
 
   
“FTC” are to the Federal Trade Commission;
 
 
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“Funded Loan Volume” are to the aggregate dollar amount of loans funded in a given period based on the principal amount of the loan at funding;
 
   
“GAAP” are to accounting principles generally accepted in the United States of America;
 
   
“Gain on Sale Margin” are to mortgage platform revenue, net, as presented on Better’s statements of operations and comprehensive income (loss), excluding origination fees received for loans originated on behalf of Better’s integrated relationship partner and not subsequently purchased by Better, divided by Funded Loan Volume, excluding volume for loans originated on behalf of Better’s integrated relationship partner and not subsequently purchased by Better. For clarity, Gain on Sale Margin represents the difference in value of Better’s loan production compared to the price received on the sale of such loan production and is not a measure of profitability based on the cost to produce such loans;
 
   
“Governing Documents” are to the legal document(s) by which any person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and bylaws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association;
 
   
“GSEs” are to government-sponsored enterprises, including Fannie Mae and Freddie Mac;
 
   
“Home Finance” are to Better’s mortgage business line, which is conducted by Better Mortgage Corporation;
 
   
“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
 
   
“initial public offering” are to Aurora’s initial public offering that was consummated on March 8, 2021;
 
   
“IPO Registration Statement” are to the Registration Statement on Form
S-1
(333-253106)
filed by Aurora in connection with its initial public offering, which became effective on March 3, 2021;
 
   
“IRS” are to the U.S. Internal Revenue Service;
 
   
“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;
 
   
“Major Aurora Shareholder” are to those certain shareholders of Aurora listed in and party to the Aurora Holder Support Agreement, consisting of Novator Capital Sponsor Limited and Shravin Mittal who owns his shares through Unbound HoldCo Ltd. and is also a member of the board of directors of Aurora;
 
   
“Major Better Stockholder” are to those certain directors, executive officers and holders of Better Capital Stock party to that certain Better Holder Support Agreement entered into by the parties thereto as an inducement to Aurora and Better to enter into the Merger Agreement and to consummate the transactions contemplated therein;
 
   
“Merger Agreement” are to the Agreement and Plan of Merger, dated as of May 10, 2021, by and among Aurora, Merger Sub and Better, a copy of which is attached to this proxy statement/prospectus as Annex A, including, where applicable, as amended by (i) the first amendment to the Merger Agreement, dated October 27, 2021, a copy of which is attached to this proxy statement/prospectus as Annex A-1, (ii) the second amendment to the Merger Agreement, dated November 9, 2021, a copy of which is attached to this proxy statement/prospectus as Annex A-2, and (iii) the third amendment to the Merger Agreement, dated November 30, 2021, a copy of which is attached to this proxy statement/prospectus as Annex A-3;
 
   
“Merger Sub” are to Aurora Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Aurora;
 
   
“Mergers” are to, collectively, the First Merger and the Second Merger;
 
 
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“Minimum Available Cash Amount” are to the total amount of cash represented by satisfaction of the Minimum Cash Condition;
 
   
“Minimum Cash Condition” are to the occurrence of each of (i) funding of $750,000,000 pursuant to the Pre-Closing Bridge Note Purchase Agreement, dated as of November 30, 2021, a copy of which is attached to this proxy statement/prospectus as Annex Q, which was completed on December 2, 2021, and (ii) the entry into definitive documentation for $750,000,000 of Post-Closing Convertible Notes as provided for in the SoftBank Subscription Agreement and the Sponsor Subscription Agreement, each as amended;
 
   
“MSRs” are to mortgage-servicing rights;
 
   
“Nasdaq” are to the Nasdaq Capital Market;
 
   
“ordinary shares” are to the Aurora Class A ordinary shares and the Aurora Class B ordinary shares, collectively;
 
   
“organic traffic” are to visitors that come directly to Better’s website, search for Better on a search engine, or engage with Better through its various content pieces, as opposed to being directed to Better’s website through Better’s marketing on a third party’s website;
 
   
“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;
 
   
“Per Share Merger Consideration” are to the product obtained by multiplying
(a) the Exchange Ratio by (b) $10.00;
 
   
“PIPE Investment” are to the purchase of shares of Better Home & Finance Class A common stock and Better Home & Finance Class C common stock pursuant to the SoftBank Subscription Agreement and the Sponsor Subscription Agreement;
 
   
“Post-Closing Conversion Shares” are to the shares of Better Home & Finance Class A common stock into which the Post-Closing Convertible Notes which SoftBank and the Sponsor committed to fund pursuant to the amended SoftBank Subscription Agreement and amended Sponsor Subscription Agreement attached to this proxy statement/prospectus as Annex H-1 and Annex I-1, respectively, are convertible;
 
   
“Post-Closing Convertible Notes” are to the subordinated unsecured 1% convertible notes issued in an aggregate principal amount of $750,000,000 (less any amounts released to Better at the Closing from Aurora’s trust account (excluding, for the avoidance of doubt, amounts released to Better under the Subscription Agreements)), which SoftBank and the Sponsor committed to fund pursuant to the amended SoftBank Subscription Agreement and amended Sponsor Subscription Agreement attached to this proxy statement/prospectus as Annex H-1 and Annex I-1, respectively, on and subject to the terms set forth in the term sheets attached thereto. As a result of the commitment by Sponsor, the Major Aurora Shareholder and the Aurora directors and officers not to redeem in the aggregate 3,502,500 Aurora Class A shares held by them, a minimum of $35,025,000 will be released to Better at the Closing from Aurora’s trust account, and, accordingly, the maximum aggregate principal amount of Post-Closing Convertible Notes to be issued is $714,975,000;
 
   
“Pre-Closing Bridge Conversion Shares” are to the shares of Better Home & Finance Class A common stock (issuable in connection with the consummation of the Business Combination on the Closing Date), Better preferred stock or Better common stock (issuable in certain other circumstances) into which the Pre-Closing Bridge Notes funded by SoftBank and the Sponsor pursuant to the Pre-Closing Bridge Note Purchase Agreement (described elsewhere in this proxy statement/prospectus) are convertible, as applicable;
 
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Pre-Closing Bridge Financing” are to the receipt by Better of $750,000,000 upon the issuance of Pre-Closing Bridge Notes on December 2, 2021 pursuant to the Pre-Closing Bridge Note Purchase Agreement;
 
   
“Pre-Closing Bridge Investors” are SoftBank and the Sponsor, in their capacity as investors under the Pre-Closing Bridge Note Purchase Agreement pursuant to which they funded the Pre-Closing Bridge Financing in connection therewith in an aggregate principal amount of $750,000,000;
 
   
“Pre-Closing Bridge Note Purchase Agreement” are to that certain agreement, dated November 30, 2021, by and among Aurora, Better, SoftBank and the Sponsor, a copy of which is attached to this proxy statement/prospectus as Annex Q;
 
   
“Pre-Closing Bridge Notes” are to the subordinated 0% bridge promissory notes, issued in an aggregate principal amount of $750,000,000 pursuant to the Pre-Closing Bridge Note Purchase Agreement, that automatically convert into Better Home & Finance Class A common stock and Better Home & Finance Class C common stock, as applicable, at a conversion price of $10 per share, in connection with the consummation of the Business Combination;
 
   
“Preferred Stock Conversion” are to the conversion of all outstanding shares of Better preferred stock into shares of Better common stock;
 
   
“pro forma” are to giving pro forma effect to the Business Combination;
 
   
“pro forma ownership assumptions” are to the assumptions of the pro forma, including that, in connection with the Business Combination, (a) the Pre-Closing Bridge Notes funded by SoftBank in an aggregate principal amount of $650,000,000 convert into Better Home & Finance Class A common stock and Better Home & Finance Class C common stock, (b) the Pre-Closing Bridge Notes funded by the Sponsor in an aggregate principal amount of $100,000,000 convert into Better Home & Finance Class A common stock, (c) under the applicable pro forma scenario presented, either (i) there will be no exercise of redemption rights by Aurora public shareholders (assuming a “no redemptions” scenario), or (ii) all Aurora public shareholders redeem their Aurora Class A ordinary shares (other than those investors that have agreed not to redeem per the Aurora Holder Support Agreement and Sponsor Letter) (assuming a “maximum redemptions” scenario), (d) each Better Stockholder who is entitled to receive Better Home & Finance Class B common stock will elect to do so, rather than receive Better Home & Finance Class A common stock or Better Home & Finance Class C common stock (other than any Better Stockholder that is, or has an affiliate that is, a bank holding company, which holder will elect to receive shares of Better Home & Finance Class A common stock), (e) existing warrants to acquire shares of Better Capital Stock outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Stock Consideration or be converted, based on the Exchange Ratio, into warrants to purchase shares of Better Home & Finance Class A common stock, (f) Better repurchases for de minimis consideration prior to Closing an aggregate 937,500 shares of Better Capital Stock from Pine Brook pursuant to a certain side letter agreement that was subject to dispute as described in “
Certain Relationships and Related Party Transactions—Better—
Other Stockholder Agreements—Pine Brook Side Letter
”, and (g) the Post-Closing Convertible Notes have not converted to Post-Closing Conversion Shares given the uncertain conversion ratio therefor;
 
   
“Proposed Bylaws” are to the proposed bylaws of Better Home & Finance upon the effective date of the Business Combination attached to this proxy statement/prospectus as Annex D;
 
   
“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of Better Home & Finance upon the effective date of the Business Combination attached to this proxy statement/prospectus as Annex B;
 
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“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;
 
   
“Purchase Loan Volume” are to the aggregate dollar amount of purchase loans funded in a given period based on the principal amount of the loan at funding;
 
   
“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;
 
   
“Refinance Loan Volume” are to the aggregate dollar amount of refinance loans funded in a given period based on the principal amount of the loan at funding;
 
   
“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among Aurora, Novator Capital Sponsor Ltd., and certain other Persons (included as Annex G to the proxy statement/prospectus);
 
   
“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;
 
   
“SEC” are to the United States Securities and Exchange Commission;
 
   
“Second Merger” are to the merger of Better with and into Aurora, with Aurora surviving the merger;
 
   
“Securities Act” are to the Securities Act of 1933, as amended;
 
   
“Shortfall” are to the number of shares that Aurora public shareholders elect to redeem for consideration from Aurora’s trust account;
 
   
“SoftBank” are to SB Northstar LP, an affiliate of SoftBank Group and party to the SoftBank Subscription Agreement;
 
   
“SoftBank II” are to SVF II Beaver (DE) LLC, an affiliate of SoftBank Group, which is a Better Stockholder and has entered into a contribution agreement with Better and a letter agreement and irrevocable voting proxy with the Better Founder and CEO, each dated as of April 7, 2021, as amended;
 
   
“Sponsor” are to Novator Capital Sponsor Ltd., a Cyprus limited liability company;
 
   
“Sponsor Base Purchase Amount” are to the number of shares of Better Home & Finance Class A common stock that the Sponsor agreed to subscribe for and purchase pursuant to the Sponsor Subscription Agreement, dated as of May 10, 2021 (attached to this proxy statement/prospectus as Annex I), with an aggregate value equal to $200,000,000, which amount was subsequently reduced to $100,000,000 aggregate principal amount of Post-Closing Convertible Notes pursuant to the amendment to the Sponsor Subscription Agreement, dated as of November 30, 2021 (attached to this proxy statement/prospectus as Annex I-1), subject to adjustment as further described therein;
 
   
“Sponsor Letter” are to that certain Letter Agreement, dated May 10, 2021, by and between the Sponsor and Aurora;
 
   
“Subscription Agreements” are to, collectively, the SoftBank Subscription Agreement and the Sponsor Subscription Agreement, in each case as amended and each of which is attached to this proxy statement/prospectus as Annexes H and H-1 and Annexes I and I-1, respectively;
 
   
“Total Loans” are to the total number of loans funded in a given period;
 
   
“Transaction Proposals” are to, collectively, the Condition Precedent Proposals and the Adjournment Proposal;
 
   
“trust account” are to the trust account established at the consummation of Aurora’s initial public offering at J.P. Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;
 
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“Trust Agreement” are to the Investment Management Trust Agreement, dated April 21, 2020, by and between Aurora and Continental, as trustee;
 
   
“Trust Amount” are to the amount of cash and cash equivalents held in Aurora’s trust account;
 
   
“VA” are to the U.S. Department of Veterans Affairs;
 
   
“Warrant Agreement” are to the Warrant Agreement, dated as of March 3, 2021, between Aurora and Continental; and
 
   
“warrants” are to all or any of the Aurora public warrants, the Aurora private warrants or the Better Home & Finance Warrants, as the context may so require.
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to Aurora Class A ordinary shares, shares of Better Home & Finance Class A common stock, or warrants include such securities underlying the units.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the Business Combination, Aurora and Better Home & Finance. Statements that constitute projections, forecasts and other forward-looking statements are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Aurora discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by, and information currently available to, Aurora’s management.
Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference into this proxy statement/prospectus may include, for example, statements about:
 
   
Aurora’s ability to complete the Business Combination or, if Aurora does not consummate such Business Combination, any other initial business combination;
 
   
satisfaction or waiver (if applicable) of the conditions to the Mergers, including, among other things:
 
   
the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the approval of the Business Combination and related agreements and transactions by the shareholders of Aurora and Better Stockholders, (ii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and any other required regulatory approvals, (iv) the receipt of approval for listing on Nasdaq of the shares of Better Home & Finance Class A common stock to be issued in connection with the Mergers, (v) that Aurora has at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions;
 
   
the absence of a material adverse effect on Better;
 
   
satisfaction of the Minimum Cash Condition, which is deemed satisfied by the occurrence of each of (i) funding of $750,000,000 pursuant to the Pre-Closing Bridge Note Purchase Agreement, which occurred on December 2, 2021, and (ii) the entry into definitive documentation for $750,000,000 of Post-Closing Convertible Notes as provided for in the SoftBank Subscription Agreement and the Sponsor Subscription Agreement, each as amended;
 
   
the ability to obtain approvals for the Business Combination from state regulators, Fannie Mae, Freddie Mac, the FHA, and the VA;
 
   
the occurrence of any other event, change or other circumstance that could give rise to the termination of the Merger Agreement;
 
   
the unaudited projected financial information, anticipated growth rate, and market opportunity of Better Home & Finance;
 
   
the ability to obtain or maintain the listing of Better Home & Finance Class A common stock and Better Home & Finance Warrants on Nasdaq following the Business Combination;
 
   
our public securities’ potential liquidity and trading;
 
   
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;
 
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Aurora officers and directors allocating their time to other businesses and potentially having conflicts of interest with Aurora’s business or in approving the Business Combination; 
 
   
factors relating to the business, operations and financial performance of Better and its subsidiaries, including:
 
   
their ability to operate under and maintain or improve their business model;
 
   
the effect of interest rates on their business, results of operations, and financial condition;
 
   
their ability to grow market share in their existing markets or any new markets they may enter;
 
   
their ability to respond to general economic conditions;
 
   
their ability to manage their growth effectively and their expectations regarding the development and expansion of their business;
 
   
their ability to comply with laws and regulations related to the operation of their business, including any changes to such laws and regulations;
 
   
their ability to achieve and maintain profitability in the future;
 
   
their ability to raise financing in the future;
 
   
their estimates regarding expenses, future revenue, capital requirements and Better’s need for additional financing;
 
   
their ability to maintain, expand and be successful in their strategic relationships with third parties;
 
   
their ability to maintain an effective system of internal controls over financial reporting;
 
   
their ability to successfully enter new service markets and manage their operations;
 
   
their ability to expand their customer base;
 
   
their ability to develop new products, features and functionality that meet market needs and achieve market acceptance;
 
   
their ability to retain, identify and hire individuals for the roles they seek to fill and staff their operations appropriately;
 
   
the involvement of the Better Founder and CEO in ongoing litigation related to prior business activities and associated negative media coverage;
 
   
their ability to recruit and retain additional directors, members of management and other team members and otherwise achieve their business goals, including their ability in general, and the Better Founder and CEO’s ability in particular, to establish and maintain a larger, more experienced, executive team in transitioning to becoming a public company;
 
   
their ability to maintain and improve morale and workplace culture or respond effectively to the effects of negative media coverage;
 
   
their ability to maintain, protect, assert, and enhance their intellectual property rights; and
 
   
other factors detailed under the section entitled “
Risk Factors
.”
The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference into this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us or Better. There can be no assurance that future developments affecting us or Better will be those that Aurora or Better have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of Aurora or Better) or
 
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other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “
Risk Factors
” beginning on page 81 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Aurora and Better undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before any Aurora shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such shareholder should be aware that the occurrence of the events described in the “
Risk Factors
” section and elsewhere in this proxy statement/prospectus may adversely affect us.
 
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF AURORA
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Aurora’s shareholders. Aurora urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at [    ] [a.m.]/[p.m.], Eastern Time, on [    ], 2022, at [    ], or virtually via live webcast. To participate virtually in the extraordinary general meeting, visit [    ] and enter the [    ] digit control number included on your proxy card. You may register for the meeting as early as [    ] [a.m.][p.m.] on [    ], 2022. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement.
 
Q:
Why am I receiving this proxy statement/prospectus?
 
A:
Aurora shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, the mergers of (x) Merger Sub with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora, and (y) Better with and into Aurora, with Aurora surviving the merger, in each case, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “
BCA Proposal”
for more detail.
A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.
As a condition to the Mergers, Aurora will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Aurora’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, (1) each of the then-issued and outstanding Aurora Class A ordinary shares will convert automatically, on a
one-for-one
basis, into a share of Better Home & Finance Class A common stock, (2) each of the then-issued and outstanding Aurora Class B ordinary shares will convert automatically, on a
one-for-one
basis, into a share of Better Home & Finance Class A common stock, (3) the terms of the Better Home & Finance Class B common stock will carry three votes, (4) the Better Home & Finance common stock will be created and a sufficient number of shares thereof authorized to effect the transactions contemplated under the Merger Agreement and under the Ancillary Agreements, (5) each then-issued and outstanding warrant of Aurora will convert automatically into a Better Home & Finance Warrant, pursuant to the Warrant Agreement, and (6) each then-issued and outstanding Aurora unit will separate automatically into one share of Better Home & Finance Class A common stock and
one-quarter
of one Better Home & Finance Warrant. See the section entitled “
Domestication Proposal
” for additional information. The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see the question “
What amendments will be made to the current constitutional documents of Aurora?
” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF AURORA AND BETTER, CAREFULLY AND IN ITS ENTIRETY.
 
Q:
What proposals are shareholders of Aurora being asked to vote upon?
 
A:
At the extraordinary general meeting, Aurora is asking holders of ordinary shares to consider and vote upon:
 
   
a proposal to approve by ordinary resolution and adopt the Merger Agreement;
 
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a proposal to approve by special resolution the Domestication;
 
   
the following four separate proposals to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:
 
   
to authorize by ordinary resolution the change in the authorized share capital of Aurora from (i) 500,000,000 Aurora Class A ordinary shares, 50,000,000 Aurora Class B ordinary shares and 5,000,000 Former preference shares, par value $0.0001 per share, to (ii) 1,750,000,000 shares of Better Home & Finance Class A common stock, 600,000,000 shares of Better Home & Finance Class B common stock, 800,000,000 shares of Better Home & Finance Class C common stock and 100,000,000 shares of Better Home & Finance preferred stock;
 
   
to authorize by ordinary resolution the board of directors (the “Board”) to issue any or all shares of Better Home & Finance preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Board and as may be permitted by the DGCL;
 
   
to authorize by ordinary resolution multiple classes of common stock of Better Home & Finance pursuant to which (i) holders of Better Home & Finance Class A common stock will be entitled to cast one vote per share of Better Home & Finance Class A common stock, (ii) holders of shares of Better Home & Finance Class B common stock will be entitled to cast three votes per share of Better Home & Finance Class B common stock, and (iii) holders of shares of Better Home & Finance Class C common stock will not have any voting rights other than as provided by applicable law or the Proposed Certificate of Incorporation, as applicable, in each case on each matter properly submitted to Better Home & Finance shareholders entitled to vote;
 
   
to authorize by ordinary resolution all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including (1) changing the corporate name from “Aurora Acquisition Corp.” to “Better Home & Finance Holding Company” in connection with the Business Combination, (2) making Better Home & Finance’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, (4) opting out of the provisions of Section 203 of the DGCL and (5) removing certain provisions related to Aurora’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Aurora’s board of directors believes is necessary to adequately address the needs of Better Home & Finance after the Business Combination;
 
   
for holders of Aurora Class B ordinary shares, a proposal to approve by ordinary resolution the election of [    ] directors, who, upon consummation of the Business Combination, will be the directors of Better Home & Finance;
 
   
a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of Section 5635 of the Nasdaq Listed Company Manual, the issuance of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock, as applicable, to (1) the Pre-Closing Bridge Investors, including the Sponsor, pursuant to (a) the Pre-Closing Bridge Financing (as defined herein) and (b) the issuance of the shares of Better Home & Finance Class A common stock upon the conversion of the Post-Closing Convertible Notes (as defined herein) and (2) the Better Stockholders pursuant to the Merger Agreement;
 
   
a proposal to approve by ordinary resolution the 2022 Incentive Equity Plan;
 
   
a proposal to approve by ordinary resolution the ESPP; and
 
   
a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.
 
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If Aurora’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. The Adjournment Proposal is not conditioned upon the approval of any other proposal. See the sections entitled “
BCA Proposal
,” “
Domestication Proposal
,” “
Organizational Documents Proposals
,” “
Director Election Proposal
,” “
Stock Issuance Proposal
,” “
Incentive Equity Plan Proposal
,” “
ESPP Proposal
” and “
Adjournment Proposal
.”
Aurora will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Aurora should read it carefully.
After careful consideration, Aurora’s board of directors has determined that the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of Aurora and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of one or more of Aurora’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aurora and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aurora’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination
” for a further discussion of these considerations.
 
Q:
Are the proposals conditioned on one another?
 
A:
Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
 
Q:
Why is Aurora proposing the Business Combination?
Aurora was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities. Better and its subsidiaries principally operate a digital-first homeownership company whose services include mortgage, real estate, title, and homeowners insurance.
Based on its due diligence investigations of Better and the industry in which it operates, including the financial and other information provided by Better in the course of Aurora’s due diligence investigations, the Aurora board of directors believes that the Business Combination with Better is in the best interests of Aurora and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See the section entitled “
BCA Proposal—Aurora’s Board of Directors’ Reasons for the Business Combination
” for additional information.
 
Q:
Did Aurora’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
 
A:
Aurora’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, Aurora’s board of directors and management conducted due diligence on Better and researched the industry in which Better operates and concluded that the Business Combination was in the best interest of Aurora’s
 
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  shareholders. In reaching this conclusion, Aurora’s board of directors considered a number of factors and a broad range of information, including publicly available information, information provided by Better and information provided by Barclays, former financial advisor to Aurora. Aurora’s board of directors believes that, based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. Investors will be relying on the judgment of Aurora’s board of directors, as described above, in valuing Better’s business. For a more extensive discussion of the factors utilized by Aurora’s board of directors in approving the Business Combination, see the section titled “
BCA Proposal—Aurora’s Board of Director’s Reasons for the Business Combination
.”
Although Aurora’s board of directors believes that the Business Combination with Better presents a unique business combination opportunity and is in the best interests of Aurora and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “
BCA Proposal—Aurora’s Board of Director’s Reasons for the Business Combination
,” and “
Risk Factors—Risks Related to Better’s
Business.”
 
Q:
Will the projections that Aurora considered when evaluating and recommending the Business Combination be realized?
 
A:
In performing its financial analyses, Aurora relied on, among other things, certain information, including the forecasts and financial projections described in the section entitled
“BCA Proposal—Unaudited Projected Financial Information.”
The Better unaudited financial projections were prepared by, or at the direction of, the management of Better. The unaudited financial projections do not take into account any circumstances or events occurring after the date they were prepared and provided to Aurora on May 6, 2021. Market conditions, including interest rates in particular, together with the constrained supply of new homes, have greatly changed since the financial projections were prepared, and Better expects conditions will continue to change. In addition, as has been publicly reported, in early December 2021, Better began a series of workforce reductions that has led to a significant reduction in headcount as market conditions have continued to evolve. The December 2021 workforce reduction resulted in significant negative media coverage. Following the December 2021 workforce reduction, the Better Founder and CEO stepped away from full-time engagement with Better for a period of time, returning in late January 2022. The December 2021 workforce reduction, and events relating to the Better Founder and CEO, including negative media coverage and the associated dissatisfaction of a portion of management and team members of Better, has affected Better’s management and leadership, has detrimentally affected Better’s productivity and financial results and has disrupted certain third party relationships. In addition, dissatisfaction associated with the workforce reductions has resulted in increased attrition among Better’s senior leadership and employees. For more information, see “
Information About Better—Our Team Members and Human Capital Management
,” “
Risk Factors—Risks Related to Our Operating History, Business Model, Growth and Financial Condition—If we cannot maintain and improve our corporate culture, we could lose the innovation, collaboration and focus on the mission that contribute to our business, and our ability to attract and retain team members could be diminished, which could materially and adversely affect our business, financial condition, results of operations, and prospects
and
Risks Related to Recent Events Regarding our Business and our Founder and CEO—Vishal Garg, the Better Founder and CEO, exposes us to particular risks and uncertainties regarding his control over our operations, both directly as our CEO and our largest stockholder, as well as through our commercial relationships with his various affiliates, which could materially and adversely affect our business, financial condition, results of operations, and prospects.
” Accordingly, these projections, which were provided to Aurora on May 6, 2021, do not represent Better’s current view of its future prospects. In particular and as an example, the projections for revenue and net income for the year ended December 31, 2021 were not achieved. In addition, the projections for 2022 and beyond do not represent Better management’s current expectations regarding 2022 and subsequent years. For a more extensive discussion of the unaudited financial projections and the changes subsequent to their preparation, see the section entitled
“Risk Factors—Risks Related to Our
 
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Operating History, Business Model, Growth and Financial Condition—Since the date of preparation, the
assumptions underlying the Better projected financial information considered by Aurora have changed considerably, such that the projected financial information generally, and the near-term financial projections in particular, will not to be realized,
which may adversely affect the market price of Better Home & Finance common stock following the
completion of the Business Combination” and “BCA Proposal—Unaudited Projected Financial Information.”
 
Q:
What is the aggregate dollar amount and the nature of what Aurora’s Sponsor and its affiliates have at risk that depends on completion of the Business Combination and the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the Sponsor and its affiliates and Aurora’s and Better’s officers and directors are awaiting reimbursement?
 
A:
As of the date of this proxy statement, Aurora’s initial shareholders (i.e., the Sponsor and Aurora’s independent directors) own 4,573,372 Aurora private warrants at an exercise price of $11.50 per share and 6,950,072 Class B ordinary shares.
Sponsor purchased 6,950,072 Aurora Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.004 per share (after taking into account the share dividend of 1,006,250 Class B ordinary shares and subsequent cancellation of 131,250 Class B ordinary shares and the surrender and cancellation of 249,928 Class B ordinary shares which occurred when the underwriters’ 45-day over-allotment period expired), compared to the $10 per unit paid by Aurora public shareholders who purchased Aurora units in connection with its initial public offering or at the market price after its initial public offering. As a result of this significantly lower aggregate per share investment, Sponsor and Aurora’s independent directors will have a rate of return on their investment which differs from the rate of return of Aurora shareholders who purchased Aurora shares at higher prices, including Aurora shares included in Aurora units that were sold at $10.00 per unit in Aurora’s initial public offering.
The closing price of Aurora’s public shares on [    ], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, was $[    ]. As a result of and upon the effective time of the Domestication, among other things, each of the then-issued and outstanding Aurora Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock. In the event the stock price of the Better Home & Finance falls below the price paid by an Aurora shareholder at the time of purchase of the Aurora shares by such shareholder, a situation would arise in which Sponsor maintains a positive rate of return while such Aurora shareholder does not. As a result of the Sponsor’s $0.004 per share investment in Aurora Class B ordinary shares, which is significantly less than the price paid by non-redeeming Aurora public shareholders who purchased shares at higher prices, including Aurora shares included in Aurora units that were sold at $10.00 per unit in Aurora’s initial public offering, the Sponsor would still earn a substantial positive return on its investment even if shares of Better Home & Finance Class A common stock trade significantly below the $10 per share after Closing while an Aurora public shareholder that does not redeem its shares in connection with the Business Combination would suffer a substantial loss. Certain conflicts of interest arise as a result of this differential between the aggregate investment of Sponsor and its directors, as compared to Aurora public shareholders; for more information, see “
Risk Factors—Risks Related to the Business Combination and Aurora—Since the Sponsor and Aurora’s directors and executive officers have interests that are different, or in addition to (and which conflict with), the interests of our shareholders, a conflict of interest existed in determining whether the Business Combination with Better is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed
.”
In addition to the Aurora Class B ordinary shares held by Sponsor and Aurora’s directors described above, the purchase price paid by Aurora’s initial shareholders for their Aurora private warrants was $1.50 per Aurora private warrant, or $6,400,000 in the aggregate. Sponsor and Aurora’s independent directors will lose their entire investment in Aurora if a business combination is not completed. For more information, see the question below titled “
How will dilution affect the shareholders who elect not to redeem their shares in connection with the Business Combination?
 
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The only loan that has been extended by the Sponsor to Aurora is the loan represented by the amended and restated promissory note (the “Promissory Note”), dated as of May 10, 2021, representing an aggregate principal amount of $2,000,000. On February 23, 2022, the Promissory Note was amended and restated to increase the aggregate principal amount of the note to $4,000,000, a copy of which is attached to this proxy statement/prospectus as Annex N. For additional information, see “
BCA Proposal—Related Agreements—Amended and Restated Promissory Note.
” Other than the outstanding loan and the interests represented by the founder shares and Aurora private warrants described above, there are no other amounts to which the Sponsor or its affiliates will be entitled, or expenses for which the Sponsor and its affiliates, will be reimbursed.
 
Q:
What will Better Stockholders receive in return for Aurora’s acquisition of all of the issued and outstanding equity interests of Better?
 
A:
The consideration that will be received by Better Stockholders will consist of a number of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock equal to (A) 690,000,000, minus (B) the aggregate amount of Better Home & Finance Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of the Better Awards (the “Stock Consideration”). As a result of and upon the Closing (as defined below), among other things, (i) all outstanding shares of Better common stock as of immediately prior to the effective time of the First Merger will be cancelled in exchange for the right to receive the Stock Consideration; (ii) all Better Awards outstanding as of immediately prior to the effective time of the First Merger will be converted, based on the Exchange Ratio, into awards based on shares of Better Home & Finance Class B common stock; and (iii) all Better Warrants outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Stock Consideration or be converted, based on the Exchange Ratio, into warrants to purchase shares of Better Home & Finance Class A common stock. For further details, see the section entitled “
BCA Proposal—The Merger Agreement—Consideration—Stock Consideration.
 
Q:
What equity stake and voting power will current Aurora shareholders and Better Stockholders hold in Better Home & Finance immediately after the consummation of the Business Combination?
 
A:
As of the date of this proxy statement/prospectus, there are 34,750,359 ordinary shares issued and outstanding, which includes the 6,950,072 founder shares held by the Sponsor (including Aurora’s independent directors) and the 27,800,287 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 10,648,444 warrants, which includes the 4,573,372 Aurora private warrants held by the Sponsor and the 6,075,072 public warrants. Each whole warrant entitles the holder thereof to purchase one Aurora Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Better Home & Finance Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Aurora fully diluted share capital would be 43,112,117 (50% of the Aurora private warrants are subject to forfeiture).
It is anticipated that, following the Business Combination and taking into account the pro forma ownership assumptions and assuming the exercise of all Better Warrants on a cash basis, (1) Better Stockholders (without taking into account any Aurora public shares held by Better Stockholders prior to the consummation of the Business Combination) are expected to own approximately 86.4% of the outstanding shares of Better Home & Finance common stock in the no redemptions scenario and 89.1% of the outstanding shares of Better Home & Finance common stock in the maximum redemptions scenario, and have approximately 97.2% of the total voting power in the no redemptions scenario and 98.5% of the total voting power in the maximum redemptions scenario, (2) in the no redemptions scenario, Aurora public shareholders are expected to own approximately 3.0% of the outstanding shares of Better Home & Finance common stock and have approximately 1.2% of the total voting
 
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power, (3) the Sponsor and related parties (including the directors of Aurora and their affiliates, including the Major Aurora Shareholder) are expected to collectively own, (x) in the no redemptions scenario, approximately 2.4% of the outstanding shares of Better Home & Finance common stock and have approximately 0.9% of the total voting power or (y) in the maximum redemptions scenario, approximately 2.5% of the outstanding shares of Better Home & Finance common stock and have approximately 0.9% of the total voting power and (4) SoftBank and SoftBank II are expected to own approximately 15.6% (in the no redemptions scenario) and 16.1% (in the maximum redemptions scenario) of the outstanding shares of Better Home & Finance common stock and have approximately 9.4% (in both no redemptions and maximum redemptions scenarios) of the total voting power (without giving effect to the Voting Proxy described under “
Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements
”). These percentages assume the pro forma ownership assumptions described elsewhere in this proxy statement/prospectus, including (i) under the applicable pro forma scenario presented, either (a) there will be no exercise of redemption rights by Aurora public shareholders (assuming a “no redemptions” scenario), or (b) all Aurora public shareholders redeem their Aurora Class A ordinary shares (other than those investors that have agreed not to redeem per the Aurora Holder Support Agreement and Sponsor Letter) (assuming a “maximum redemptions” scenario), (ii) (a) the vesting of all shares of Better Home & Finance Class B common stock received in respect of the Better Home & Finance Restricted Stock Awards, (b) the vesting and
net-exercise
of all Better Home & Finance Options for shares of Better Home & Finance Class B common stock, (c) the vesting of all Better Home & Finance RSUs and the issuance of shares of Better Home & Finance Class B common stock in respect thereof and (d) the issuance of 690,000,000 shares of Better Home & Finance common stock as the Stock Consideration pursuant to the Merger Agreement, which, in the case of all shares described in clauses (a)-(d) hereof, in the aggregate equal 651,169,259 shares of Better Home & Finance Class B common stock and 38,830,741 shares of Better Home & Finance Class A common stock (in respect of Better Warrants, assuming conversion thereof), (iii) the Pre-Closing Bridge Notes funded by SoftBank in an aggregate principal amount of $650,000,000 convert into Better Home & Finance Class A common stock and Better Home & Finance Class C common stock, (iv) the Pre-Closing Bridge Notes funded by the Sponsor in an aggregate principal amount of $100,000,000 convert into Better Home & Finance Class A common stock, and (v) each Better Stockholder who is entitled to receive Better Home & Finance Class B common stock will elect to do so, rather than receive Better Home & Finance Class A common stock or Better Home & Finance Class C common stock (other than any Better Stockholder that is, or has an affiliate that is, a bank holding company, which holder will elect to receive shares of Better Home & Finance Class A common stock). If the actual facts are different from these assumptions, the percentage ownership and voting power retained by Better Stockholders in the combined company will be different. As described more fully elsewhere in this proxy statement/prospectus, shares of Better Home & Finance Class B common stock will have three votes per share, whereas shares of Better Home & Finance Class A common stock will have one vote per share and shares of Better Home & Finance Class C common stock will have no voting rights, expect as provided by law or the Proposed Certificate of Incorporation. Upon the consummation of the Business Combination, Better Stockholders will hold all of the issued and outstanding shares of Better Home & Finance Class B common stock.
 
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The following table illustrates varying ownership levels and voting power in Better Home & Finance on a fully diluted basis immediately following the consummation of the Business Combination based on the assumptions above under both no redemptions and maximum redemptions scenarios.
 
   
Fully Diluted Share Ownership and Voting Power in Better Home & Finance
(1)
 
   
Post-Business Combination

No Redemptions
   
Post-Business Combination

Maximum Redemptions
 
    Number of
Shares
    Percentage of
Outstanding
Shares
    Percentage of
Voting Power
    Number of
Shares
    Percentage of
Outstanding
Shares
    Percentage of
Voting Power
 
Better Stockholders—Class A
    38,830,741       4.9     1.9     38,830,741       5.0     1.9
Better Stockholders—Class B
(2)(3)
    591,765,014       74.1     86.6     591,765,014       76.4     87.7
Aurora Public Shareholders—Class A
    24,297,787       3.0     1.2     —         —         —    
Sponsor—Class A
(4)
    19,062,558       2.4     0.9     19,062,558       2.5     0.9
SoftBank—Class A
(5)
    14,506,577       1.8     0.7     11,985,615       1.5     0.6
SoftBank II—Class B
    59,404,245       7.4     8.7     59,404,245       7.7     8.8
SoftBank—Class C
(6)
    50,493,423       6.3     —         53,014,385       6.8     —    
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
 
 
798,360,345
 
 
 
100.0
 
 
100.0
 
 
774,062,558
 
 
 
100.0
 
 
100.0
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
  (1)
Based on outstanding Better Capital Stock, Better Warrants and Better Awards as of June 1, 2022.
  (2)
Excludes 59,404,245 shares of Better Home & Finance Class B common stock to be issued to SoftBank II in respect of its holding of Better Capital Stock prior to the Closing. After consummation of the Business Combination, SoftBank, as an investor in the Pre-Closing Bridge Financing, and SoftBank II, as a holder of Better Capital Stock, are collectively expected to beneficially own approximately 124,404,245 shares representing 9.4% of the voting power of Better Home & Finance common stock (without giving effect to the Voting Proxy described under “
Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements
”).
  (3)
Includes shares of Better Home & Finance common stock underlying Better Options, Better RSUs and Better Restricted Stock.
  (4)
Includes Better Home & Finance Class A common stock expected to be held by the Sponsor, the Aurora Major Shareholder and certain Aurora directors and officers. In particular, the Sponsor is expected to beneficially own 16,452,245 shares of Better Home & Finance Class A common stock in the aggregate, comprised of (i) 2,300,000 shares of Better Home & Finance Class A common stock converted from Aurora Class A ordinary shares held prior to the Business Combination, (ii) 4,152,245 shares of Better Home & Finance Class A common stock to be issued in connection with conversion of the founder shares (which number excludes 1,390,014 Sponsor Locked-Up Shares because such shares are subject to potential forfeiture in a change of control event, which renders them contingently issuable at Closing) and (iii) 10,000,000 shares of Better Home & Finance Class A common stock to be issued as Pre-Closing Bridge Conversion Shares in connection with the Pre-Closing Bridge Financing funded by the Sponsor. The Aurora Major Shareholder is expected to beneficially own 2,159,375 shares of Better Home & Finance Class A common stock in the aggregate, comprised of (i) 1,000,000 shares of Better Home & Finance Class A common stock converted from Aurora Class A ordinary shares held prior to the Business Combination and (ii) 1,159,375 shares of Better Home & Finance Class A common stock to be issued in connection with conversion of the founder shares. Certain Aurora directors and officers not included above are expected to beneficially own 450,938 shares of Better Home & Finance Class A common stock in the aggregate, comprised of (i) 202,500 shares of Better Home & Finance Class A common stock converted from Aurora Class A ordinary shares held prior to the Business Combination and (ii) 248,438 shares of Better Home & Finance Class A common stock to be issued in connection with conversion of the founder shares. For more information, see the section entitled “
Beneficial Ownership of Securities
.”
  (5)
Better Home & Finance Class A common stock is expected to be issued to SoftBank as Pre-Closing Bridge Conversion Shares in connection with conversion of the Pre-Closing Bridge Notes at Closing.
 
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  (6)
Better Home & Finance Class C common stock is expected to be issued to SoftBank as Pre-Closing Bridge Conversion Shares in connection with conversion of the Pre-Closing Bridge Notes at Closing.
 
Q:
How has the announcement of the Business Combination affected the trading price of the Aurora Class A ordinary shares?
 
A:
On May 7, 2021, the trading date before the public announcement of the Business Combination, Aurora’s public units, Class A ordinary shares and warrants closed at $10.44, $10.50 and $1.375, respectively. On [            ], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the Company’s public units, Class A ordinary shares and warrants closed at $[            ], $[            ] and $[            ], respectively.
 
Q:
Will the Company obtain new financing in connection with the Business Combination?
 
A:
Yes. Aurora, Better, SoftBank and the Sponsor have entered into the Pre-Closing Bridge Note Purchase Agreement, providing for the issuance of $750,000,000 aggregate principal amount of subordinated 0% bridge promissory notes (the “Pre-Closing Bridge Notes”) that automatically convert into Better Home & Finance Class A common stock and Better Home & Finance Class C common stock in connection with the consummation of the Business Combination at $10 per share of Better Home & Finance Class A common stock (the “Pre-Closing Bridge Conversion Shares”), which was funded on December 2, 2021. Aurora and SoftBank also entered into an amendment to the SoftBank Subscription Agreement to (i) amend the Total Subscription Commitment (as defined in the SoftBank Subscription Agreement) to be $750,000,000, which amount will be further reduced by, among other things, any funding pursuant to the Pre-Closing Bridge Financing, and (ii) provide for a new Total Note Commitment (as defined in the SoftBank Subscription Agreement) of $750,000,000 aggregate principal amount of Post-Closing Convertible Notes (less any amounts released to Better at the Closing from Aurora’s trust account (excluding, for the avoidance of doubt, amounts released to Better under the Subscription Agreements)) that will have terms and be subject to conditions described in such agreement. As a result of the commitment by Sponsor, the Major Aurora Shareholder and the Aurora directors and officers not to redeem in the aggregate 3,502,500 Aurora Class A shares held by them, a minimum of $35,025,000 will be released to Better at the Closing from Aurora’s trust account, and, accordingly, the maximum aggregate principal amount of
Post-Closing
Convertible Notes to be issued is $714,975,000. In addition, Aurora and the Sponsor entered into an amendment to the Sponsor Subscription Agreement to, among other things, amend the Sponsor’s Purchase Amount (as defined in the Sponsor Subscription Agreement) to be $100,000,000, for which it will receive 10,000,000 shares of Better Home & Finance Class A common stock, minus the aggregate principal amount of any Pre-Closing Bridge Financing funded by the Sponsor under the Pre-Closing Bridge Note Purchase Agreement, and otherwise provide for a commitment to purchase Post-Closing Convertible Notes in an aggregate principal amount of $100,000,000. For more information, see the section entitled “BCA Proposal.”
 
Q:
Why is Aurora proposing the Domestication?
 
A:
Our board of directors believes that there are significant advantages to us that will arise as a result of a change of Aurora’s domicile to Delaware. Further, Aurora’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its shareholders, who are the owners of the corporation. Aurora’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “
Domestication Proposal—Reasons for the Domestication
.”
To effect the Domestication, Aurora will apply to the Cayman Islands Registrar of Companies to be
de-registered,
together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Aurora will be domesticated and continue as a Delaware corporation.
 
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The approval of the Domestication Proposal is a condition to the closing of the Mergers under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least
two-thirds
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker
non-votes,
while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and, accordingly abstentions and broker
non-votes
will not have an effect on the outcome of the vote.
 
Q:
What amendments will be made to the current constitutional documents of Aurora?
 
A:
The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Aurora’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace Aurora’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:
 
    
Cayman Constitutional Documents
  
Proposed Organizational Documents
Authorized Shares
 
(Organizational Documents Proposal A)
   The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 Aurora Class A ordinary shares, 50,000,000 Aurora Class B ordinary shares and 5,000,000 preference shares.    The Proposed Organizational Documents authorize 3,250,000,000 shares, consisting of 1,750,000,000 shares of Better Home & Finance Class A common stock, 600,000,000 shares of Better Home & Finance Class B common stock, 800,000,000 shares of Better Home & Finance Class C common stock and 100,000,000 shares of Better Home & Finance preferred stock.
  
See paragraph 5 of the Existing Memorandum.
  
See Article Fourth, subsection (1) of the Proposed Certificate of Incorporation.
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B)
   The Cayman Constitutional Documents authorize the issuance of 5,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by Aurora’s board of directors. Accordingly, Aurora’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of Aurora to carry out a conversion of Aurora Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles).   
The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such designation, vesting, powers (including voting powers), preferences and relative, participating, optional or other rights (and the qualifications, limitations or restrictions thereof), as the Board may determine.
 
 
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Cayman Constitutional Documents
  
Proposed Organizational Documents
  
See paragraph 5 of the Existing Memorandum and Article 3 of the Existing Articles.
  
See Article Fourth, subsection (2) of the Proposed Certificate of Incorporation.
Multiple Classes of Common Stock (Organizational Documents Proposal C)
   The Cayman Constitutional Documents provides that the holders of each share of common stock of Aurora is entitled to one vote for each share on each matter properly submitted to the shareholders entitled to vote.    The Proposed Certificate of Incorporation provides holders of shares of Better Home & Finance Class A common stock will be entitled to cast one vote per Class A share, and holders of shares of Better Home & Finance Class B common stock will be entitled to cast three votes per Class B share on each matter properly submitted to the shareholders entitled to vote. Holders of Better Home & Finance Class C common stock will not be entitled to vote, except as otherwise required by applicable law or provided in the Proposed Certificate of Incorporation.
  
See Article 23
of
the Existing Articles.
  
See Article Fourth, subsection (3) of the Proposed Certificate of Incorporation.
Corporate Name (Organizational Documents Proposal D)
   The Cayman Constitutional Documents provide that the name of the company is “Aurora Acquisition Corp.”    The Proposed Organizational Documents provide that the name of the corporation will be “Better Home & Finance Holding Company.”
  
See paragraph 1 of the Existing Memorandum.
  
See Article First of the Proposed Certificate of Incorporation.
Perpetual Existence (Organizational Documents Proposal D)
   The Cayman Constitutional Documents provide that if Aurora does not consummate a business combination (as defined in the Cayman Constitutional Documents) within 24 months from consummation of the initial public offering, Aurora will cease all operations except for the purposes of winding-up and will redeem the public shares and liquidate Aurora’s trust account.    The Proposed Organizational Documents do not include any provisions relating to Better Home & Finance’s ongoing existence; the default under the DGCL will make Better Home & Finance’s existence perpetual.
  
See Article 49 of the Cayman Constitutional Documents.
  
Default rule under the DGCL.
Exclusive Forum (Organizational Documents Proposal D)
   The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.    The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
     
See Article Twelfth of the Proposed Certificate of Incorporation.
 
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Cayman Constitutional Documents
  
Proposed Organizational Documents
Takeovers by Interested Shareholders (Organizational Documents Proposal D)
   The Cayman Constitutional Documents do not provide restrictions on takeovers of Aurora by a related shareholder following a business combination.    The Proposed Organizational Documents opt out of Section 203 of the DGCL, and, therefore, Better Home & Finance will not be subject to Section 203 of the DGCL relating to takeovers by interested shareholders.
     
See Article Eighth of the Proposed Certificate of Incorporation.
Provisions Related to Status as Blank Check Company (Organizational Documents Proposal D)
   The Cayman Constitutional Documents include various provisions related to Aurora’s status as a blank check company prior to the consummation of a business combination.    The Proposed Organizational Documents do not include such provisions related to Aurora’s status as a blank check company, which no longer will apply upon consummation of the Mergers, as Aurora will cease to be a blank check company at such time.
  
See Article 49 of the Cayman Constitutional Documents.
  
 
Q:
How will the Domestication affect my ordinary shares, warrants and units?
 
A:
As a result of and upon the effective time of the Domestication, (1) each of the then-issued and outstanding Aurora Class A ordinary shares will convert automatically, on a
one-for-one
basis, into a share of Better Home & Finance Class A common stock; (2) each of the then-issued and outstanding Aurora Class B ordinary shares will convert automatically, on a
one-for-one
basis, into a share of Better Home & Finance Class A common stock; (3) each then-issued and outstanding Aurora warrant will convert automatically into a Better Home & Finance Warrant, pursuant to the Warrant Agreement; and (4) each of the then-issued and outstanding units of Aurora that have not been previously separated into the underlying Aurora Class A ordinary shares and underlying Aurora warrants, upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Better Home & Finance Class A common stock and
one-quarter
of one Better Home & Finance Warrant. See the section entitled “
Domestication Proposal
” for additional information.
 
Q:
What are the U.S. federal income tax consequences of the Domestication?
 
A:
As discussed more fully under the section entitled “
U.S. Federal Income Tax Considerations
,” the Domestication should constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in the section entitled “
U.S. Federal Income Tax Considerations—U.S. Holders”
) should be subject to Section 367(b) of the Code and, as a result:
 
   
A U.S. Holder who is a 10% Shareholder (as defined in the section entitled “
U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—Section
 367
”) must include in income as a dividend the “all earnings and profits amount” attributable to the Aurora Class A ordinary shares it directly owns, within the meaning of Treasury Regulations under Section 367 of the Code.
 
   
A U.S. Holder who, on the date of the Domestication, is not a 10% Shareholder but whose Aurora stock has a fair market value of $50,000 or more should recognize gain (but not loss) with respect to the Domestication unless such U.S. Holder makes a valid election to include in income as a dividend the “all earnings and profits amount” attributable to the Aurora Class A ordinary shares it directly owns, within the meaning of Treasury Regulations under Section 367 of the Code.
 
   
A U.S. Holder who, on the date of the Domestication, is not a 10% Shareholder and whose Aurora Class A ordinary shares have a fair market value of less than $50,000 should not be required to
 
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recognize any gain or loss under Section 367 of the Code in connection with the Domestication and should not be required to include any part of the “all earnings and profits amount” in income.
Aurora does not expect to have significant cumulative earnings and profits or a significant “all earnings and profits amount” on the date of the Domestication. Section 367 of the Code is discussed more fully under “
U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—Section
 367.
Certain U.S. Holders may be subject to adverse tax consequences as a result of the Domestication under “passive foreign investment company” (“PFIC”) rules. The potential application of the PFIC rules to the Domestication is discussed more fully under “
U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—PFIC Considerations.
Additionally, the Domestication may cause
non-U.S.
Holders (as defined in the section entitled “
U.S. Federal Income Tax
Considerations—Non-U.S.
Holders
”) to become subject to U.S. federal withholding taxes on any amounts treated as dividends paid in respect of such
non-U.S.
Holder’s Better & Home Finance Class A common stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. Each holder is urged to consult its tax advisor regarding the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and
non-U.S.
tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “
U.S. Federal Income Tax Considerations.
 
Q:
Do I have redemption rights?
 
A:
If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus.
Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal
. If you wish to exercise your redemption rights, please see the answer to the next question: “
How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and the Major Aurora Shareholders consisting of Shravin Mittal, who owns his shares through Unbound HoldCo Ltd. and is a member of the board of directors of Aurora, have agreed to waive their redemption rights in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the
per-share
redemption price.
 
Q:
How do I exercise my redemption rights?
 
A:
If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:
 
  (i)
(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
 
  (ii)
submit a written request to Continental, Aurora’s transfer agent, that Better Home & Finance redeem all or a portion of your public shares for cash; and
 
  (iii)
deliver your public shares to Continental, Aurora’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
 
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Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [    ], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
The address of Continental, Aurora’s transfer agent, is listed under the question “
Who can help answer my questions?
” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Aurora’s transfer agent, directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of Aurora’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the BCA Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the BCA Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the BCA Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, Aurora’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Aurora’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, Aurora’s transfer agent, at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Continental, Aurora’s transfer agent, prior to the vote taken on the BCA Proposal at the extraordinary general meeting.
No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, Aurora’s transfer agent, at least two business days prior to the vote at the extraordinary general meeting
.
If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, Better Home & Finance will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of Better Home & Finance Class A common stock that will be redeemed immediately after consummation of the Business Combination.
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
 
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
 
A:
No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your
 
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  units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Aurora’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, Aurora’s transfer agent, by 5:00 p.m., Eastern Time, on [    ], 2022 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.
 
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
 
A:
The U.S. federal income tax consequences of exercising your redemption rights to receive cash from the trust account in exchange for Better Home & Finance Class A common stock depend on your particular facts and circumstances. It is possible that a U.S. Holder (as defined in the section entitled “
U.S. Federal Income Tax Considerations—U.S. Holders
”) that exercises its redemption rights to receive cash from the trust account in exchange for its Better Home & Finance Class A common stock will generally be treated as selling such Better Home & Finance Class A common stock, resulting in the recognition of gain or loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Better Home & Finance Class A common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “
U.S. Federal Income Tax Considerations—U.S. Holders—Redemption of Better Home
 & Finance Class
 A Common Stock Received in the Domestication.
Because the Domestication will occur immediately prior to the redemption of U.S. Holders that exercise redemption rights with respect to shares of Better Home & Finance Class A common stock, U.S. Holders exercising such redemption rights should be subject to the tax consequences of the Domestication, including those discussed above under “
U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—Section
 367
” and “
U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—PFIC Considerations
.”
All holders considering exercising redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and
non-U.S.
tax laws.
 
Q:
What happens to the funds deposited in the trust account after consummation of the Business Combination?
 
A:
Following the closing of Aurora’s initial public offering on March 8, 2021, an amount equal to $255,000,000 ($10.00 per unit) (see Note 6 to Aurora’s financial statements for the year ended December 31, 2021) from the net proceeds from Aurora’s initial public offering and the sale of the Aurora private warrants was placed in the trust account. This amount consisted of net proceeds of $220,000,000 from public shares from the initial public offering and net proceeds of $35,000,000 from Aurora private warrants. As of March 31, 2022, an additional $23,002,870 from the proceeds of the underwriters’ over-allotment and interest income of $23,262 has been added to the aggregate amount in the trust account, totaling $278,045,659. This will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule
2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the funds in the trust account to Aurora shareholders, as described below.
Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of Aurora public shares who properly exercise their redemption rights; to pay transaction fees
 
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and expenses associated with the Business Combination; and for working capital and general corporate purposes of Better Home & Finance following the Business Combination. See the section entitled “
Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination.”
 
Q:
What happens if a substantial number of the public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?
 
A:
Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
The Merger Agreement provides that the obligations of Better to consummate the Mergers are conditioned on, among other things, satisfaction of the Minimum Cash Condition, which is deemed satisfied by the occurrence of each of (i) funding of $750,000,000 pursuant to the Pre-Closing Bridge Note Purchase Agreement, which completed on December 2, 2021, and (ii) the entry into definitive documentation for $750,000,000 of Post-Closing Convertible Notes as provided for in the SoftBank Subscription Agreement and the Sponsor Subscription Agreement, each as amended. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause Better Home & Finance’s net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001.
 
Q:
How will the level of redemptions by holders of Aurora’s Class A ordinary shares affect my ownership of Better Home & Finance upon the closing of the Business Combination?
 
A:
Because the Business Combination is structured as an acquisition of Better by Aurora, all Aurora ordinary shares outstanding prior to the Business Combination will remain outstanding after the Business Combination. Initially, pursuant to the Redemption Subscription Agreement, the Sponsor agreed to purchase the number of shares of Aurora Class A ordinary shares equal to the number of shares that Aurora public shareholders have elected to redeem. As a result, the only difference in the maximum and no redemptions scenarios would have been the ownership of the Sponsor and Aurora unaffiliated public shareholders in Better Home & Finance common stock. However, in order to provide Better with immediate liquidity, on November 30, 2021, the structure of the Business Combination was amended to, among other things, replace the backstop provided by the Sponsor under the Redemption Subscription Agreement with (i) Pre-Closing Bridge Notes in an amount equal to $750,000,000, funded on December 2, 2021, which convert into Better Home & Finance Class A common stock and Better Home & Finance Class C common stock upon consummation of the Business Combination, and (ii) a commitment from SoftBank and the Sponsor to fund, pursuant to the amended SoftBank Subscription Agreement and Sponsor Subscription Agreement, respectively, senior subordinated unsecured 1% Post-Closing Convertible Notes with a five-year maturity, in an amount equal to $750,000,000 (less any amounts released to Better at the Closing (excluding, for the avoidance of doubt, amounts released to Better under the Subscription Agreements)) during the first 45 days after the Closing Date. As a result of the commitment by Sponsor, the Major Aurora Shareholder and the Aurora directors and officers not to redeem in the aggregate 3,502,500 Aurora Class A shares held by them, a minimum of $35,025,000 will be released to Better at the Closing from Aurora’s trust account, and, accordingly, the maximum aggregate principal amount of Post-Closing Convertible Notes to be issued is $714,975,000. For further details, see
“Summary of the Proxy Statement/Prospectus—Transaction Summary,” “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 3” and “BCA Proposal—Related Agreements.”
Accordingly, the total number of Aurora ordinary shares to be outstanding at Closing (and your relative ownership levels) will be affected by the number of shares of Class A ordinary shares that are redeemed in
 
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connection with the Business Combination. In particular and as illustrated in the table below, Better Stockholders will hold a greater percentage of outstanding shares and voting power in Better Home & Finance under the maximum redemptions scenario than under the no redemptions scenario, and there will be approximately 3.0% fewer shares of Better Home & Finance common stock outstanding under the maximum redemptions scenario than under the no redemptions scenario (disregarding shares of Better Home & Finance Class A common stock issuable as Post-Closing Conversion Shares in respect of any Post-Closing Convertible Notes funded at or in the 45 days following closing of the Business Combination).
Furthermore, to the extent that holders of Class A ordinary shares redeem their Class A ordinary shares in connection with the Business Combination, their Aurora warrants will remain issued and outstanding notwithstanding the redemption of their Class A ordinary shares. Based on the trading price of the Aurora warrants of $[    ] per Aurora warrant as of [    ], 2022, the Aurora warrants owned by the holders of Class A ordinary shares were worth approximately $[    ] in the aggregate, and the Aurora warrants owned by the Sponsor and its affiliates were worth approximately $[    ]. Following the consummation of the Business Combination and pursuant to the terms of the Warrant Agreement, each whole Aurora warrant will be exercisable for one Aurora Class A ordinary share.
The following table illustrates varying ownership levels and voting power in Better Home & Finance on a fully diluted basis immediately following the consummation of the Business Combination. These ownership percentages assume the exercise of all Better Warrants on a cash basis and the pro forma ownership assumptions described elsewhere in this proxy statement/prospectus. See “
Questions and Answers for Shareholders of Aurora—What equity stake and voting power will current Aurora shareholders and Better Stockholders hold in Better Home & Finance immediately after the consummation of the Business Combination?
 
    
Fully Diluted Share Ownership and Voting Power in Better Home & Finance
(1)
 
    
Post-Business Combination

No Redemptions
   
Post-Business Combination

Maximum Redemptions
 
     Number of
Shares
     Percentage of
Outstanding
Shares
    Percentage of
Voting Power
    Number of
Shares
     Percentage of
Outstanding
Shares
    Percentage of
Voting Power
 
Better Stockholders—Class A
     38,830,741        4.9     1.9     38,830,741        5.0     1.9
Better Stockholders—Class B
(2)
(3)
     591,765,014        74.1     86.6     591,765,014        76.4     87.7
Aurora Public Shareholders—Class A
     24,297,787        3.0     1.2     —          —         —    
Sponsor—Class A
(4)
     19,062,558        2.4     0.9     19,062,558        2.5     0.9
SoftBank—Class A
(5)
     14,506,577        1.8     0.7     11,985,615        1.5     0.6
SoftBank II—Class B
     59,404,245        7.4     8.7     59,404,245        7.7     8.8
SoftBank—Class C
(6)
     50,493,423        6.3           53,014,385        6.8      
  
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
 
Total
  
 
798,360,345
 
  
 
100.0
 
 
100.0
 
 
774,062,558
 
  
 
100.0
 
 
100.0
  
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
 
 
(1)
Based on outstanding Better Capital Stock, Better Warrants and Better Awards as of June 1, 2022.
(2)
Excludes 59,404,245 shares of Better Home & Finance Class B common stock to be issued to SoftBank II in respect of its holding of Better Capital Stock prior to the Closing. After consummation of the Business Combination, SoftBank, as an investor in the Pre-Closing Bridge Financing, and SoftBank II, as a holder of Better Capital Stock, are collectively expected to beneficially own approximately 124,404,245 shares representing 9.4% of the voting power of Better Home & Finance common stock (without giving effect to the Voting Proxy described under “
Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements
”).
(3)
Includes shares of Better Home & Finance common stock underlying Better Options, Better RSUs and Better Restricted Stock.
(4)
Includes Better Home & Finance Class A common stock expected to be held by the Sponsor, the Aurora Major Shareholder and certain Aurora directors and officers. In particular, the Sponsor is expected to beneficially own 16,452,245 shares of Better Home & Finance Class A common stock in the aggregate,
 
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  comprised of (i) 2,300,000 shares of Better Home & Finance Class A common stock converted from Aurora Class A ordinary shares held prior to the Business Combination, (ii) 4,152,245 shares of Better Home & Finance Class A common stock to be issued in connection with conversion of the founder shares (which number excludes 1,390,014 Sponsor Locked-Up Shares because such shares are subject to potential forfeiture in a change of control event, which renders them contingently issuable at Closing) and (iii) 10,000,000 shares of Better Home & Finance Class A common stock to be issued as Pre-Closing Bridge Conversion Shares in connection with conversion of the Pre-Closing Bridge Notes funded by the Sponsor. The Aurora Major Shareholder is expected to beneficially own 2,159,375 shares of Better Home & Finance Class A common stock in the aggregate, comprised of (i) 1,000,000 shares of Better Home & Finance Class A common stock converted from Aurora Class A ordinary shares held prior to the Business Combination and (ii) 1,159,375 shares of Better Home & Finance Class A common stock to be issued in connection with conversion of the founder shares .Certain Aurora directors and officers not included above are expected to beneficially own 450,938 shares of Better Home & Finance Class A common stock in the aggregate, comprised of (i) 202,500 shares of Better Home & Finance Class A common stock converted from Aurora Class A ordinary shares held prior to the Business Combination and (ii) 248,438 shares of Better Home & Finance Class A common stock to be issued in connection with conversion of the founder shares. For more information, see the section entitled “
Beneficial Ownership of Securities.
(5)
Better Home & Finance Class A common stock is expected to be issued to SoftBank as Pre-Closing Bridge Conversion Shares in connection with conversion of the Pre-Closing Bridge Notes at Closing.
(6)
Better Home & Finance Class C common stock is expected to be issued to SoftBank as Pre-Closing Bridge Conversion Shares in connection with conversion of the Pre-Closing Bridge Notes at Closing.
 
Q:
How will dilution affect the shareholders who elect not to redeem their shares in connection with the Business Combination?
 
A:
The following table illustrates varying ownership levels by and returns to holders of Better Home & Finance securities (including the Pre-Closing Bridge Investors and others) at various prices based on the pro forma ownership assumptions and the no redemptions scenario. Warrant dilution is calculated using the treasury stock method. This table does not contemplate any incentive awards under the 2022 Plan or 2022 ESPP as the number and terms of any such awards are not yet known.
Sponsor and certain directors of Aurora hold 6,950,072 Aurora Class B ordinary shares which will be converted to shares of Better Home & Finance Class A common stock in connection with the Mergers (including after giving effect to the Domestication). The anti-dilution provisions in the Aurora Class B ordinary shares will not result in additional dilution from the issuance of Aurora Class A ordinary shares on a greater than one-to-one basis in connection with the conversion of the Aurora Class B ordinary shares in connection with the Business Combination.
 
Share Price
 
$5.00
   
$7.50
   
$10.00
   
$12.50
   
$15.00
   
$17.50
   
$20.00
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Number of Shares Held (millions):
 
         
Aurora Public Shares
(1)
    24.3       24.3       24.3       24.3       24.3       24.3       24.3  
Aurora Public Shares Held by Sponsor
    3.5       3.5       3.5       3.5       3.5       3.5       3.5  
Aurora Public Warrants
(2)
    —         —         —         0.5       1.4       2.1       2.2  
Aurora Founder Shares
(3)
    5.6       5.6       5.6       6.0       6.5       7.0       7.0  
Aurora Private Warrants Held by Sponsor
(4)
    —         —         —         0.3       0.7       1.1       1.3  
Aurora Private Warrants Transferred to Better Retail Customers
(5)
    —         —         —         0.2       0.5       0.8       1.0  
Pre-Closing Bridge Financing Providers
    75.0      
75.0
 
   
75.0
 
   
75.0
 
   
75.0
 
   
75.0
 
   
75.0
 
SoftBank
    65.0      
65.0
 
   
65.0
 
   
65.0
 
   
65.0
 
   
65.0
 
   
65.0
 
Sponsor
    10.0      
10.0
 
   
10.0
 
   
10.0
 
   
10.0
 
   
10.0
 
   
10.0
 
Better Existing Stockholders Equity Rollover
    690.0       690.0       690.0       693.0       695.0       696.4       697.5  
 
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Share Price
 
$5.00
   
$7.50
   
$10.00
   
$12.50
   
$15.00
   
$17.50
   
$20.00
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Post-Money Equity Value ($, millions)
(6)
 
$
3,992
 
 
$
5,988
 
 
$
7,984
 
 
$
10,034
 
 
$
12,105
 
 
$
14,178
 
 
$
16,234
 
Implied Returns ($, millions, unless otherwise noted):
                                                       
Illustrative Aurora Public Shareholder
1-Year
Return (%)
(7)
 
 
(50
%) 
 
 
(25
%) 
 
 
—  
 
 
 
28
 
 
59
 
 
90
 
 
118
Illustrative Bridge Investor
1-Year

Return (%)
(8)
 
 
(50
%) 
 
 
(25
%) 
    —      
 
25
 
 
50
 
 
75
 
 
100
Sponsor Gain, excluding As-Converted Shares Underlying Pre-Closing Bridge Financing
 
$
3
 
 
$
26
 
 
$
49
 
 
$
80
 
 
$
119
 
 
$
160
 
 
$
193
 
Illustrative Sponsor
1-Year
Return, excluding Pre-Closing Bridge Conversion Shares and Post-Closing Convertible Shares (%)
 
 
8
 
 
62
 
 
116
 
 
192
 
 
284
 
 
382
 
 
460
Sponsor (Loss) Gain, including
As-Converted Shares Underlying Pre-Closing Bridge Financing
(9)
 
($
47
 
$
1
 
 
$
49
 
 
$
105
 
 
$
169
 
 
$
235
 
 
$
293
 
Illustrative Sponsor
1-Year
Return, including As-Converted Shares Underlying Pre-Closing Bridge Financing (%)
 
 
(33
%) 
 
 
1
 
 
34
 
 
74
 
 
119
 
 
166
 
 
206
Implied Ownership of Better Home & Finance (%):
                                                       
Aurora Public Stockholders
    3.0     3.0     3.0     3.1     3.2     3.3     3.3
Sponsor, excluding its Bridge Investment
    1.1     1.1     1.1     1.2     1.3     1.4     1.4
Bridge Investors
    9.4     9.4     9.4     9.3     9.3     9.3     9.2
SoftBank
(10)
    8.1     8.1     8.1     8.1     8.1     8.0     8.0
Sponsor
    1.3     1.3     1.3     1.2     1.2     1.2     1.2
Better Existing Stockholders Equity Rollover
    86.4     86.4     86.4     86.3     86.1     86.0     85.9
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
 
 
100.0
 
 
100.0
 
 
100.0
 
 
100.0
 
 
100.0
 
 
100.0
 
 
100.0
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Implied Dilution from Aurora Founder Shares and Aurora Private Warrants
 
 
0.7
 
 
0.7
 
 
0.7
 
 
0.8
 
 
0.9
 
 
1.0
 
 
1.0
 
(1)
Excludes 3,502,500 public shares held by Sponsor, the Major Aurora Shareholder and certain directors and officers of Aurora.
(2)
Shares underlying the 6,075,072 Aurora public warrants held by public shareholders with an $11.50 exercise price calculated using the treasury stock method. Warrants have a redemption price of $18.00; at share prices above $18.00, assumes warrants are exercised at $18.00.
(3)
Reflects Aurora Class B ordinary shares held by Sponsor and Aurora directors and affiliates that will convert to Aurora Class A ordinary shares in connection with the Business Combination, as well as the release of
lock-ups
on such shares at $12.50, $15.00, and $17.50. The number of Class A ordinary shares issuable upon conversion of all Aurora Class B ordinary shares is equal, in the aggregate, to 20% of the total number of Class A ordinary shares outstanding after such conversion, including the total number of Aurora Public Shares and Aurora Public Shares held by Sponsor. See “
BCA Proposal—Anti-Dilution Rights – Aurora Class B Ordinary Shares
.”
(4)
Reflects private warrants held by Sponsor and Aurora’s directors and officers, as well as the release of
lock-ups
on shares underlying such warrants at $12.50, $15.00, and $17.50.
(5)
Shares underlying the 2,286,686 warrants (50% of 4,573,372 total Aurora private warrants) to be transferred from the Sponsor to Better retail customers at closing with an $11.50 exercise price calculated using the treasury stock method.
(6)
Calculated as total shares outstanding multiplied by the illustrative share price.
(7)
Illustrative return based upon a $10 per unit offering price for Aurora public units.
(8)
Assumes entry price of $10 per share for Pre-Closing Bridge Investors.
(9)
Includes Public Shares and Public Warrants.
(10)
Excluding Better rollover equity.
 
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Q:
What conditions must be satisfied to complete the Business Combination?
 
A:
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholders of Aurora and Better Stockholders, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the HSR Act and certain other required regulatory approvals, (iv) receipt of approval for listing on Nasdaq of the shares of Better Home & Finance Class A common stock to be issued in connection with the Mergers, (v) that Aurora have at least $5,000,001 of net tangible assets upon closing, (vi) the absence of any governmental orders or injunctions preventing or otherwise prohibiting or making the consummation of the Business Combination illegal, and (vii) the ability to obtain approvals for the Business Combination from state regulators, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the FHA, and the VA.
Another condition to Aurora’s and Merger Sub’s obligations to consummate the Mergers is the absence of a Better Material Adverse Effect (as defined below). For more information about conditions to the consummation of the Business Combination, see the section entitled “
BCA Proposal—The Merger Agreement.
In addition, the consummation of the Business Combination and the Transactions require approval from, among others, Fannie Mae. For more information about the regulatory framework to which Better is subject, see
“Information About Better—Government Regulations Affecting Mortgage Loan Production, Servicing and Ancillary Service.”
 
Q:
When do you expect the Business Combination to be completed?
 
A:
It is currently expected that the Business Combination will be consummated in the third quarter of 2022. This date depends, among other things, on the approval of the proposals to be put to Aurora shareholders at the extraordinary general meeting. However, such meeting requires the SEC to declare effective the registration statement of which this proxy statement/prospectus is a part and, if held, could be adjourned if the Adjournment Proposal is adopted by Aurora’s shareholders at the extraordinary general meeting and Aurora elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. If the Business Combination is not completed by September 30, 2022 (subject to extension as described in the Merger Agreement), then the Merger Agreement may be terminated. For a description of the conditions for the completion of the Business Combination, see the section entitled “
BCA Proposal—The Merger Agreement.
 
Q:
What happens if the Business Combination is not consummated?
 
A:
If Aurora is not able to complete the Business Combination with Better by March 8, 2023 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, Aurora will: (1) cease all operations except for the purpose of winding-up; (2) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable),
divided by
the number of then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Aurora will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement.
 
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Q:
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
 
A:
Neither Aurora’s shareholders nor Aurora’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
 
Q:
What do I need to do now?
 
A:
Aurora urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. Aurora’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
 
Q:
How do I vote?
 
A:
If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person or virtually at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed
postage-paid envelope.
If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own
are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person or virtually, obtain a valid proxy from your broker, bank or nominee
.
 
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
 
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to
non-discretionary
matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered
non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker
non-vote.”
Abstentions and broker
non-votes,
while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.
 
Q:
When and where will the extraordinary general meeting be held?
 
A:
The extraordinary general meeting will be held at [    ] [a.m./p.m.], Eastern Time, on [    ], 2022, at [            ] or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
 
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Q:
Who is entitled to vote at the extraordinary general meeting?
 
A:
Aurora has fixed [    ], 2022 as the record date for the extraordinary general meeting. If you were a shareholder of Aurora at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or virtually or is represented by proxy at the extraordinary general meeting.
 
Q:
How many votes do I have?
 
A:
Aurora shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 34,750,359 ordinary shares issued and outstanding, of which 27,800,287 were issued and outstanding public shares.
 
Q:
What constitutes a quorum?
 
A:
A quorum of Aurora shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or virtually or by proxy. As of the record date for the extraordinary general meeting, 17,375,180 ordinary shares would be required to achieve a quorum.
 
Q:
What vote is required to approve each proposal at the extraordinary general meeting?
 
A:
The following votes are required for each proposal at the extraordinary general meeting:
 
  (i)
BCA Proposal
: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 
  (ii)
Domestication Proposal
: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least
two-thirds
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 
  (iii)
Organizational Documents Proposals
: The separate approval of each of the Organizational Documents Proposals A, B, C and D requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least
two-thirds
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 
  (iv)
Director Election Proposal
: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Aurora Class B ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the Cayman Constitutional Documents, prior to the consummation of a business combination (as defined therein), only the holders of the Aurora Class B ordinary shares are entitled to vote on the Director Election Proposal.
 
  (v)
Stock Issuance Proposal
: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 
  (vi)
Incentive Equity Plan Proposal
: The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 
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  (viii)
ESPP Proposal
:
The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 
  (ix)
Adjournment Proposal
: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 
Q:
What are the recommendations of Aurora’s board of directors?
 
A:
Aurora’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Aurora’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of Aurora’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aurora and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aurora’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination”
for a further discussion of these considerations.
 
Q:
How does the Sponsor intend to vote their shares?
 
A:
The Sponsor, a Major Aurora Shareholder, has agreed to vote all the founder shares and any other public shares they may hold (including 2,500,000 Aurora Class A common shares purchased in a private placement in connection with the initial public offering (“IPO”) and in the public markets) in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including Aurora’s independent directors and affiliates) owns 30.1% of the issued and outstanding ordinary shares and have committed to vote for the Business Combination as described in the immediately preceding sentence. Additionally, Shravin Mittal, a Major Aurora Shareholder who owns his shares through Unbound HoldCo, also entered into the Aurora Holder Support Agreement, and agreed to vote in favor of all the proposals being presented at the extraordinary general meeting. In total, 30.1% of the issued and outstanding shares have committed to vote their shares in favor of all the proposals being presented at the extraordinary general meeting. Assuming all outstanding shares of Aurora voting stock are voted, in order to obtain the affirmative vote of at least a majority of the voting power of the outstanding shares of Aurora, voting together as a single class, present in person or represented by proxy at the extraordinary general meeting and entitled to vote necessary to approve the proposals being presented at the extraordinary general meeting, the affirmative vote of approximately 20% of the remaining Aurora common shares will be required.
 
Q:
What happens if I sell my Aurora ordinary shares before the extraordinary general meeting?
 
A:
The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).
 
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