424B3 1 auroraacquisition424b3.htm 424B3 Document
 Filed Pursuant to Rule 424(b)(3)
 Registration File No. 333-258423

PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING IN LIEU OF 2023 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, third, fourth, fifth and sixth amendments to the Merger Agreement, dated as of October 27, 2021, November 9, 2021, November 30, 2021, August 26, 2022, February 24, 2023 and June 23, 2023, respectively, copies of which are attached to this proxy statement/prospectus as Annexes A-1, A-2, A-3, A-4, A-5 and A-6, 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 Aurora 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 Aurora Class B ordinary shares, par value $0.0001 per share, of Aurora, 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 shares of Class B common stock, par value $0.0001 per share, of Better Home & Finance (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 will be authorized to effect the transactions contemplated under the Merger Agreement and under the Ancillary Agreements (as defined herein); (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 (as defined herein) 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) 212,598 shares of Better Home & Finance Class A common stock to be issued to the shareholders of Aurora in the Domestication and (2) 6,075,050 warrants to purchase shares of Better Home & Finance Class A common stock (“Better Home & Finance Warrants”) to be issued to the holders of Aurora public warrants 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 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 their 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 Closing (as defined below) 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 (a) up to 33,088,690 shares of Better Home & Finance Class B common stock issuable upon the exercise following the Mergers of Better Home & Finance Options, (b) up to 24,160,897 shares of Better Home & Finance Class B common stock in respect of Better Home & Finance RSUs, and (c) up to 15,690,045 shares of Better Home & Finance Class A common stock and Better Home & Finance Class B common stock in respect of Better Warrants, which will either be exercised or convert to Better Home & Finance Warrants following the Mergers (including up to 1,402,791 shares of Better Home & Finance Class A common stock and Better Home & Finance Class B common stock to be issued to the extent Better Home & Finance Warrants are cash exercised), all of which assumes the pro forma ownership assumptions (as defined herein) and also assumes, for illustrative purposes only, that the Closing (as defined below) had been consummated as of March 31, 2023). 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 2023 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 “Risk Factors” beginning on page 88 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 July 27, 2023, and is first being mailed to Aurora’s shareholders on or about July 28, 2023.

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 2023 annual meeting (the “extraordinary general meeting”) of Aurora Acquisition Corp., a Cayman Islands exempted company, company number 366813 (“Aurora”), at 9:30 a.m., Eastern Time, on August 11, 2023, at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704, or virtually via live webcast at https://www.cstproxy.com/auroraacquisition/sm2023, 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, and as amended as of October 27, 2021, November 9, 2021, November 30, 2021, August 26, 2022, February 24, 2023 and June 23, 2023 (as the same may be further 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, along with each of the amendments, is attached to the accompanying proxy statement/prospectus as Annex A and Annexes A-1, A-2, A-3, A-4, A-5 and A-6. 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 (as defined herein), (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 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), (b) the Sponsor in connection with its commitment to subscribe for and purchase common stock of Better Home & Finance pursuant to the Limited Waiver (as defined herein) and (c) the Better Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (3) a proposal to approve and adopt the 2023 Incentive Equity Plan (the “Incentive Equity Plan Proposal”), (4) a proposal to approve and adopt the 2023 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 seven 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.

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”) (excluding any amounts then on deposit in the trust account that are allocable on a pro rata basis to the Aurora private shares), calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), but excluding any interest earned on the funds in the trust account that are allocable on a pro rata basis to the Aurora private shares. For illustrative purposes, as of June 30, 2023, this would have amounted to approximately $10.37 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.
The Sponsor and the other Major Aurora Shareholder (Shravin Mittal, who owns his shares through Unbound HoldCo Ltd. and is also a member of the board of directors of Aurora) have agreed, among other things, to 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 Aurora ordinary shares held by them following the redemption of certain shares by the Sponsor at the combined extraordinary and annual general meeting of Aurora on February 24, 2023, in each case, subject to the terms and conditions contemplated by the Acquiror 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”) and the Amended and Restated Insider Letter Agreement, dated as of May 10, 2021, a copy of which is attached as Annex L to this proxy statement/prospectus (the “Amended and Restated Insider Letter Agreement”). The founder shares 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 68.7% and 24.0% of the issued and outstanding Aurora 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 funding 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will be at least $5,000,001. The Sponsor Subscription Agreement was subsequently

further amended by that certain Letter Agreement dated August 26, 2022, among Aurora, Better and the Sponsor (the “First Novator Letter Agreement”) pursuant to which the parties agreed to permit the Sponsor not to fund up to $100,000,000 of such commitment. Additionally, the parties to the First Novator Letter Agreement agreed that if the Sponsor does not fund all or a portion of its Post-Closing Convertible Note, then SoftBank’s commitment to fund its Post-Closing Convertible Note shall be reduced on a dollar-for-dollar basis by the amount that is not funded by the Sponsor, such that if the Sponsor elects not to fund in full its Post-Closing Convertible Note, then SoftBank is only obligated to fund $550,000,000 of its Post-Closing Convertible Note. As a result, the commitment to fund the purchase of the Post-Closing Convertible Notes pursuant to the definitive documentation therefor, together with the funding of the Pre-Closing Bridge Notes on December 2, 2021, will satisfy the Minimum Cash Condition, and, accordingly, Better’s obligation to consummate the Mergers is no longer conditional on the PIPE Investment. Better and Aurora believe they have materially agreed on a form of indenture for the Post-Closing Convertible Notes and will seek to enter into such indenture with SoftBank before Closing.
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 shares of Better common stock and Better preferred stock (together, the “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 “Risk Factors” beginning on page 88 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” the 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. As the

Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, including 100% of the issued and outstanding Aurora Class B ordinary shares, and have committed to vote their shares in favor of the Business Combination, we expect that each of the aforementioned Proposals will be approved.
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.
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 July 27, 2023 and is first being mailed to shareholders on or about July 28, 2023.

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 2023 ANNUAL MEETING
TO BE HELD ON AUGUST 11, 2023
TO THE SHAREHOLDERS OF AURORA ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of the 2023 annual meeting (the “extraordinary general meeting”) of Aurora Acquisition Corp., a Cayman Islands exempted company, company number 366813 (“Aurora”), will be held at 9:30 a.m., Eastern Time, on August 11, 2023, at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704, or virtually via live webcast at https://www.cstproxy.com/auroraacquisition/sm2023. 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 amended on October 27, 2021, November 9, 2021, November 30, 2021, August 26, 2022, February 24, 2023 and June 23, 2023 (as the same may be further amended, the “Merger Agreement”), by and among Aurora, Merger Sub and Better, a copy of which, along with the amendments, is attached to this proxy statement/prospectus as Annex A and Annexes A-1, A-2, A-3, A-4, A-5 and A-6. 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 material differences described herein 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 the 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” or the “ordinary shares”), and 5,000,000 preference shares, par value $0.0001 per share (the “Former preference shares”), to 1,800,000,000 shares of

Class A common stock, par value $0.0001 per share (the “Better Home & Finance Class A common stock”), 700,000,000 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 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 seven 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), (b) the Sponsor in connection with its commitment to subscribe for and purchase common stock of Better Home & Finance pursuant to the Limited Waiver (as defined herein) and (c) 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 2023 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 2023 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 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 July 19, 2023 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: https://www.cstproxy.com/auroraacquisition/sm2023.
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 “Risk Factors” beginning on page 88 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 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 5:00 p.m., Eastern Time, on August 9, 2023 (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 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 (excluding any amounts then on deposit in the trust account that are allocable on a pro rata basis to the Aurora private shares), calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), but excluding any interest earned on the funds held in the trust account that are allocable on a pro rata basis to the Aurora private shares. For illustrative purposes, as of June 30, 2023 this would have amounted to approximately $10.37 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.
Novator Capital Sponsor Ltd., a company organized under the laws of Cyprus and shareholder of Aurora (the “Sponsor”), and Shravin Mittal, who owns his shares through Unbound HoldCo Ltd., each a Major Aurora Shareholder, 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 Aurora ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Acquiror 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”) and the Amended and Restated Insider Letter Agreement, dated as of May 10, 2021, a copy of which is attached as Annex L to this proxy statement/prospectus (the “Amended and Restated Insider Letter Agreement”). The founder shares 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 Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora 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 funding 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 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 Sponsor Subscription Agreement was subsequently further amended by the First Novator Letter Agreement, pursuant to which the parties agreed to permit the Sponsor not to fund up to $100,000,000 of such commitment (such total amount, the “Minimum Available Cash Amount” and such condition, the “Minimum Cash Condition”) (see section entitled “BCA Proposal” for more information). Additionally, the parties to the First Novator Letter Agreement agreed that if the Sponsor does not fund all or a portion of its Post-Closing Convertible Note, then SoftBank’s commitment to fund its Post-Closing Convertible Note shall be reduced on a dollar-for-dollar basis by the amount that is not funded by the Sponsor, such that, if the Sponsor elects not to fund in full its Post-Closing Convertible Note, then SoftBank is only obligated to fund $550,000,000 of its Post-Closing Convertible Note. As a result, the commitment to fund the purchase of the Post-Closing Convertible Notes pursuant to the definitive documentation therefor, together with the funding of the

Pre-Closing Bridge Notes on December 2, 2021, will satisfy the Minimum Cash Condition, and, accordingly, Better’s obligation to consummate the Mergers is no longer conditional on the PIPE Investment. Better and Aurora believe they have materially agreed on a form of indenture for the Post-Closing Convertible Notes and will seek to enter into such indenture with SoftBank before Closing.
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 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. As the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, including 100% of the issued and outstanding Aurora Class B ordinary shares, and have committed to vote their Aurora ordinary shares in favor of the Business Combination, we expect that each of the aforementioned Proposals will be approved.
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., July 27, 2023
Arnaud Massenet
Chief Executive Officer
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.

TABLE OF CONTENTS
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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 2023 annual meeting (the “extraordinary general meeting”) of Aurora to be held on August 11, 2023, you must request the information no later than August 4, 2023, five business days prior to the date of the extraordinary general meeting.
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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.
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SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:
•“2023 Plan” are to the Better Home & Finance 2023 Incentive Equity Plan attached to this proxy statement/prospectus as Annex O;
•“A&R Promissory Note” are to the amended and restated promissory note by and between Aurora and the Sponsor; dated February 23, 2022, a copy of which is attached to this proxy statement/prospectus as Annex N, which amended and restated the Original Promissory Note;
•“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 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, 2023 (subject to further extension as described in the Merger Agreement and the Cayman Constitutional Documents);
•“Amended and Restated Insider Letter Agreement” are to that certain Letter Agreement, dated May 10, 2021, by and between the Sponsor and certain individuals, each of whom is a member of the board of directors and/or management team of Aurora, a copy of which is attached to this proxy statement/prospectus as Annex L;
•“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 Amended and Restated Insider Letter Agreement 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 Acquiror 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 placement warrants” are to the warrants issued to the Sponsor and certain of Aurora’s directors and officers (or their affiliates) at a price of $1.50 per warrant in the separate private placement consummated by Aurora simultaneously with the closing of Aurora’s initial public offering,including the additional warrants issued to the Sponsor and certain of Aurora’s directors and officers (or their affiliates) on March 10, 2021 in connection with the partial exercise of the underwriter’s over-allotment option, which remain 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.
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•“Aurora private shares” are to the Aurora Class A ordinary shares included in the Aurora private units;
•“Aurora private units” are to any of the 3,500,000 Aurora private units sold at a price of $10.00 per unit to the Sponsor and certain of Aurora’s directors and executive officers in a private placement consummated by Aurora simultaneously with the closing of Aurora’s initial public offering, which remain outstanding as of the date of this proxy statement/prospectus, each consisting of one Aurora private share and one-quarter of one Aurora private warrant (less the number of units that have been separated into the underlying Aurora Class A ordinary shares and underlying warrants), or the private units 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 private warrants” are to the warrants included in the Aurora private units and to the Aurora private placement warrants, which remain 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” and “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” and “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 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;
•“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 Company 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;
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•“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;
•“Board” are to the board of directors of Aurora prior to its domestication as a corporation in the State of Delaware and Better Home & Finance after Aurora’s domestication as a corporation incorporated in the State of Delaware, unless otherwise indicated in this proxy statement/prospectus;
•“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);
•“CFPB” are to the Consumer Financial Protection Bureau;
•“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;
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•“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;
•“Corporate Credit Facility” are to the loan and security agreement between Better, certain of its subsidiaries as guarantors, certain lenders and Clear Spring Life and Annuity Company as agent for such lenders, originally dated as of March 29, 2019 and as amended and restated from time to time, including as of March 25, 2020, to provide for a $150.0 million secured term loan facility, as of November 19, 2021 to provide for an additional asset-backed revolving credit facility in an aggregate principal amount of $100 million (the “2021 Revolver”) and as of February 23, 2023 (the “2023 Amendment”) to eliminate the 2021 Revolver and modify certain covenants to reflect Better’s current operating condition;
•“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 2023 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;
•“Extension” are to the approval by Aurora’s shareholders of an amendment to the Cayman Constitutional Documents to extend the date by which Aurora has to complete a business combination from March 8, 2023 to September 30, 2023 at Aurora’s combined annual and extraordinary general meeting on February 24, 2023 in connection with the amendment to the Agreement End Date effectuated by the fifth amendment to the Merger Agreement;
•“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;
•“FNMA” are to the Federal National Mortgage Association;
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•“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;
•“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), divided by Funded Loan Volume. 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, net of any mark-to-market revenue impact from fluctuating interest rates on certain loan and financial assets that is reflected in mortgage platform revenue, net, 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;
•“HUD” are to the U.S. Department of Housing and Urban Development;
•“initial public offering” are to Aurora’s initial public offering that was consummated on March 8, 2021;
•“Insiders” are to those certain individuals, each of whom is a member of the board of directors and/or management team of Aurora, who are party to the Amended and Restated Insider Letter Agreement, with each such individual an “Insider”;
•“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;
•“Limited Waiver” are to that certain Limited Waiver to the Amended and Restated Insider Letter Agreement, dated February 23, 2023, by and among Aurora, Better, the Sponsor, and the Insiders party to the Amended and Restated Insider Letter Agreement, a copy of which is attached to this proxy statement/prospectus as Annex L-1;
•“Major Aurora Shareholders” 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
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his shares through Unbound HoldCo Ltd. and is also a member of the Board, with each of the Major Aurora Shareholders a “Major Aurora Shareholder”;
•“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, (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, (iv) the fourth amendment to the Merger Agreement, dated August 26, 2022, a copy of which is attached to this proxy statement/prospectus as Annex A-4, (v) the fifth amendment to the Merger Agreement, dated February 24, 2023, a copy of which is attached to this proxy statement/prospectus as Annex A-5 and (vi) the sixth amendment to the Merger Agreement, dated June 23, 2023, a copy of which is attached to this proxy statement/prospectus as Annex A-6;
•“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;
•“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, including as may be amended (in the case of the SoftBank Subscription Agreement) or amended (in the case of the Sponsor Subscription Agreement) to permit such investor not to fund up to $100 million of such commitment (or $200 million in the aggregate) pursuant to the First Novator Letter Agreement;
•“MSRs” are to mortgage-servicing rights;
•“Nasdaq” are to The Nasdaq Capital Market or The Nasdaq Stock Market, LLC, as applicable;
•“ordinary shares” or “Aurora ordinary shares” are to the Aurora Class A ordinary shares and the Aurora Class B ordinary shares, collectively;
•“Original Promissory Note” are to the amended and restated promissory note by and between Aurora and the Sponsor; dated May 10, 2021, which was subsequently restated and amended by the A&R Promissory Note;
•“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;
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•“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. The obligation of Better to consummate the Mergers is no longer conditional on the PIPE Investment, which formerly would satisfy in part the Minimum Cash Condition but which has been replaced by the entry into definitive documentation to fund the purchase of the Post-Closing Convertible Notes;
•“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, less up to $200,000,000 in the aggregate that SoftBank and the Sponsor may elect not to fund pursuant to the First Novator Letter Agreement attached to this proxy statement/prospectus as Annex I-2, on and subject to the terms set forth in the term sheets attached thereto. The Major Aurora Shareholders, including the Sponsor, and the other Insiders initially committed to forgo redemption of an aggregate of 3,502,500 Aurora Class A ordinary shares held by them, which would have resulted in a minimum of $35,025,000 being 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 would have been $714,975,000. Pursuant to the Limited Waiver, on February 24, 2023, the Sponsor was permitted, and elected, to redeem an aggregate of 1,663,760 Aurora private shares. As such, their commitment to forgo redemption only applies to 1,838,740 Aurora Class A ordinary shares that continue to be held by the Major Aurora Shareholders, inclusive of the Sponsor, and certain directors and officers of Aurora (and their respective affiliates), which will result in a minimum of $18,943,745 being released to Better at the Closing from the trust account (which amount includes, for each Aurora Class A ordinary share not redeemed, the $10.00 paid on each such Aurora Class A ordinary share pursuant to its sale in the initial public offering or as part of the Aurora private units, plus any interest accumulated with respect to such shares). Accordingly, the maximum aggregate principal amount of Post-Closing Convertible Notes to be issued will now be $731,056,255, less up to $200,000,000 in the aggregate that SoftBank and the Sponsor may elect not to fund pursuant to the First Novator Letter Agreement;
•“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;
•“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;
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•“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 $10.00 per share, in connection with the consummation of the Business Combination or, in the case of the Pre-Closing Bridge Note held by Sponsor, as may be exchanged, in certain circumstances pursuant to the First Novator Letter Agreement or that certain Letter Agreement, dated February 7, 2023 among Aurora, Better and the Sponsor (the “Second Novator Letter Agreement”);
•“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 at a conversion price of $10.00 per share, (b) the Pre-Closing Bridge Notes funded by the Sponsor in an aggregate principal amount of $100,000,000 are exchanged for Better Home & Finance Class A common stock at an exchange price of $2.50 per share pursuant to the Second Novator Letter Agreement, (c) 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 the Amended and Restated Insider Letter Agreement), (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;
•“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;
•“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;
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•“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 Aurora Class A ordinary shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;
•“Redemption Restriction” are to the agreement by the Sponsor and each Insider, pursuant to the Amended and Restated Insider Letter Agreement, to waive, with respect to the Aurora Class A ordinary shares and founder shares (and the shares into which the founder shares are converted) held by it, him or her, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including any such rights available in the context of a shareholder vote to approve certain amendments to the Cayman Constitutional 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 Corp. and party to the SoftBank Subscription Agreement;
•“SoftBank II” are to SVF II Beaver (DE) LLC, an affiliate of SoftBank Group Corp., 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, which $100,000,000 amount Better and Aurora acknowledged the Sponsor may elect not to fund pursuant to the First Novator Letter Agreement, dated as of August 26, 2022 (attached to this proxy statement/prospectus as Annex I-2);
•“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;
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•“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;
•“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 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;
•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, in particular following the redemptions by Aurora public shareholders (and the Sponsor pursuant to the Limited Waiver) in connection with the Extension and Aurora’s continued Nasdaq listing;
•our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;
•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;
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•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, particularly elevated interest rates and lower home sales and refinancing activity;
•their ability to restore their growth and their expectations regarding the development and long-term 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 remediate existing material weaknesses and implement and 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;
•the results of their on-going SEC investigation; 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
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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 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 88 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 9:30 a.m., Eastern Time, on August 11, 2023, at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704, or virtually via live webcast. To participate virtually in the extraordinary general meeting, visit https://www.cstproxy.com/auroraacquisition/sm2023 and enter the control number included on your proxy card. You may register for the meeting as early as 9:00 a.m., Eastern Time, on August 8, 2023. 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, along with each of the amendments thereto, is attached to this proxy statement/prospectus as Annex A and Annexes A-1, A-2, A-3, A-4, A-5 and A-6, 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.
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.
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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;
•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) 1,800,000,000 shares of Better Home & Finance Class A common stock, 700,000,000 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 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 seven 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), (2) the Sponsor in connection with its commitment to subscribe for and purchase common stock of Better Home & Finance pursuant to the Limited Waiver and (3) the Better Stockholders pursuant to the Merger Agreement;
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•a proposal to approve by ordinary resolution the 2023 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.
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. As the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, including 100% of the issued and outstanding Aurora Class B ordinary shares, and have committed to vote their shares in favor of the Business Combination, we expect that each of the Condition Precedent Proposals will be approved. 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 in each case, if presented at 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.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.
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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 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 Capital Inc. (“Barclays”), formerly a 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 entitled “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 over two years ago 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 have grown significantly more challenging, with persistent rising interest rates and increased competitiveness among lenders due to the corresponding decline in customer demand. This changed and challenging market environment, which is expected to continue in the near-term, has had and will continue to have a significant impact on Better, resulting in financial performance materially worse than the projections with no possibility of achieving the unaudited financial projections provided to Aurora. In addition, as has been publicly reported, in early December 2021, Better began a series of workforce reductions that 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, subsequent workforce reductions in response to market conditions, 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 and market conditions 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 Better’s Business—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
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diminished, which could materially and adversely affect our business, financial condition, results of operations, and prospects” and “Risk Factors—Risks Related to Better’s Business—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 one of our largest stockholders, 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.” Today, Better is a fundamentally different company from when the projections were provided and the projections bear no relevance to the current operating condition of Better. Accordingly, these projections, which were provided to Aurora on May 6, 2021, do not, in any way, 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 and the year ended December 31, 2022 were not achieved, and actual results were significantly and materially worse than projected results. In addition, the projections for 2023 do not represent Better management’s current expectations regarding 2023. For a more extensive discussion of the unaudited financial projections and the changes subsequent to their preparation, see the sections entitled “Risk Factors—Risks Related to Better’s Business—Risks Related to Our 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 the 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/prospectus, Aurora’s initial shareholders (i.e., the Sponsor and certain of Aurora’s directors and executive officers (or their respective affiliates)) own 4,573,372 Aurora private placement warrants at an exercise price of $11.50 per share, 875,000 Aurora private warrants underlying the Aurora private units at an exercise price of $11.50, 6,950,072 Aurora Class B ordinary shares and 1,838,740 Aurora Class A ordinary shares.
The 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 $10.00 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. The Sponsor has also purchased $100,000,000 aggregate principal amount of Pre-Closing Bridge Notes, which will automatically convert into Better Home & Finance Class A common stock at a conversion price of $10.00 per share (subject to adjustment at the Sponsor’s option pursuant to the First Novator Letter Agreement and Second Novator Letter Agreement) in connection with the consummation of the Business Combination and has the option to fund up to $100,000,000 aggregate principal amount of Post-Closing Convertible Notes. As a result of this significantly lower aggregate per share investment, the 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 Class A ordinary shares at higher prices, including Aurora Class A ordinary 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 Class A ordinary shares on July 19, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, was $10.37. 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 Class A ordinary 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
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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 Class A ordinary 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 $10.00 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 Aurora Class B ordinary shares and Aurora private warrants 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 placement warrants was $1.50 per Aurora private placement warrant, or $6,400,000 in the aggregate. Sponsor and Aurora’s initial shareholders will lose their entire investment in such Aurora Class B ordinary shares and Aurora private warrants if a business combination is not completed. For more information, see the question below entitled “How will dilution affect the shareholders who elect not to redeem their shares in connection with the Business Combination?”
The only loan that has been extended by the Sponsor to Aurora is the loan represented by the amended and restated promissory note (the “Original Promissory Note”), dated as of May 10, 2021, representing an aggregate principal amount of $2,000,000. On February 23, 2022, the Original Promissory Note was amended and restated to increase the aggregate principal amount of the note to $4,000,000 (the “A&R Promissory Note”), a copy of which is attached to this proxy statement/prospectus as Annex N. As of December 31, 2022 and 2021, the amount outstanding under the A&R Promissory Note and the Original Promissory Note, respectively, was $2,812,395 and $1,412,295, respectively. On February 8, 2023, Aurora repaid an aggregate principal amount of $2,400,000 under the A&R Promissory Note. After giving effect to this repayment, as of March 31, 2023, the amount outstanding under the A&R Promissory Note was $412,395. Should Aurora’s operating costs, in relation to its proposed Business Combination, exceed the amounts still available and not currently drawn under the A&R Promissory Note, the Sponsor shall increase the amount available under the A&R Promissory Note to cover such costs, subject to an aggregate cap of $12,000,000. 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, Aurora Class A ordinary 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
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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 March 31, 2023, there were 8,998,910 Aurora ordinary shares issued and outstanding, which includes 6,950,072 founder shares held by the Sponsor and certain of Aurora’s directors (or their affiliates) and 2,048,838 Aurora Class A ordinary shares, 97.7% of which Aurora ordinary shares are held by the Sponsor and Aurora’s directors and executive officers (or their respective affiliates). As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 11,523,422 warrants, which includes the 4,573,372 Aurora private placement warrants held by the Sponsor and certain of Aurora’s directors and executive officers (or their respective affiliates), 875,000 Aurora private warrants underlying the Aurora private units and 6,075,050 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 17,360,646 (50% of the Aurora private placement warrants held by the Sponsor as of the date of the Sponsor Agreement 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 (and excluding SoftBank II)) are expected to own approximately 78.4% of the outstanding shares of Better Home & Finance common stock and have approximately 88.3% of the total voting power in a scenario where the remaining Aurora public shareholders redeem the maximum amount, (2) the Sponsor and related parties (including the directors of Aurora and their affiliates, including the Major Aurora Shareholders) are expected to collectively own, approximately 5.9% of the outstanding shares of Better Home & Finance common stock and have approximately 2.3% of the total voting power in the maximum redemptions scenario and (3) SoftBank and SoftBank II are expected to own approximately 15.7% of the outstanding shares of Better Home & Finance common stock and have approximately 9.4% of the total voting power in the maximum redemptions scenario (without giving effect to the Voting Proxy described under “Certain Relationships and Related Party Transactions— Better—Other Stockholder Agreements—SoftBank Agreements”).
In connection with the vote to approve the Extension, the holders of 25,751,449 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $10.2178 per share, for an aggregate redemption amount of $263,123,592. As such, approximately 92.6% of the Class A ordinary shares were redeemed and approximately 7.4% of the Class A ordinary shares outstanding prior to such redemptions remain outstanding. After the satisfaction of such redemptions, the balance in Aurora’s trust account was $21,251,169 as of June 30, 2023. Given the redemptions that occurred, even in a scenario with no further redemptions, Aurora public shareholders are expected to own less than 0.1% of the outstanding shares of Better Home & Finance common stock. Due to the immaterial number of Class A ordinary shares outstanding subject to redemption, all post-Business Combination share counts assume that all Aurora public shareholders redeem their Class A ordinary shares.
These percentages assume the pro forma ownership assumptions described elsewhere in this proxy statement/prospectus, including (i) under the applicable pro forma scenario presented, 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 Amended and Restated Insider Letter Agreement) (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
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clauses (a)-(d) hereof, in the aggregate equal 650,143,468 shares of Better Home & Finance Class B common stock and 39,856,532 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, as applicable, at a price of $10.00 per share pursuant to the Pre-Closing Bridge Note Purchase Agreement, (iv) the Pre-Closing Bridge Notes funded by the Sponsor in an aggregate principal amount of $100,000,000 are exchanged for Better Home & Finance Class A common stock, at a price of $2.50 per share, which represents a 75% discount to the $6.9 billion pre-money equity valuation of Better pursuant to the Second Novator Letter Agreement, 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, except 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.
The following table illustrates 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 a maximum redemptions scenario.
Post-Business Combination
Maximum Redemptions(1)
Number of SharesPercentage of Outstanding SharesPercentage of Voting Power
Better Stockholders—Class A
39,856,532 5.0 %1.9 %
Better Stockholders—Class B(2)(3)
589,197,730 73.4 %86.3 %
Aurora Public Shareholders—Class A
— — — 
Major Aurora Shareholders—Class A(4)
47,380,999 5.9 %2.3 %
SoftBank—Class A(5)
9,606,591 1.2 %0.5 %
SoftBank II—Class B
60,945,738 7.6 %8.9 %
SoftBank—Class C(6)
55,393,409 6.9 %— 
Total
802,380,999 100.0 %100.0 %
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(1)Based on outstanding Better Capital Stock, Better Warrants and Better Awards as of March 31, 2023.
(2)Excludes 60,945,738 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 125,945,738 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 Major Aurora Shareholders, including the Sponsor, and certain Aurora directors and officers. In particular, the Sponsor is expected to beneficially own 46,178,499 shares of Better Home & Finance Class A common stock in the aggregate, comprised of (i) 636,240 shares of Better Home & Finance Class A common stock converted from Aurora Class A ordinary shares held prior to the Business Combination, (ii) 5,542,259 shares of Better Home & Finance Class A common stock to be issued in connection with conversion of the founder shares (which includes the Sponsor Locked-Up Shares), and (iii) 40,000,000 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. Shravin Mittal, who owns his shares through Unbound HoldCo Ltd., 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
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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. Excludes the Sponsor’s purchase of approximately $17.0 million of Better Home & Finance Class A common stock pursuant to the Limited Waiver. 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 at a price of $10.00 per share 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 at a price of $10.00 per share 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 public warrants closed at $10.44, $10.50 and $1.375, respectively. On July 19, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the Company’s public units, Class A ordinary shares and public warrants closed at $10.825, $10.37 and $0.0301, 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 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 $10.00 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. The Major Aurora Shareholders, including the Sponsor, and the other Insiders initially committed to forgo redemption of an aggregate of 3,502,500 Aurora Class A ordinary shares held by them, which would have resulted in a minimum of $35,025,000 being 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 would have been $714,975,000. Pursuant to the Limited Waiver, on February 24, 2023, the Sponsor was permitted, and elected, to redeem an aggregate of 1,663,760 Aurora private shares. As such, their commitment to forgo redemption now only applies to 1,838,740 Aurora Class A ordinary shares that continue to be held by the Major Aurora Shareholders, inclusive of the Sponsor, and certain directors and officers of Aurora (and their respective affiliates), which will result in a minimum of $18,943,745 being released to Better at the Closing from the trust account (which amount includes, for each Aurora Class A ordinary share not redeemed, the $10.00 paid on each such Aurora Class A ordinary share pursuant to its sale in the initial public offering or as part of the Aurora private units, plus any interest accumulated with respect to such shares). Accordingly, the maximum aggregate principal amount of Post-Closing Convertible Notes to be issued will now be $731,056,255. 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. Such commitment was subsequently modified by the First Novator Letter Agreement, pursuant to which the Sponsor has the option, but not obligation, to purchase up to $100,000,000 of Post-Closing Convertible Notes. For more information, see the section entitled “BCA Proposal.”
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Q.Why is Aurora proposing the Domestication?
A.Aurora’s 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.
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 DocumentsProposed 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 3,400,000,000 shares, consisting of 1,800,000,000 shares of Better Home & Finance Class A common stock, 700,000,000 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.
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Cayman Constitutional DocumentsProposed Organizational Documents
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.
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.
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Cayman Constitutional DocumentsProposed Organizational Documents
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 share of Class A common stock, and holders of shares of Better Home & Finance Class B common stock will be entitled to cast three votes per share of Class B common stock 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 Aurora Class A ordinary 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 DocumentsProposed 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 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.
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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?”
The Insiders and the Major Aurora Shareholders, consisting of the Sponsor and Shravin Mittal, who owns securities in Aurora 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, although they will be entitled to liquidating distribution rights from the trust account with respect to the Class A ordinary shares it or they hold if Aurora fails to consummate the Business Combination by September 30, 2023. The Sponsor was permitted to redeem an aggregate of 1,663,760 Aurora private shares in connection with the Extension, subject to the terms of the Limited Waiver. For more information, see the section “BCA Proposal—Related Agreements—Limited Waiver.” 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 DTC.
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 August 9, 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
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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 June 30, 2023, this would have amounted to approximately $10.37 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 Continental 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 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.,
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Eastern Time, on August 9, 2023 (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 7 to Aurora’s financial statements for the three months ended March 31, 2023) from the proceeds from Aurora’s initial public offering and the sale of the Aurora private units was placed in the trust account. This amount reflected $220,000,000 of gross proceeds from public shares from the initial public offering and $35,000,000 of gross proceeds from the concurrent private placement of Aurora private units. As of December 31, 2022, the funds in the trust account totaled an aggregate amount of $282,284,619, reflecting an additional $23,002,870 from the gross proceeds from the underwriters’ partial exercise of their over-allotment option and interest income of $4,262,222 for the year ended December 31, 2022. On February 24, 2023, Aurora held a combined annual and extraordinary general meeting pursuant to which Aurora’s shareholders approved extending the date by which Aurora had to complete a business combination from March 8, 2023 to September 30, 2023 (the “Extension”). In connection with the approval of the Extension, public shareholders elected to redeem an aggregate of 24,087,689 public shares and, pursuant to the Limited Waiver, the Sponsor elected to redeem an aggregate of 1,663,760 Aurora private shares. As a result, an aggregate of $263,123,592 (or approximately $10.2178 per share) was released from the trust account to pay such public shareholders and the Sponsor. As of March 31, 2023, the funds in the trust account totaled an aggregate of $21,124,955, reflecting such release of funds in connection with the redemptions and interest income of $23,262 for the quarter ended March 31, 2023. Prior to February 2023, the funds held in the trust account were 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. On or around February 24, 2023, Aurora instructed Continental to liquidate the securities held in the trust account and to hold all funds in the trust account in cash (i.e., in one or more bank accounts) and cash equivalents. These funds will
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remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earlier of: (i) the completion of a business combination (including the closing thereof), (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of Aurora’s obligation to redeem 100% of the Aurora Class A ordinary shares if it does not complete a business combination by September 30, 2023, and (iii) the redemption of all Aurora Class A ordinary shares if it does not complete a business combination by September 30, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.
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 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. In February 2023, in connection with the approval of the Extension, public shareholders elected to redeem an aggregate of 24,087,689 public shares and, pursuant to the Limited Waiver, the Sponsor elected to redeem an aggregate of 1,663,760 Aurora private shares. As a result, an aggregate of $263,123,592 (or approximately $10.2178 per share) was released from the trust account to pay such shareholders and the Sponsor.
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 funding 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 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 Sponsor Subscription Agreement was subsequently further amended by the First Novator Letter Agreement to permit the Sponsor not to fund up to $100,000,000 of such commitment (see section entitled “BCA Proposal” for more information). Additionally, the parties to the First Novator Letter Agreement agreed that if the Sponsor does not fund all or a portion of its Post-Closing Convertible Note, then SoftBank’s commitment to fund its Post-Closing Convertible Note shall be reduced on a dollar-for-dollar basis by the amount that is not funded by the Sponsor, such that if the Sponsor elects not to fund in full its Post-Closing Convertible Note, then SoftBank is only obligated to fund $550,000,000 of its Post-Closing Convertible Note. As a result, the commitment to fund the purchase of the Post-Closing Convertible Notes pursuant to the definitive documentation therefor, together with the funding of the Pre-Closing Bridge Notes on December 2, 2021, will satisfy the Minimum Cash Condition, and, accordingly, Better’s obligation to consummate the Mergers is no longer conditional on the PIPE Investment.
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 Aurora Class A ordinary shares equal to the number of shares that Aurora public shareholders elect 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
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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 or, in the case of the Pre-Closing Bridge Note held by the Sponsor, may be exchanged pursuant to the First Novator Letter Agreement and Second Novator Letter Agreement for, 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, including as may be amended (in the case of the SoftBank Subscription Agreement) or as amended (in the case of the Sponsor Subscription Agreement) to permit such investor not to fund up to $100 million of such commitment (or $200 million in the aggregate) pursuant to the Novator Letter Agreement, 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. The Major Aurora Shareholders, including the Sponsor, and the other Insiders initially committed to forgo redemption of an aggregate of 3,502,500 Aurora Class A ordinary shares held by them, which would have resulted in 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 would have been $714,975,000. Pursuant to the Limited Waiver, on February 24, 2023, the Sponsor was permitted, and elected, to redeem an aggregate of 1,663,760 Aurora private shares. As such, their commitment to forgo redemption now only applies to 1,838,740 Aurora Class A ordinary shares that continue to be held by the Sponsor and certain of Aurora’s directors and executive officers (or their respective affiliates), which will result in a minimum of $18,943,745 being released to Better at the Closing from the trust account (which amount includes, for each Aurora Class A ordinary share not redeemed, the $10.00 paid on each such Aurora Class A ordinary share pursuant to its sale in the initial public offering or as part of the Aurora private units, plus any interest accumulated with respect to such shares). Accordingly, the maximum aggregate principal amount of Post-Closing Convertible Notes to be issued will now be $731,056,255. For further details, see “Summary of the Proxy Statement/Prospectus—Transaction Summary,” “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 3,” “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 4” and “BCA Proposal—Related Agreements.”
While 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 connection with the Business Combination, due to the quantity of redemptions that occurred pursuant to the Extension, in which 92.6% of the Class A ordinary shares then-outstanding were redeemed, the impact of any further redemptions in connection with the Business Combination on your relative ownership level will be immaterial. Specifically, even if no Aurora public shareholders elect to redeem their shares, Aurora public shareholders would hold fewer than 0.1% of shares of Better Home & Finance common stock outstanding and voting power in Better Home & Finance (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). In connection with the vote to approve the Extension, the holders of 25,751,449 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $10.2178 per share, for an aggregate redemption amount of $263,123,592. As such, approximately 92.6% of the Class A ordinary shares were redeemed and approximately 7.4% of the Class A ordinary shares outstanding prior to such redemptions remain outstanding. After the satisfaction of such redemptions, the balance in Aurora’s trust account was $21,251,169 as of June 30, 2023. Given the redemptions that occurred, even in a scenario with no further redemptions, Aurora public shareholders are expected to own less than 0.1% of the outstanding shares of Better Home & Finance common stock. Due to the immaterial number of Class A ordinary shares outstanding subject to redemption, all post-Business Combination share counts assume that all Aurora public shareholders redeem their Class A ordinary shares.
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 $0.0301 per Aurora warrant as of July 19, 2023, the public warrants were worth approximately $182,859 in the aggregate, and the Aurora warrants owned by the Sponsor and its affiliates (including the
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Aurora private warrants) were worth approximately $190,371. 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 ownership levels and voting power in Better Home & Finance on a fully diluted basis immediately following the consummation of the Business Combination assuming all Aurora public shareholders exercise their redemption rights. 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?”
Post-Business Combination
Maximum Redemptions
Number of SharesPercentage of Outstanding SharesPercentage of Voting Power
Better Stockholders—Class A
39,856,532 5.0 %1.9 %
Better Stockholders—Class B(2)(3)
589,197,730 73.4 %86.3 %
Aurora Public Shareholders—Class A
— — — 
Major Aurora Shareholders—Class A(4)
47,380,999 5.9 %2.3 %
SoftBank—Class A(5)
9,606,591 1.2 %0.5 %
SoftBank II—Class B
60,945,738 7.6 %8.9 %
SoftBank—Class C(6)
55,393,409 6.9 %— 
Total
802,380,999 100.0 %100.0 %
______________
(1)Based on outstanding Better Capital Stock, Better Warrants and Better Awards as of March 31, 2023.
(2)Excludes 60,945,738 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 125,945,738 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 Major Aurora Shareholders, including the Sponsor, and certain Aurora directors and officers. In particular, the Sponsor is expected to beneficially own 46,178,499 shares of Better Home & Finance Class A common stock in the aggregate, comprised of (i) 636,240 shares of Better Home & Finance Class A common stock converted from Aurora Class A ordinary shares held prior to the Business Combination, (ii) 5,542,259 shares of Better Home & Finance Class A common stock to be issued in connection with conversion of the founder shares (which includes the Sponsor Locked-Up Shares), and (iii) 40,000,000 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. Shravin Mittal, who owns his shares through Unbound HoldCo Ltd., 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. Excludes the Sponsor’s purchase of approximately $17.0 million of Better Home & Finance Class A common stock pursuant to the Limited Waiver. 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 at a price of $10.00 per share 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 at a price of $10.00 per share in connection with conversion of the Pre-Closing Bridge Notes at Closing.
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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 no further redemptions by Aurora public shareholders. Throughout this proxy statement/prospectus, pro forma analyses are generally presented assuming a maximum redemptions scenario due to the immaterial number of Aurora public shares outstanding subject to redemption. However, we have presented in the table below a no redemptions scenario to illustrate the potential returns to holders of Aurora public shares who elect not to redeem their shares in connection with the consummation of the Business Combination. Warrant dilution is calculated using the treasury stock method. This table does not contemplate any incentive awards under the 2023 Plan or ESPP as the number and terms of any such awards are not yet known.
The Sponsor and certain directors of Aurora (or their affiliates) 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.
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Share Price$2.50$5.00$7.50$10.00$12.50$15.00$17.50
Number of Shares Held (millions):
Aurora Public Shares(1)
0.2 0.2 0.2 0.2 0.2 0.2 0.2 
Aurora Public Shares Held by Sponsor
1.8 1.8 1.8 1.8 1.8 1.8 1.8 
Aurora Public Warrants(2)
— — — — 0.5 1.4 2.1 
Aurora Founder Shares(3)
5.5 5.5 5.5 5.5 6.0 6.5 6.9 
Aurora Private Warrants Held by Sponsor(4)
— — — — 0.2 0.6 0.9 
Aurora Private Warrants Transferred to Better Retail Customers(5)
— — — — 0.2 0.5 0.8 
Pre-Closing Bridge Financing Providers
105.0 105.0 105.0 105.0 105.0 105.0 105.0 
SoftBank(12)
65.0 65.0 65.0 65.0 65.0 65.0 65.0 
Sponsor(6)
40.0 40.0 40.0 40.0 40.0 40.0 40.0 
Better Existing Stockholders Equity Rollover
690.0 690.0 690.0 690.0 692.0 693.4 694.4 
Post-Money Equity Value ($, millions)(7)
$2,006 $4,013 $6,019 $8,026 $10,075 $12,142 $14,212 
Implied Returns ($, millions, unless otherwise noted):
Illustrative Aurora Public Shareholder 1-Year Return (%)(8)
(75)%(50)%(25)%— %314 %1062 %1810 %
Illustrative Bridge Investor 1-Year Return (%)(9)
(75)%(50)%(25)%— %25 %50 %75 %
Sponsor Gain, excluding As-Converted Shares Underlying Pre-Closing Bridge Financing
$(7)$12 $30 $49 $76 $109 $145 
Illustrative Sponsor 1-Year Return, excluding Pre-Closing Bridge Conversion Shares and Post-Closing Convertible Shares (%)
(27)%46 %119 %192 %299 %431 %573 %
Sponsor (Loss) Gain, including As-Converted Shares Underlying Pre-Closing Bridge Financing(10)
$(7)$112 $230 $349 $476 $609 $745 
Illustrative Sponsor 1-Year Return, including As-Converted Shares Underlying Pre-Closing Bridge Financing (%)
(5)%89 %184 %278 %380 %486 %594 %
Implied Ownership of Better Home & Finance (%):
Aurora Public Stockholders
— %— %— %— %0.1 %0.2 %0.3 %
Sponsor, excluding its Bridge Financing
0.9 %0.9 %0.9 %0.9 %1.0 %1.1 %1.2 %
Bridge Investors
13.1 %13.1 %13.1 %13.1 %13.0 %13.0 %12.9 %
SoftBank(11)
8.1 %8.1 %8.1 %8.1 %8.1 %8.0 %8.0 %
Sponsor
5.0 %5.0 %5.0 %5.0 %5.0 %4.9 %4.9 %
Better Retail Customers— %— %— %— %— %0.1 %0.1 %
Better Existing Stockholders Equity Rollover
86.0 %86.0 %86.0 %86.0 %85.9 %85.7 %85.5 %
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 %0.7 %0.8 %0.9 %1.0 %
______________
(1)Excludes 1,838,740 Aurora Class A ordinary shares held by the Major Aurora Shareholders, inclusive of the Sponsor, and certain directors and officers of Aurora.
(2)Shares underlying the 52,525 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 public shares and Aurora Class A ordinary shares held by the Sponsor. See “BCA Proposal—Anti-Dilution Rights—Aurora Class B Ordinary Shares.”
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(4)Reflects Aurora 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)Assumes shares underlying the 2,724,186 warrants (50% of 5,448,372 total Aurora private warrants) will be transferred to Better retail customers at closing with an $11.50 exercise price calculated using the treasury stock method, including Aurora private placement warrants held by Aurora directors and officers other than the Sponsor that are not subject to forfeiture. As a result, actual warrant forfeiture and transfers to Better retail customers may be slightly lower than the scenarios provided.
(6)Assumes conversion price of Sponsor Pre-Closing Bridge Note of $2.50 per share pursuant to the Second Novator Letter Agreement. Excludes the Sponsor’s purchase of approximately $17.0 million of Better Home & Finance Class A common stock pursuant to the Limited Waiver.
(7)Calculated as total shares outstanding multiplied by the illustrative share price.
(8)Illustrative return based upon a $10.00 per unit offering price for Aurora units.
(9)Assumes entry price of $10.00 per share for Pre-Closing Bridge Investors pursuant to the Pre-Closing Bridge Note Purchase Agreement.
(10)Includes public shares and public warrants.
(11)Excluding Better rollover equity.
(12)Assumes conversion price of SoftBank Pre-Closing Bridge Note of $10.00 per share pursuant to the Pre-Closing Bridge Note Purchase Agreement.
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 second half of 2023. 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. As the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, including 100% of the issued and outstanding Aurora Class B ordinary shares, and have committed to vote such shares in favor of the Business Combination, we expect that there will be sufficient votes to approve each of the Condition Precedent Proposals. If the Business Combination is not completed by September 30, 2023 (subject to extension as described in the Merger Agreement and the Cayman Constitutional Documents), 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.”

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Q.What happens if the Business Combination is not consummated?
A.If Aurora is not able to complete the Business Combination with Better by September 30, 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 Aurora Class A ordinary 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 Aurora Class A ordinary shares, which redemption will completely extinguish rights of holders of Class A ordinary shares 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.
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,
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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 9:30 a.m., Eastern Time, on August 11, 2023, at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704 or virtually via live webcast at https://www.cstproxy.com/auroraacquisition/sm2023 or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
Q.Who is entitled to vote at the extraordinary general meeting?
A.Aurora has fixed July 19, 2023 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, she or they are present in person or virtually or is represented by proxy at the extraordinary general meeting.
Q.How many votes do I have?
A.Holders of Aurora Class A ordinary shares 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 2,048,838 Class A ordinary shares issued and outstanding, of which 212,598 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 Aurora 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, 4,499,456 ordinary shares would be required to achieve a quorum. As the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, we expect quorum will be achieved.
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
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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.
(vii)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.
(viii)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.
As the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, including 100% of the issued and outstanding Aurora Class B ordinary shares, and have committed to vote their shares in favor of the Business Combination, we expect that each of Proposals (i) through (vii) will be approved.
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 Major Aurora Shareholders, including the Sponsor, have agreed to vote all the founder shares and any other Aurora Class A ordinary shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares and have committed to vote their shares in favor of all the proposals being presented at the extraordinary general meeting. As such, the approval of the proposals being presented at the extraordinary general meeting does not require the affirmative vote of any other shareholders.
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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).
Q.May I change my vote after I have mailed my signed proxy card?
A.Yes. Shareholders may send a later-dated, signed proxy card to Aurora’s Secretary at Aurora’s address set forth below so that it is received by Aurora’s Secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on August 11, 2023) or attend the extraordinary general meeting in person or virtually and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Aurora’s Secretary, which must be received by Aurora’s Secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q.What happens if I fail to take any action with respect to the extraordinary general meeting?
A.If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder and/or warrant holder of Better Home & Finance. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of Aurora. As the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, and have committed to vote their shares in favor of the Business Combination, we expect that the Business Combination will be approved. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).
Q.What should I do with my share certificates, warrant certificates or unit certificates?
A.Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, Aurora’s transfer agent, prior to the extraordinary general meeting.
Public shareholders 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 August 9, 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.
Upon the Domestication, holders of Aurora units, Aurora Class A ordinary shares, Aurora Class B ordinary shares and Aurora warrants will receive shares of Better Home & Finance Class A common stock and warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Class B ordinary shares or warrants.
Q.What should I do if I receive more than one set of voting materials?
A.Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
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Q.Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?
A.Aurora will pay the cost of soliciting proxies for the extraordinary general meeting. Aurora has engaged Okapi Partners to assist in the solicitation of proxies for the extraordinary general meeting. Aurora has agreed to pay Okapi Partners a fee of $22,500, plus disbursements (to be paid with non-trust account funds). Aurora will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Aurora Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Aurora Class A ordinary shares and in obtaining voting instructions from those owners. Aurora’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q.Where can I find the voting results of the extraordinary general meeting?
A.The preliminary voting results will be expected to be announced at the extraordinary general meeting. Aurora will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.
Q.Who can help answer my questions?
A.If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference into this proxy statement/prospectus or the enclosed proxy card, you should contact:
questionsandanswers1aa.jpg
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Banks and Brokerage Firms, Please Call (212) 297-0720
Shareholders and All Others Call Toll-Free: (855) 208-8903
E-mail: info@okapipartners.com
You also may obtain additional information about Aurora from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Aurora’s transfer agent, at the address below prior to the extraordinary general meeting. 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 August 9, 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “BCA Proposal—The Merger Agreement.” Unless otherwise specified, all share calculations assume the pro forma ownership assumptions.
The Parties to the Business Combination
Aurora
Aurora Acquisition Corp. is a blank check company incorporated on October 7, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Aurora has not engaged in any operations to date. Based on Aurora’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
On March 8, 2021, Aurora consummated its initial public offering of 22,000,000 units, with each unit consisting of one Aurora Class A ordinary share and one-quarter of one public warrant, which included the partial exercise by the underwriters of the over-allotment option for 2,300,287 units out of 3,300,000 units available in the over-allotment option. Concurrently with the closing of the initial public offering, Aurora closed two separate private placements with its Sponsor, and certain executive officers and directors of Aurora, generating $41,400,000 in additional gross proceeds, including 3,500,000 Aurora private units at a price of $10.00 per unit, for gross proceeds of $35,000,000 and 4,266,667 Aurora private placement warrants, each exercisable to purchase one Aurora Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per Aurora private placement warrant, for gross proceeds of $6,400,000. The Aurora private warrants are identical to the public warrants sold as part of the units in Aurora’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of Aurora’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights.
Following the closing of Aurora’s initial public offering on March 8, 2021, an amount equal to $255,000,000 ($10.00 per unit) from the proceeds from its initial public offering and the sale of the Aurora private units was placed in the trust account. This amount reflected $220,000,000 of gross proceeds from public shares from the initial public offering and $35,000,000 of gross proceeds from the concurrent private placement of Aurora private units. As of December 31, 2022, the funds in the trust account totaled an aggregate amount of $282,284,619, reflecting an additional $23,002,870 from the gross proceeds from the underwriters’ partial exercise of their over-allotment option and interest income of $4,262,222 for the year ended December 31, 2022. On February 24, 2023, Aurora held a combined annual and extraordinary general meeting in connection with which its public shareholders elected to redeem an aggregate of 24,087,689 public shares and, pursuant to the Limited Waiver, the Sponsor elected to redeem an aggregate of 1,663,760 Aurora private shares. As a result, an aggregate of $263,123,592 (or approximately $10.2178 per share) was released from the trust account to pay such shareholders and the Sponsor. Prior to February 2023, the funds in the trust account were invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing only in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. On or around February 24, 2023, Aurora instructed Continental to liquidate the securities held in the trust account and to hold all funds in the trust account in cash. As of March 31, 2023, there was $21,124,955 held in the trust account and $991,566 of cash held by Aurora outside the trust account. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earlier of: (i) the completion of a business combination (including the closing),
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(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of Aurora’s obligation to redeem 100% of the Aurora Class A ordinary shares if it does not complete a business combination by September 30, 2023, and (iii) the redemption of all Aurora Class A ordinary shares if it does not complete a business combination by September 30, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.
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 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.”
The Aurora units, Aurora Class A ordinary shares and Aurora public warrants are currently listed on Nasdaq under the symbols “AURCU,” “AURC” and “AURCW,” respectively.
Aurora’s principal executive office is located at 20 North Audley Street, London W1K 6LX, United Kingdom. Its telephone number is +44 20 3931 9785. Aurora’s corporate website address is https://aurora-acquisition.com/. Aurora’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference into, and is not considered part of, this proxy statement/prospectus.
The following diagram illustrates the organizational structure of Aurora immediately prior to the Business Combination:
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Merger Sub
Aurora Merger Sub I, Inc. (“Merger Sub”) is a Delaware corporation, incorporated on May 3, 2021, and a wholly owned subsidiary of Aurora. The Merger Sub does not own any material assets or operate any business.
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Better
Better is a Delaware corporation, initially organized as a limited liability company in Delaware on February 24, 2014, which then converted into a Delaware corporation in April 2015 when it commenced operations. Better has combined technology innovation and fresh thinking with a deep customer focus with the goal to revolutionize a homeownership industry. Better started by redesigning the mortgage manufacturing process, and, since then, has built towards its broader vision of revolutionizing homeownership.
Through its Home Finance business line, Better offers a range of mortgage loan products. Home Finance offers conforming mortgage loans, FHA and VA loans, and jumbo mortgage loans (which Better sells to a network of loan purchasers, including to the GSEs) and earns revenue on the sale of each loan. Better launched its “One-Day Mortgage” program in January 2023. The program allows eligible customers to receive an underwriting determination on their mortgage loan application, in the form of a commitment letter, within 24 hours after locking in their interest rate. The commitment letter confirms that the customer qualifies for the mortgage loan terms based on a comprehensive review of their creditworthiness, including verification of income, assets, debts, and other forms of credit evaluation, as well as confirms Better’s commitment to lend, subject to certain customary terms. While there are additional conditions that must be met after the commitment letter is provided in order to close the mortgage transaction (such as a property appraisal and confirmation of insurance), the objective of the One-Day Mortgage program is to give customers more certainty and peace of mind during the loan origination process. Better’s proprietary technology allows customers to see their rate options in as little as three seconds, get pre-approved in as little as three minutes, lock in rates and get connected to a real estate agent in as little as 30 minutes, get a commitment letter for their mortgage in as little as one day through One-Day Mortgage and close their loan in as little as three weeks. For the years ended December 31, 2022, 2021 and 2020, 94%, 93% and 96%, respectively, of Better’s loans conformed to GSE standards, and for the quarter ended March 31, 2023, 96% of Better’s loans conformed to GSE standards. For its loan products, Better is licensed to operate in 50 states and the District of Columbia across various credit and income profiles.
Through Better Plus, Better offers real estate agent services through its national network of third-party real estate agents, as well as title insurance, homeowners insurance, and settlement services. Due to state licensing and other regulations, the number of Better Plus products available to customers in some states is limited.
For the years ended December 31, 2022, 2021, 2020, and 2019, Better’s Funded Loan Volume was $11.4 billion, $58.0 billion, $24.2 billion, and $4.9 billion, respectively. For the year ended December 31, 2022, this represents a year-over-year decline of approximately 80% versus 2021. For the years ended December 31, 2022, 2021, 2020, and 2019, respectively, Better’s revenue was approximately $383.0 million (including Better Cash Offer revenue of $228.7 million, which includes the purchase price of homes sold under the program and was exceeded by the corresponding expenses for the year), $1,241.67 million (including Better Cash Offer revenue of $39.4 million, which was exceeded by the corresponding expenses for the year), $875.6 million, and $89.2 million. For the year ended December 31, 2022, this represents a revenue year-over-year decline of approximately 69% versus 2021. Better recorded a net loss of $888.8 million, net loss of $301.1 million, net income of $172.1 million and a net loss of $67.6 million for the years ended December 31, 2022, 2021, 2020, and 2019, respectively. For the three months ended March 31, 2023 and March 31, 2022, Better’s Funded Loan Volume was approximately $0.8 billion and $7.0 billion, respectively. For the three months ended March 31, 2023 and March 31, 2022, Better recorded a net loss of $89.9 million and $329.0 million, respectively, with revenue of $21.0 million and $205.0 million, respectively, (including Better Cash Offer revenue of $3.0 thousand and $107.2 million, respectively), a period-over-period revenue decrease of 90%.
Beginning in the second half of 2021 and through the first quarter of 2023, Better’s financial performance deteriorated as a result of numerous factors, including:
•persistent elevated interest rates, which have the effect of reducing industry mortgage origination volume, increasing competition for customers and reducing revenue,
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•decreased productivity resulting from the reorganization of its sales and operations teams in the third quarter of 2021 and subsequent reversion in 2022 to accommodate Better’s reduced workforce and reduced demand for home loans in an elevated interest rate environment,
•continued investments in its business (including investments to expand its product offerings),
•reputational damage associated with negative media coverage following a series of workforce reductions that began in December 2021 and litigation, including the SEC investigation and litigation with a former employee described elsewhere in this proxy statement/prospectus (which Better believes contributed to lower interest rate lock volume and lower Funded Loan Volume through the first quarter of 2023 and has continued to do so), and
•outsized costs relative to Better’s Funded Loan Volume and revenue resulting from changes in the macroeconomic environment and its business, including sales and operations compensation expense to support higher Purchase Loan Volumes, severance costs associated with workforce reductions, expenses associated with non-mortgage business lines including Better Real Estate, legal and professional service expenses associated with its litigation and technology and product development expenses resulting from continued investment in its platform.
For more information, see “Better’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Performance—Operational Reorganization and Response to Market Environment” and “Risk Factors—Risks Related to Better’s Business—Risks Related to Our Operating History, Business Model, Growth and Financial Condition—We have a history of operating losses, have not been able to maintain profitability achieved in 2020 and early 2021 and may not achieve and maintain profitability in the future.” As a result of these changes, Better will likely require additional capital resources to grow its business. Better believes that its high rate of growth and profitability in 2020 and the first quarter of 2021 were partially driven by interest rates being at historic lows and the increased use of online services, both as a result of the COVID-19 pandemic. While Better’s goal remains to ultimately pursue profitable growth over the long-term, the revenue growth rate and profitability Better experienced in the quarter ended March 31, 2021 and the year ended December 31, 2020 are not representative of expected future growth rates and profitability. Subsequent to these periods, Better experienced significant revenue declines and a decline in profitability, including a year-over-year 69% decline in revenue in the year ended December 31, 2022 versus the year ended December 31, 2021, and net loss of $888.8 million in the year ended December 31, 2022 compared to a net loss of $301.1 million in the year ended December 31, 2021. You should not rely on the revenue growth of prior periods as an indication of Better’s future performance or prospects. Many factors have and may in the future contribute to declines in Better’s growth rate or failure to achieve or maintain consistent profitability, including fluctuations in interest rates, increased competition, slowing demand for its primary product offerings, shift in product mix to more Purchase Loan Volume, changes in demand for online services as pandemic-related restrictions continue to ease, increased costs required to maintain or a failure to capitalize on growth opportunities, continued negative publicity about Better (and adverse reactions from its customers, current and potential commercial partners, investors, and current and potential team members), changes to its business model (including its recent acquisitions in the United Kingdom) and changes in economic conditions generally and in those affecting the housing and mortgage markets specifically, among others. For a discussion of risks applicable to Better’s business, including with respect to its history of net losses and its ability to grow its business, please see the section entitled “Risk Factors—Risks Related to Better’s Business.”
At its peak in the fourth quarter of 2021, Better had approximately 10,400 team members, of which approximately 6,100 were located in the United States, approximately 4,200 were located in India and approximately 100 were located in the United Kingdom. At that time, approximately 6,500 Better team members worked in U.S. mortgage production roles, of which approximately 3,700 were located in the United States and approximately 2,800 were located in India. Additionally, approximately 1,800 team members worked in Better Plus business lines, primarily as real estate and insurance agents. Approximately 700 Better team members worked in technology and product development, of which nearly all were located in the United States.
Better has since reduced its workforce to seek to align its headcount with changes in Better’s business and market conditions, as described in more detail elsewhere in this proxy statement/prospectus. As of June 8, 2023,
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Better had approximately 950 team members, of which approximately 410 were located in the United States, approximately 420 were located in India and approximately 120 were located in the United Kingdom. At such time, approximately 400 Better team members worked in U.S. mortgage production roles, of which approximately 170 were located in the United States and approximately 230 were located in India. Additionally, approximately 90 team members worked in Better Plus business lines, primarily as real estate and insurance agents. Approximately 150 Better team members worked in technology and product development, of which nearly all were located in the United States. This in total represents an approximately 91% reduction in global employees over an approximately eighteen month period. For more information, see “Information About Better—Our Team Members and Human Capital Management.”
Better’s principal executive office is located at 3 World Trade Center, 175 Greenwich Street, 57th Floor, New York, NY 10007. Its telephone number is (646) 830-0086. It also has offices in Charlotte, North Carolina; Irvine, California; Gurgaon, India; and the United Kingdom. Better does not own any real property. Better’s corporate website address is https://better.com/. Better’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference into, and is not considered part of, this proxy statement/prospectus.
The following diagram illustrates the organizational structure of Better immediately prior to the Business Combination:
summaryoftheproxystatementa.jpg
The following diagram illustrates the structure of Better Home & Finance immediately following the Business Combination, including the approximate ownership percentage of each listed stockholder or stockholder group by class of Better Home & Finance common stock under a maximum redemption scenario. 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—
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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?”
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__________________
(1)Includes 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.
(2)Includes Better Home & Finance Class A common stock expected to be held by the Major Aurora Shareholders, including the Sponsor, and certain Aurora directors and officers.
SoftBank and the Sponsor comprise the Pre-Closing Bridge Investors. SoftBank and the Sponsor will receive the Pre-Closing Bridge Conversion Shares in respect of their portions of the Pre-Closing Bridge Financing upon automatic conversion of the Pre-Closing Bridge Notes (as defined herein) at a conversion price of $10.00 per share. In connection with the First Novator Letter Agreement, if the Business Combination has not been consummated by the maturity date of the Pre-Closing Bridge Notes (which was extended to March 8, 2023 pursuant to the First Novator Letter Agreement), Novator will have the option to alternatively exchange its Pre-Closing Bridge Notes as follows: (x) $75 million for its $100 million aggregate principal amount of Pre-Closing Bridge Notes would be exchanged for newly issued shares of Better Class B common stock at a price per share reflecting a 75% discount to a $6.9 billion pre-money equity valuation of Better and (y) the remaining $25 million of the Sponsor’s Pre-Closing Bridge Notes would be exchanged for Better preferred stock at a price per share reflecting a $6.9 billion pre-money equity valuation of Better. As the extended maturity date has passed and the Business Combination has not been consummated, the Sponsor will have the alternative exchange options described in the First Novator Letter Agreement. In connection with the Second Novator Letter Agreement, if the Business Combination has not been consummated by the maturity date of the Pre-Closing Bridge Notes (which was deferred to September 30, 2023 pursuant to the Second Novator Letter Agreement), Novator will have the option to alternatively exchange its Pre-Closing Bridge Notes as follows: (x) for a number of shares of Better preferred stock at a conversion price that represents a 50% discount to the $6.9 billion pre-money equity valuation of Better or (y) for a number of shares of Better Class B common stock at a price per share that represents a 75% discount to the $6.9 billion pre-money equity valuation of Better. Assuming conversion of the Pre-Closing Bridge Financing at a price of $10.00 per share, 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 before the Business Combination, are collectively expected to beneficially own approximately 125,945,738 shares representing 9.4% of the voting power of Better Home & Finance (without giving effect to the Voting Proxy described under “Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements”).
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Transaction Summary
Below is a step-by-step list illustrating the material events relating to the Domestication and Mergers. Each of these events, as well as any conditions to their consummation, is discussed in more detail elsewhere in this proxy statement/prospectus.
•Step 1 – Pre-Closing Bridge Financing and Post-Closing Convertible Note Commitment – In order to provide Better with immediate liquidity, on November 30, 2021, the structure of the Business Combination was amended to replace both (A) the $1,500,000,000 PIPE Investment (including use of such proceeds for a $950,000,000 secondary purchase of shares of existing Better Stockholders), and (B) the backstop provided by the Sponsor under the Redemption Subscription Agreement, with the following:
(i)Pre-Closing Bridge Financing in an amount equal to $750,000,000, funded as of December 2, 2021, with the associated Pre-Closing Bridge Notes automatically convertible into either (a) Better Home & Finance Class A common stock and Better Home & Finance Class C common stock, as applicable, or (b) (1) if the Mergers are not consummated by December 2, 2022 (which date has been deferred in the case of the Pre-Closing Bridge Note held by the Sponsor, but not in the case of the Pre-Closing Bridge Note held by SoftBank, which is convertible following such date) (other than due to a breach covered in clause (2)), a new series of preferred stock with terms consistent with those of Better’s Series D Preferred Stock, subject to certain exceptions, or (2) if the Mergers are not consummated due to a breach by Aurora, the Sponsor or SoftBank, Better common stock; and
(ii)a commitment from SoftBank and the Sponsor to fund, pursuant to the amended SoftBank Subscription Agreement and Sponsor Subscription Agreement, respectively, including as may be amended (in the case of the SoftBank Subscription Agreement) or as amended (in the case of the Sponsor Subscription Agreement) to permit such investor not to fund up to $100 million of such commitment (or $200 million in the aggregate) pursuant to the First Novator Letter Agreement, the 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. The Major Aurora Shareholders, including the Sponsor, and the other Insiders initially committed to forgo redemption of an aggregate of 3,502,500 Aurora Class A ordinary shares held by them, which would have resulted in a minimum of $35,025,000 being 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 would have been $714,975,000. Pursuant to the Limited Waiver, on February 24, 2023, the Sponsor was permitted, and elected, to redeem an aggregate of 1,663,760 Aurora private shares. As such, their commitment to forgo redemption now only applies to 1,838,740 Aurora Class A ordinary shares that continue to be held by the Major Aurora Shareholders, inclusive of the Sponsor, and certain directors and officers of Aurora (and their respective affiliates), which will result in a minimum of $18,943,745 being released to Better at the Closing from the trust account (which amount includes, for each Aurora Class A ordinary share not redeemed, the $10.00 paid on each such Aurora Class A ordinary share pursuant to its sale in the initial public offering or as part of the Aurora private units, plus any interest accumulated with respect to such shares). Accordingly, the maximum aggregate principal amount of Post-Closing Convertible Notes to be issued will now be $731,056,255.
Accordingly, the receipt of cash consideration pursuant to the PIPE Investment is no longer a condition to the consummation of the Business Combination. For further details, see the sections entitled “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 3”, “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 4” and “BCA Proposal—Related Agreements.”
•Step 2 – Domestication – No later than one business day before the expected Closing Date, Aurora will implement the Domestication by effecting a deregistration under Article 206 of the Cayman Islands Companies Law (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. For further details, see the section entitled “Domestication Proposal.”
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•Step 3 – First Merger – On the Closing Date, Better will merge with and into Merger Sub I, with Better surviving as a wholly owned subsidiary of Aurora. At this point, Better Stockholders’ shares will automatically convert into the right to receive the applicable share of the Stock Consideration. In addition, the Pre-Closing Bridge Notes will automatically convert into the right to receive shares of Better Home & Finance Class A common stock at a conversion price of $10.00 per share of aggregate principal amount of Pre-Closing Bridge Financing.
•Step 4 – Second Merger – On the Closing Date, immediately after the first merger described above, Better will merge with and into its parent, Aurora, with Aurora surviving and changing its corporate name from “Aurora Acquisition Corp.” to “Better Home & Finance Holding Company” in connection with closing the Business Combination.
Proposals to be Put to the Shareholders of Aurora at the Extraordinary General Meeting
The following is a summary of the proposals to be put to the extraordinary general meeting of Aurora and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, 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. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.
BCA Proposal
As discussed in this proxy statement/prospectus, Aurora is asking its shareholders to approve by ordinary resolution and adopt the Merger Agreement, dated as of May 10, 2021, as amended as of October 27, 2021, November 9, 2021, November 30, 2021, August 26, 2022, February 24, 2023 and June 23, 2023, by and among Aurora, Merger Sub and Better. The Merger Agreement provides for, among other things, following the Domestication of Aurora to Delaware as described below, 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 this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “BCA Proposal—Aurora’s Board of Directors’ Reasons for the Business Combination,” Aurora’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for Aurora’s initial public offering. For more information about the transactions contemplated by the Merger Agreement, see the section entitled “BCA Proposal.”
Stock Consideration
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 (the “Stock Consideration”). The aggregate stock consideration available to Better Stockholders will be equal to the Stock Consideration (690,000,000 shares) less the aggregate amount of Aurora common shares that would be issuable upon the net exercise or conversion of the Better Awards. 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.”
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Closing Conditions
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others:
•approval by Aurora’s shareholders and Better’s stockholders of the Business Combination and related agreements and transactions;
•effectiveness of the registration statement of which this proxy statement/prospectus forms a part;
•all approvals with respect to the requisite regulatory approvals, including approvals from federal and state insurance and mortgage-licensing authorities, as applicable;
•expiration or termination of the waiting period under the HSR Act;
•the absence of governmental order or law which has become final and non-appealable and has the effect of making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation of the Mergers and the ability to obtain approvals for the Business Combination from state regulators, Fannie Mae, Freddie Mac, the FHA, and the VA;
•that Aurora has at least $5,000,001 of net tangible assets upon Closing;
•that the Minimum Available Cash Condition is satisfied, which does not require the PIPE Investment to be funded in cash at Closing but rather (1) the funding of the Pre-Closing Bridge Notes in an amount of $750,000,000 has occurred, which was completed on December 2, 2021, and (2) execution and definitive documentation in respect of the Post-Closing Convertible Notes, as described elsewhere in this proxy statement/prospectus;
•the absence of a Better Material Adverse Effect;
•approval for listing on Nasdaq of the shares of Better Home & Finance common stock to be issued in connection with the Mergers; and
•the completion of the Domestication.
For further details, see the section entitled “BCA Proposal—The Merger Agreement.”
Domestication Proposal
As discussed in this proxy statement/prospectus, if the BCA Proposal is approved, then Aurora will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the board of directors of Aurora has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of Aurora’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Aurora is currently governed by the Cayman Islands Companies Act, upon the Domestication, Aurora will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, Aurora encourages shareholders to carefully review the information in the section entitled “Comparison of Corporate Governance and Shareholder Rights.”
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 Class C 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
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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. For further details, see the section entitled “Domestication Proposal.”
Organizational Documents Proposals
If the BCA Proposal and the Domestication Proposal are approved, Aurora will ask its shareholders to approve by special resolution four separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. Aurora’s Board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of Better Home & Finance after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.
A.Proposal No. 3a—Organizational Documents Proposal A—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, to (ii) 1,800,000,000 shares of Better Home & Finance Class A common stock, 700,000,000 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;
B.Proposal No. 3b—Organizational Documents Proposal B—to authorize by ordinary resolution the Better Home & Finance board of directors 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 of directors and as may be permitted by the DGCL;
C.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 not have any voting rights other than as provided by applicable law or the Proposed Certificate of Incorporation, as applicable; and
D.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 and in connection with the consummation of the Business Combination (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.
The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents, and Aurora encourages shareholders to carefully review the information set out in the section entitled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents of Better Home & Finance.
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Director Election Proposal
Assuming the BCA Proposal, the Domestication Proposal and each of the Organizational Documents Proposals, the Stock Issuance Proposal, the Incentive Equity Plan Proposal and the ESPP Proposal are approved, the holders of Aurora’s Class B ordinary shares are also being asked to approve by ordinary resolution the Director Election Proposal. Upon the consummation of the Business Combination, the Board will consist of seven directors. For additional information on the proposed directors, see the section entitled “Director Election Proposal.” 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.
Stock Issuance Proposal
Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Incentive Equity Plan Proposal and the ESPP Proposal are approved, Aurora’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal. For additional information, see the section entitled “Stock Issuance Proposal.”
Incentive Equity Plan Proposal
Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the ESPP Proposal are approved, Aurora’s shareholders are also being asked to approve by ordinary resolution the Incentive Equity Plan Proposal, in order to comply with Section 5635 of the Nasdaq Listed Company Manual and the Internal Revenue Code. For additional information, see the section entitled “Incentive Equity Plan Proposal.”
ESPP Proposal
Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Equity Plan Proposal are approved, Aurora’s shareholders are also being asked to approve by ordinary resolution the ESPP Proposal, in order to comply with Section 5635(c) of Nasdaq’s Listed Company Manual and the Internal Revenue Code. For additional information, see the section entitled “ESPP Proposal.”
Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize Aurora to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), Aurora’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see the section entitled “Adjournment Proposal.”
Aurora’s Board of Directors’ Reasons for the Business Combination
Aurora was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
In evaluating the Business Combination, the Aurora board of directors consulted with Aurora’s management and considered a number of factors. In particular, the Aurora board of directors considered, among other things, the following factors, although not weighted or in any order of significance:
•Better and the Business Combination. The Aurora board of directors considered the following factors related to Better and the Business Combination:
a.Better’s Growth Prospects. The Aurora board of directors considered Better’s fast-growing homeownership platform, with over $24.2 billion Funded Loan Volume in 2020 (representing 393% year-over-year growth from 2019), approximately $8.8 billion in insurance coverage written in 2020,
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including both title insurance and homeowners insurance (representing approximately 700% growth from 2019), and approximately $694 million in real estate transaction volume in 2020 (representing approximately 414% growth from 2019).
b.Better’s proprietary, data-driven technology platform. The Aurora board of directors believes that Better’s platform called “Tinman” is among the leading supervised learning networks for homeownership finance. It automates special underwriting functions and enables Better to provide customers faster turnaround times, lower rates, more certainty of decisions, and, most importantly, allows Better to empower its customers by more clearly presenting the rules and criteria for underwriting a mortgage that were previously hidden in someone’s mind, sitting in a bank branch or a central processing facility. The Aurora board of directors believes that Tinman underpins Better’s efficient, low-cost model and allows Better to offer customers lower rates.
c.Better’s Customer Experience. The Aurora board of directors believes that Better provides a fundamentally different approach to homeownership by leveraging its technology to reduce prices, surface the widest range of appropriate products available to customers, and then match them instantly and frictionlessly with these products. As a result, Better uses an integrated platform to offer home finance; one-click title insurance; one-click homeowners insurance; and one-click real estate agent matching. Better’s digital platform allows communication with customers to serve their needs.
d.Better’s Expansive Future Opportunities. The Aurora board of directors believes that Better’s platform is built to scale rapidly and adapt to growth opportunities across the home finance landscape. Further, the Aurora board of directors believes that Better’s software-centric approach enables efficient expansion into new markets, including to traditionally underserved markets.
e.Experienced and Proven Management Team. The Aurora board of directors believes that Better’s management team has extensive experience in key aspects of the home finance and technology industries: a team led by founder and Chief Executive Officer Vishal Garg, with a proven record in consumer lending and fintech; Chief Financial Officer Kevin Ryan, with over 20 years of experience in financial services investment banking; and General Counsel and Chief Compliance Officer Paula Tuffin, with valuable legal experience at both the Consumer Financial Protection Bureau, where she served as senior litigation counsel, and as a litigation partner at Mayer Brown. For additional information regarding Better Home & Finance’s executive officers, see the section entitled “Management of Better Home & Finance Following the Business Combination— Executive Officers.”
For a more complete description of the Aurora board of directors’ reasons for approving the Business Combination, including other factors and risks considered by the Aurora board of directors, see the section entitled “BCA Proposal—Aurora’s Board of Directors’ Reasons for the Business Combination.”
Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see the section entitled “BCA Proposal—Related Agreements.”
Pre-Closing Bridge Note Purchase Agreement
In connection with the execution of the third amendment to the Merger Agreement (see the section entitled “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 3”), Aurora, Better, SB Northstar LP (“SoftBank”) and Novator Capital Sponsor Ltd. (the “Sponsor”) entered into a bridge note purchase agreement (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. Under the Pre-Closing Bridge Note Purchase Agreement, SoftBank and the Sponsor funded the purchase of $750,000,000 of Pre-Closing Bridge Notes, which are convertible into either Better Home & Finance Class A common stock, a new series of preferred stock of Better (as described below), or Better common stock (together, the “Pre-Closing Bridge Conversion Shares,” as applicable) as follows: (i) upon
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Closing, the Pre-Closing Bridge Notes will automatically convert into shares of Better Home & Finance Class A common stock at a conversion rate of one share per $10.00 of consideration; (ii) if the Closing does not occur by December 2, 2022, the first anniversary of the closing of the Pre-Closing Bridge Financing (the “Maturity Date”), or in the event of a Corporate Transaction or Merger Withdrawal (each as defined in the Pre-Closing Bridge Note Purchase Agreement) prior to the Maturity Date or prior to the time when a Pre-Closing Bridge Note may otherwise be converted pursuant to the Pre-Closing Bridge Note Purchase Agreement, the Pre-Closing Bridge Notes will convert into a new series of preferred stock of Better, which series will be identical to Better’s Series D Preferred Stock, provided that the ratchet adjustment provisions relating to Better’s Series D Preferred Stock will not apply, and such series will vote together with Better’s Series D Preferred Stock as a single class on all matters; or (iii) in the event of a termination of the Merger Agreement (a) by Better, arising out of or resulting from breaches on the part of Aurora or the Sponsor, (b) by Better, arising out of or resulting from breaches on the part of Aurora or any Subscriber in connection with any Subscription Agreement or (c) arising out of or resulting from breaches on the part of Aurora, SoftBank or the Sponsor in connection with the Pre-Closing Bridge Note Purchase Agreement or any ancillary agreement, the Pre-Closing Bridge Notes will convert into shares of Better common stock.
The conversion of the Pre-Closing Bridge Notes pursuant to the Pre-Closing Bridge Note Purchase Agreement is subject to (i) requisite approval of Better Stockholders, and (ii) the terms and conditions of the Voting and Support Agreements described elsewhere in this proxy statement/prospectus, entered into in order to take further actions with respect to, and to effectuate the issuance of, Pre-Closing Bridge Conversion Shares. In the event that Pre-Closing Bridge Conversion Shares are issued in the form of Better Home & Finance Class A common stock, the Pre-Closing Bridge Note Purchase Agreement provides for customary registration rights with respect to such Pre-Closing Bridge Conversion Shares.
Since the Maturity Date of the Pre-Closing Bridge Notes was December 2, 2022, the Pre-Closing Bridge Notes became, by their terms, automatically convertible into Pre-Closing Bridge Conversion Shares. However, in connection with the First Novator Letter Agreement, the Maturity Date of the Pre-Closing Bridge Notes held by the Sponsor was extended to March 8, 2023, subject to SoftBank consenting to extending the maturity of its Pre-Closing Bridge Notes accordingly. Since such consent was not received from SoftBank and Better has not amended its certificate of incorporation to facilitate such conversion, the Pre-Closing Bridge Notes held by the Sponsor and SoftBank have not converted. Better and the Sponsor subsequently entered into the Deferral Letter Agreement (as defined below), pursuant to which the Maturity Date of the Pre-Closing Bridge Notes held by the Sponsor was deferred to September 30, 2023. Additionally, as described further below, both the First Novator Letter Agreement and the Second Novator Letter Agreement included additional exchange features that permit the Sponsor to exchange its Pre-Closing Bridge Notes at different price levels.
SoftBank continues to hold its Pre-Closing Bridge Note, which may be converted pursuant to its terms into a new series of preferred stock of Better, as described above, pursuant to the terms thereof at any time. SoftBank’s Pre-Closing Bridge Note has not yet been converted or otherwise deferred.
Copies of the Pre-Closing Bridge Notes are attached to this proxy statement/prospectus as Annexes Q-1 and Q-2. For additional information, see the section entitled “BCA Proposal—Related Agreements— Pre-Closing Bridge Note Purchase Agreement.”
First Novator Letter Agreement
On August 26, 2022, Aurora, Better and the Sponsor entered into a letter agreement (the “First Novator Letter Agreement”) to extend the maturity date of the Pre-Closing Bridge Notes held by the Sponsor to March 8, 2023, subject to SoftBank consenting to extending the maturity of its Pre-Closing Bridge Notes accordingly. Furthermore, pursuant to the First Novator Letter Agreement, subject to Better receiving requisite shareholder approval therefor (which Better has obtained), the parties agreed that, if the Business Combination has not been consummated by the maturity date of the Pre-Closing Bridge Notes, the Sponsor will have the option, without limiting its rights under the Pre-Closing Bridge Note Purchase Agreement, to alternatively exchange its Pre-Closing Bridge Notes as follows: (x) $75 million of its $100 million aggregate principal amount of Pre-Closing Bridge Notes would be exchanged for newly issued shares of Better Class B common stock at a price per share reflecting a 75% discount to a $6.9 billion pre-money equity valuation of Better and (y) the remaining $25 million of the Sponsor’s bridge notes would be
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exchanged for Better preferred stock at price per share reflecting a $6.9 billion pre-money equity valuation of Better. As the extended maturity date has passed and the Business Combination has not been consummated, the Sponsor will have the alternative exchange options described in the First Novator Letter Agreement. The conversion terms of the Pre-Closing Bridge Notes held by SoftBank are not modified by the terms of the First Novator Letter Agreement nor has SoftBank consented to the extension under the First Novator Letter Agreement. A copy of the First Novator Letter Agreement is attached to this proxy statement/prospectus as Annex I-2. For additional information, see the section entitled “BCA Proposal—Related Agreements—First Novator Letter Agreement.”
Deferral Letter Agreement
On February 7, 2023, Better and the Sponsor entered into a letter agreement (the “Deferral Letter Agreement”) to defer the maturity date of the Pre-Closing Bridge Notes held by the Sponsor until September 30, 2023. Following the expiration of this deferral period, the Pre-Closing Bridge Notes held by the Sponsor may be exchanged or converted in accordance with the terms of the Pre-Closing Bridge Notes, the First Novator Letter Agreement or the Second Novator Letter Agreement, as applicable. The conversion terms of the Pre-Closing Bridge Notes held by SoftBank are not modified by the terms of the Deferral Letter Agreement. A copy of the Deferral Letter Agreement is attached to this proxy statement/prospectus as Annex I-3. For additional information, see the section entitled “BCA Proposal—Related Agreements—Deferral Letter Agreement.”
Second Novator Letter Agreement
On February 7, 2023, Aurora, Better and the Sponsor entered into a letter agreement (the “Second Novator Letter Agreement”) pursuant to which, subject to Better receiving requisite shareholder approval therefor (which Better has agreed to use reasonable best efforts to obtain), the parties agreed that, if the Business Combination has not been consummated by the maturity date of the Pre-Closing Bridge Notes (as deferred by the Deferral Letter Agreement), the Sponsor will have the option, without limiting its rights under the Pre-Closing Bridge Note Purchase Agreement or First Novator Letter Agreement, to alternatively exchange its Pre-Closing Bridge Notes as follows: (x) for a number of shares of Better preferred stock at a conversion price that represents a 50% discount to the $6.9 billion pre-money equity valuation of Better or (y) for a number of shares of Better Class B common stock at a price per share that represents a 75% discount to the $6.9 billion pre-money equity valuation of Better. The conversion terms of the Pre-Closing Bridge Notes held by SoftBank are not modified by the terms of the Second Novator Letter Agreement. A copy of the Second Novator Letter Agreement is attached to this proxy statement/prospectus as Annex I-4. For additional information, see the section entitled “BCA Proposal—Related Agreements—Second Novator Letter Agreement.”
Aurora Holder Support Agreement
In connection with the execution of the Merger Agreement, Aurora entered into an acquiror holder support agreement (the “Aurora Holder Support Agreement”), dated as of May 10, 2021, among the Sponsor and Shravin Mittal, a member of the board of directors of Aurora, who owns his shares through Unbound HoldCo Ltd. (collectively, the “Major Aurora Shareholders”), and Better, a copy of which is attached to this proxy statement/prospectus as Annex E. Under the Aurora Holder Support Agreement, the Major Aurora Shareholders agree that, among other things, at any meeting of the shareholders and in any action by written consent of the shareholders, the Major Aurora Shareholders will: (i) approve the Domestication, including the approval of all documents related thereto, (ii) approve the changing of Aurora’s name, and (iii) vote all of their shares for the Business Combination and related transactions (including the issuance of shares of Better Home & Finance common stock in connection with the Business Combination and Domestication, pursuant to the SoftBank Subscription Agreement and the Redemption Subscription Agreement), each upon the effectiveness of the Registration Statement (as defined below). For additional information, see the section entitled “BCA Proposal—Related Agreements—Aurora Holder Support Agreement.”
Better Holder Support Agreement
In connection with the execution of the Merger Agreement, Aurora entered into a Company holder support agreement (the “Better Holder Support Agreement”), dated as of May 10, 2021, among certain shareholders, directors and executive officers of Better (the “Major Better Stockholders”), and Better, a copy of which is attached
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to this proxy statement/prospectus as Annex F. Under the Better Holder Support Agreement, the Major Better Stockholders agree, among other things, that at any meeting of the shareholders and in any action by written consent of the shareholders, such Major Better Stockholders will vote all of their shares for the Business Combination and related transactions upon the effectiveness of this proxy statement/prospectus. The Better Holder Support Agreement also includes lock-up provisions, which restrict the ability of such Major Better Stockholders to transfer shares of Better Home & Finance common stock following the Closing for the periods, and subject to the permitted transfers, described therein. For additional information, see the section entitled “BCA Proposal—Related Agreements—Better Holder Support Agreement.”
Voting and Support Agreements
In connection with the execution of the Pre-Closing Bridge Note Purchase Agreement, Aurora entered into voting and support agreements (the “Voting and Support Agreements”), dated as of November 30, 2021, with certain principal Better Stockholders and Better, a form of which is attached to this proxy statement/prospectus as Annex R. Under the Voting and Support Agreements, each such Better Stockholder party thereto agrees that, among other things, at any meeting of Better Stockholders and in any action by written consent of the Better Stockholders, such Better Stockholder party thereto shall vote all of their shares (or otherwise provide a proxy or consent) in favor of the approval of any necessary amendments to Better’s charter or bylaws in order to effect the creation and issuance by Better of the Pre-Closing Bridge Conversion Shares issuable pursuant to the Pre-Closing Bridge Note Purchase Agreement, described elsewhere in this proxy statement/prospectus. For additional information, see the section entitled “BCA Proposal—Related Agreements—Voting and Support Agreements.”
Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, Better Home & Finance (as the surviving corporation after the Second Merger), certain legacy Better Stockholders and Sponsor will enter into an amended and restated registration rights agreement, a copy of which is attached to this proxy statement/prospectus as Annex G (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, Better Home & Finance will be required to register for resale securities held by the stockholders party thereto. Better Home & Finance will have no obligation to facilitate or participate in more than two underwritten offerings at the request or demand of the Sponsor and no more than three underwritten offerings at the request or demand of the legacy Better Stockholder parties. In addition, the holders have certain customary “piggyback” registration rights and block trade rights with respect to registrations initiated by Better Home & Finance. Better Home & Finance will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement. For additional information, see the section entitled “BCA Proposal—Related Agreements—Registration Rights Agreement.”
SoftBank Subscription Agreement
Aurora entered into a subscription agreement (the “SoftBank Subscription Agreement”), dated as of May 10, 2021, with SoftBank, a copy of which is attached to this proxy statement/prospectus as Annex H, pursuant to which, among other things, SoftBank agreed to subscribe for and purchase an aggregate number of shares of Better Home & Finance Class A common stock and Better Home & Finance Class C common stock equal to 150,000,000, subject to adjustment as further described therein. For additional information, see the section entitled “BCA Proposal—Related Agreements—SoftBank Subscription Agreement.”
Amendment to the SoftBank Subscription Agreement
On November 30, 2021, Aurora, SoftBank and Better entered into an amendment to the SoftBank Subscription Agreement, a copy of which is attached to this proxy statement/prospectus as Annex H-1, (i) to reduce the total subscription commitment of $1,500,000,000 to $750,000,000 (less the amounts subscribed by the Sponsor and the amount of any Pre-Closing Bridge Financing funded by SoftBank), and (ii) to contemplate funding the Post-Closing Convertible Notes in an aggregate principal amount of $750,000,000, on and subject to the terms set forth in the term sheets attached thereto, in accordance with the revised structure of the Business Combination in lieu of purchasing shares of Better Home & Finance common stock (see “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 3” for more information). The Post-Closing Convertible Notes convert into shares of
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Better Home & Finance Class A common stock on the terms set forth therein (the “Post-Closing Conversion Shares”). For additional information, see the sections entitled “BCA Proposal—Related Agreements—Amendment to the SoftBank Subscription Agreement” and “BCA Proposal—Related Agreements—Amendment to the Sponsor Subscription Agreement.”
Sponsor Subscription Agreement
Aurora entered into a subscription agreement (the “Sponsor Subscription Agreement”), dated as of May 10, 2021, with the Sponsor and BB Trustees SA, as trustee of the Future Holdings Trust, an indirect parent of the Sponsor, as guarantor (the “Sponsor Guarantor”), a copy of which is attached to this proxy statement/prospectus as Annex I, pursuant to which, among other things, the Sponsor agreed to subscribe for and purchase a number of shares of Better Home & Finance Class A common stock with an aggregate value equal to $200,000,000 (the “Sponsor Base Purchase Amount”) at the per share purchase price of $10.00 for each share of the Better Home & Finance Class A common stock, the funding of which will reduce SoftBank’s commitment under the SoftBank Subscription Agreement on a dollar-for-dollar basis. For additional information, see the section entitled “BCA Proposal—Related Agreements—Sponsor Subscription Agreement.”
Amendment to the Sponsor Subscription Agreement
On November 30, 2021, Aurora, Sponsor, Sponsor Guarantor and Better entered into an amendment to the Sponsor Subscription Agreement, a copy of which is attached to this proxy statement/prospectus as Annex I-1, (i) to reduce the Sponsor Base Purchase Amount to $100,000,000, subject to adjustment as further described therein, and (ii) to contemplate funding the Post-Closing Convertible Notes in accordance with the revised structure of the Business Combination in lieu of purchasing shares of Better Home & Finance common stock (see “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 3” for more information). For additional information, see the sections entitled “BCA Proposal—Related Agreements—Amendment to the Sponsor Subscription Agreement” and “BCA Proposal—Related Agreements—Amendment to the SoftBank Subscription Agreement.”
Redemption Subscription Agreement
Aurora entered into a redemption subscription agreement (the “Redemption Subscription Agreement”), dated as of May 10, 2021, with the Sponsor and the Sponsor Guarantor, as guarantor, a copy of which is attached to this proxy statement/prospectus as Annex J, pursuant to which, among other things, the Sponsor is responsible for 100% of the Backstop Purchase (as defined below).
The Redemption Subscription Agreement provided that, immediately after the deadline for Aurora public shareholders to elect to redeem or convert their Aurora Class A ordinary shares from funds in Aurora’s trust account in connection with the Closing, Aurora would notify the Sponsor of the number of shares that Aurora public shareholders elected to redeem (the “Shortfall”), and the Sponsor subscribed for and agreed to purchase (the “Backstop Purchase”) from Aurora the number of shares of Better Home & Finance Class A common stock equal to the Shortfall, at a purchase price equal to $10.00 per share.
The Redemption Subscription Agreement was terminated on November 30, 2021 in connection with the execution of the third amendment to the Merger Agreement, in accordance with the revised structure of the Business Combination (see “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 3” for more information). A copy of the related termination agreement (the “Redemption Subscription Termination”) is attached to this proxy statement/prospectus as Annex J-1. Accordingly, because the Backstop Purchase was eliminated, the Sponsor is no longer committed to subscribe for, and is not committed to purchase, the number of shares of Better Home & Finance Class A common stock equal to the Shortfall. Instead, pursuant to the third amendment to the Merger Agreement and the amended SoftBank Subscription Agreement and Sponsor Subscription Agreement, any funds remaining in Aurora’s trust account (subject to certain exceptions) and released in connection with the Closing will reduce SoftBank’s and the Sponsor’s commitment under the SoftBank Subscription Agreement and Sponsor Subscription Agreement to fund the purchase of the Post-Closing Convertible Notes, on a dollar-for-dollar basis, which funds will be retained by Better Home & Finance at closing. For additional information, see the section entitled “BCA Proposal—Related Agreements—Redemption Subscription Agreement.”
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Sponsor Agreement
In connection with the execution of the Merger Agreement, the Sponsor entered into a letter agreement (the “Sponsor Agreement”) with Aurora, a copy of which is attached to this proxy statement/prospectus as Annex K, pursuant to which the Sponsor will forfeit upon Closing 50% of its Aurora private placement warrants and 20% of the Better Home & Finance Class A common stock retained by the Sponsor as of the Closing will become subject to transfer restrictions, contingent upon the price of Better Home & Finance Class A common stock exceeding certain thresholds (“Sponsor Locked-Up Shares”). The Sponsor Locked-Up Shares will be released in three tranches if the volume-weighted-average price (“VWAP”) of Better Home & Finance exceeds certain price thresholds: (i) one-third of such shares will be released if VWAP for any 20 Trading Days (as defined in the Sponsor Agreement) during any consecutive 30-Trading Day period exceeds $12.50 per share, (ii) one-third of such shares will be released if the VWAP for any 20 Trading Days during any consecutive 30-Trading Day period exceeds $15.00 per share, and (iii) one-third of such shares will be released if the VWAP for any 20 Trading Days during any consecutive 30-Trading Day period exceeds $17.50 per share. In addition to the transfer restriction, there is a change in control provision included in the agreement, whereby if there is a Change in Control Transaction (as defined in the Sponsor Agreement) within five years following the Closing, the shares which have not reached the thresholds stated above will be forfeited. If after five years there is no change in control event, the lock-up period will go on in perpetuity until the price thresholds are met. The Sponsor Locked-up Shares are expected to be accounted for as a derivative as such shares vest contingent upon the price of Better Home & Finance Class A common stock exceeding certain thresholds or upon some strategic events, which include events that are not indexed to Better Home & Finance Class A common stock. For additional information, see the section entitled “BCA Proposal—Related Agreements—Sponsor Agreement.”
Amendment to the Sponsor Agreement
On November 9, 2021, the Sponsor and Aurora entered into an amendment to the Sponsor Agreement (the “Sponsor Agreement Amendment”), a copy of which is attached to this proxy statement/prospectus as Annex K-1, to provide Better Home & Finance with greater flexibility to use the Sponsor’s forfeited Aurora private placement warrants for customer acquisition purposes. Specifically, the Sponsor Agreement Amendment states that, following the Closing, Better Home & Finance will use reasonable efforts to implement a program that enables customers to obtain securities of Better Home & Finance in connection with their lending transactions. For additional information, see the section entitled “BCA Proposal—Related Agreements—Amendment to the Sponsor Agreement.”
Amended and Restated Insider Letter Agreement
Aurora entered into an amended and restated insider letter agreement (the “Amended and Restated Insider Letter Agreement”), dated as of May 10, 2021, by and among Aurora, the Sponsor and the Insiders, a copy of which is attached to this proxy statement/prospectus as Annex L. The Amended and Restated Insider Letter Agreement, which contains, among other things, provisions relating to transfer restrictions on certain shares and warrants held by such parties, was amended and restated to provide Better with certain third-party beneficiary rights. Pursuant to the Amended and Restated Insider Letter Agreement, the Sponsor and each Insider waived, with respect to any shares underlying Aurora units, Aurora private units, and founder shares (and the shares into which the founder shares are converted) held by it, him or her, any redemption rights it, he, she or they may have in connection with the consummation of a Business Combination, including any such rights available in the context of a shareholder vote to approve certain amendments to the Cayman Constitutional Documents (the “Redemption Restriction”), although the Sponsor and the Insiders shall be entitled to liquidating distribution rights from the trust account with respect to the Class A ordinary shares it or they hold if Aurora fails to consummate the Business Combination by September 30, 2023. For additional information, see the section entitled “BCA Proposal— Related Agreements—Amended and Restated Insider Letter Agreement.”
Limited Waiver to Insider Letter Agreement
On February 23, 2023, Aurora, Better, Sponsor, and the Insiders party to the Amended and Restated Insider Letter Agreement entered into the Limited Waiver, a copy of which is attached to this proxy statement/prospectus as Annex L-1. The Limited Waiver waives the provision restricting the redemption of Aurora Class A ordinary shares
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as it applies to the Sponsor to the limited extent required to allow the redemption of up to an aggregate of $17 million worth of Aurora Class A ordinary shares underlying the Aurora private units held by it in connection with the Extension. As consideration for the Limited Waiver, Sponsor has agreed (a) if the Business Combination is completed on or before September 30, 2023, to subscribe for and purchase, on the Closing Date, shares of Better Home & Finance common stock for aggregate cash proceeds to Better equal to the actual aggregate amount of shares redeemed by Sponsor in connection with the Limited Waiver at a purchase price of $10.00 per share; or (b) if the Business Combination is not completed by such date, to subscribe for and purchase for $35 million aggregate cash proceeds to Better, at Sponsor’s election, (x) a number of newly issued shares of Better’s Company Series D Equivalent Preferred Stock (as defined in the Pre-Closing Bridge Note Purchase Agreement) at a price per share that represents a 50% discount to the $6.9 billion pre-money equity valuation of Better or (y) for a number of shares of Better Class B common stock at a price per share that represents a 75% discount to the $6.9 billion pre-money equity valuation of Better. The Sponsor has also agreed to reimburse Aurora for reasonable and documented expenses incurred by Aurora in connection with the Business Combination, up to the cash value of shares redeemed by the Sponsor pursuant to the Limited Waiver, to the extent such expenses are not otherwise subject to reimbursement by Better pursuant to the Merger Agreement. In connection with the Extension, public shareholders redeemed 24,087,689 public shares and, pursuant to the Limited Waiver, the Sponsor redeemed 1,663,760 Aurora private shares for an aggregate cash balance of $263,123,592 at Aurora’s combined annual and extraordinary general meeting on February 24, 2023.
Founder Side Letter
Aurora entered into a letter agreement (the “Founder Side Letter”), dated as of May 10, 2021, with Vishal Garg (the “Better Founder and CEO”), a copy of which is attached to this proxy statement/prospectus as Annex M, pursuant to which the Better Founder and CEO and his associates or affiliates (the “Better Founder Related Entities”) are permitted to pledge Better Home & Finance common stock held by the Better Founder and CEO or the Better Founder Related Entities following the Closing, in an aggregate principal amount of up to $150,000,000 (“Pledge Amount”), to support loans made to the Better Founder and CEO or the Better Founder Related Entities by third-party lenders or depository institutions. Under the Founder Side Letter, the Better Founder and CEO will also promptly donate any cash consideration he receives for his Better shares pursuant to Article III of the Merger Agreement to one or more charitable or political organizations of his choice. For additional information, see the section entitled “BCA Proposal—Related Agreements—Founder Side Letter.”
Amended and Restated Promissory Note
Aurora entered into the Original Promissory Note with the Sponsor in May of 2021, pursuant to which Aurora extended the maturity date of such note and promised to pay to the order of the Sponsor or its registered assigns or successors-in-interest the principal sum of $2,000,000 or such lesser amount as will have been advanced and will remain unpaid on the maturity date set forth therein in lawful money of the United States of America, on the terms and conditions described therein. On February 23, 2022, the Original Promissory Note was amended and restated by the A&R Promissory Note 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 the section entitled “BCA Proposal—Related Agreements—Amended and Restated Promissory Note.” On April 24, 2023, the Sponsor restated its commitment to increase the amount available under the A&R Promissory Note, if required over the period of the next twelve (12) calendar months from the date thereof, subject to an aggregate cap of $12,000,000 to reflect the estimated total costs of Aurora through May 15, 2024 in relation to the Business Combination, in the event the Business Combination is unsuccessful.
Ownership of Better Home & Finance following Business Combination
As of the date of this proxy statement/prospectus, there are 8,998,910 Aurora ordinary shares issued and outstanding, which includes 6,950,072 founder shares held by the Sponsor and certain of Aurora’s directors (or their affiliates) and 2,048,838 Class A ordinary shares. As of the date of this proxy statement/prospectus, there are an aggregate of 11,523,422 warrants outstanding, which includes the 4,573,372 Aurora private placement warrants held by the Sponsor and certain of Aurora’s directors and executive officers (or their respective affiliates), 875,000 Aurora private warrants underlying the Aurora private units and 6,075,050 public warrants. Each whole warrant
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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 17,360,646 (50% of the Aurora private placement warrants held by the Sponsor as of the date of the Sponsor Agreement 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 (and excluding SoftBank II) are expected to own approximately 78.4% of the outstanding shares of Better Home & Finance common stock and have approximately 88.3% of the total voting power in a scenario where the remaining Aurora public shareholders redeem the maximum amount, (2) the Sponsor and related parties (including the directors of Aurora and their affiliates, including the other Major Aurora Shareholder) are expected to collectively own, approximately 5.9% of the outstanding shares of Better Home & Finance common stock and have approximately 2.3% of the total voting power in the maximum redemptions scenario and (3) SoftBank and SoftBank II are expected to own approximately 15.7% of the outstanding shares of Better Home & Finance common stock and have approximately 9.4% of the total voting power in the maximum redemptions scenario (without giving effect to the Voting Proxy described under “Certain Relationships and Related Party Transactions— Better—Other Stockholder Agreements—SoftBank Agreements”). In connection with the vote to approve the Extension, the holders of 25,751,449 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $10.2178 per share, for an aggregate redemption amount of $263,123,592. As such, approximately 92.6% of the Class A ordinary shares were redeemed and approximately 7.4% of the Class A ordinary shares outstanding prior to such redemptions remain outstanding. After the satisfaction of such redemptions, the balance in Aurora’s trust account was $21,251,169 as of June 30, 2023. Given the redemptions that occurred, even in a scenario with no further redemptions, Aurora public shareholders are expected to own less than 0.1% of the outstanding shares of Better Home & Finance common stock. Due to the immaterial number of Class A ordinary shares outstanding subject to redemption, all post-Business Combination share counts assume that all Aurora public shareholders redeem their Class A ordinary shares.
These percentages assume the pro forma ownership assumptions described elsewhere in this proxy statement/prospectus, including (i) assume 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 Amended and Restated Insider Letter Agreement) (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 650,143,468 shares of Better Home & Finance Class B common stock and 39,856,532 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, as applicable, at a price of $10.00 per share pursuant to the Pre-Closing Bridge Note Purchase Agreement, (iv) the Pre-Closing Bridge Notes funded by the Sponsor in an aggregate principal amount of $100,000,000 are exchanged for Better Home & Finance Class A common stock, at a price of $2.50 per share pursuant to the Second Novator Letter Agreement, 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,
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except 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.
The following table illustrates 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 a maximum redemptions scenario.
Post-Business Combination
Maximum Redemptions
Number of SharesPercentage of Outstanding SharesPercentage of Voting Power
Better Stockholders—Class A
39,856,532 5.0 %1.9 %
Better Stockholders—Class B(2)(3)
589,197,730 73.4 %86.3 %
Aurora Public Shareholders—Class A
— — — 
Major Aurora Shareholders—Class A(4)
47,380,999 5.9 %2.3 %
SoftBank—Class A(5)
9,606,591 1.2 %0.5 %
SoftBank II—Class B
60,945,738 7.6 %8.9 %
SoftBank—Class C(6)
55,393,409 6.9 %— 
Total
802,380,999 100.0 %100.0 %
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(1)Based on outstanding Better Capital Stock, Better Warrants and Better Awards as of March 31, 2023.
(2)Excludes 60,945,738 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 125,945,738 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 Major Aurora Shareholders, including the Sponsor, and certain Aurora directors and officers. In particular, the Sponsor is expected to beneficially own 46,178,499 shares of Better Home & Finance Class A common stock in the aggregate, comprised of (i) 636,240 shares of Better Home & Finance Class A common stock converted from Aurora Class A ordinary shares held prior to the Business Combination, (ii) 5,542,259 shares of Better Home & Finance Class A common stock to be issued in connection with conversion of the founder shares (which includes the Sponsor Locked-Up Shares), and (iii) 40,000,000 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. Shravin Mittal, who owns his shared through Unbound HoldCo Ltd., 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. Excludes the Sponsor’s purchase of approximately $17.0 million of Better Home & Finance Class A common stock pursuant to the Limited Waiver. 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 at a price of $10.00 per share 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 at a price of $10.00 per share in connection with conversion of the Pre-Closing Bridge Notes at Closing.
Date, Time and Place of Extraordinary General Meeting of Aurora’s Shareholders
The extraordinary general meeting of the shareholders of Aurora will be held at 9:30 a.m., Eastern Time, on August 11, 2023, at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704, or virtually via live webcast at https://www.cstproxy.com/auroraacquisition/sm2023, to consider and vote upon the proposals to be put to the extraordinary general meeting, including, if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.
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Voting Power; Record Date
Aurora shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on July 19, 2023, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Aurora warrants do not have voting rights. As of the close of business on the record date, there were 8,998,910 Aurora ordinary shares issued and outstanding, consisting of (i) 2,048,838 Aurora Class A ordinary shares, of which 212,598 were public shares, and (ii) 6,950,072 Aurora Class B ordinary shares.
Quorum and Vote of Aurora Shareholders
A quorum of Aurora shareholders is necessary to hold a valid meeting. A quorum will be present at the Aurora extraordinary general meeting if a majority of the issued and outstanding Aurora ordinary shares entitled to vote at the extraordinary general meeting are represented in person or virtually or by proxy. 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. As of the record date for the extraordinary general meeting, 4,499,456 ordinary shares would be required to achieve a quorum. As the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, we expect quorum will be achieved.
The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. Additionally, Unbound HoldCo Inc., a Major Aurora Shareholder, has also agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, including 100% of the issued and outstanding Aurora Class B ordinary shares, and we therefore expect that each of the proposals (i)-(viii) will be approved.
The proposals presented at the extraordinary general meeting require the following votes:
(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 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.
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(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.
(vii) 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.
(viii) 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.
Redemption Rights
Pursuant to the Cayman Constitutional Documents, 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 DTC.
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 August 9, 2023 (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 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 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 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 (excluding any amounts then on deposit in the trust account that are allocable on a pro rata basis to the Aurora private shares), calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), but excluding any interest earned on the funds held in the trust account that are allocable on a pro rata basis to the Aurora private shares. For illustrative purposes, as of June 30, 2023, this would have amounted to approximately $10.37 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 this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
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The Major Aurora Shareholders, including the Sponsor, and the other Insiders have agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote, unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination. As the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, including 100% of the issued and outstanding Aurora Class B ordinary shares, and have committed to vote their shares in favor of the Business Combination, we expect that the Business Combination will be approved. Holders of the warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
None of the Aurora shareholders, Aurora warrant holders or Better Stockholders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL, as applicable.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Aurora has engaged Okapi Partners LLC to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Aurora—Revoking Your Proxy.”
Interests of Aurora’s Directors and Executive Officers in the Business Combination
When you consider the recommendation of Aurora’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and Aurora’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of Aurora shareholders and warrant holders generally. These interests include, among other things, the interests listed below:
•Prior to Aurora’s initial public offering on March 8, 2021, the Sponsor purchased 5,750,000 Aurora Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In February 2021 Aurora effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently cancelled 131,250 Class B ordinary shares, resulting in an aggregate of 6,625,000 Aurora Class B ordinary shares issued and outstanding. In March 2021, Aurora made a share dividend of 575,000 shares, resulting in 7,200,000 Class B ordinary shares owned by the Sponsor and certain directors of Aurora. After Aurora’s initial public offering, the Sponsor surrendered for cancellation 249,928 shares, which occurred when the 45-day over-allotment period expired, leaving 6,950,072 Class B ordinary shares held by the Sponsor and certain directors of Aurora (or their affiliates). If Aurora does not consummate a business combination by September 30, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding-up, redeeming all of the outstanding Aurora Class A ordinary shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Law (As Revised) to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,950,072 Aurora Class B ordinary shares collectively owned by the Sponsor and certain directors of Aurora (or their affiliates) would be worthless because following the redemption of the public shares, Aurora would likely have few, if any, net assets and because the Sponsor and the Insiders have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any Aurora Class B ordinary shares held by it or them, as applicable, if Aurora fails to complete a business combination within the required period (although the Sponsor and the Insiders did not waive their rights to liquidating distributions from the trust account with respect to the Aurora Class A shares it or they hold if Aurora fails to consummate a business combination by within the required period). Additionally, in such event, the 4,573,372 Aurora private placement warrants purchased by the Sponsor and certain of Aurora’s directors and executive officers (or their respective affiliates) simultaneously with the consummation of Aurora’s initial public offering for an
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aggregate purchase price of $6,860,057, will also expire worthless. Certain of Aurora’s directors and executive officers also have a direct or indirect economic interest in such Aurora private warrants. The 6,950,072 shares of Better Home & Finance Class A common stock into which the 6,950,072 Aurora Class B ordinary shares collectively held by the Sponsor and certain directors of Aurora (or their affiliates) will automatically convert in connection with the Mergers (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $72,072,247 based upon the closing price of $10.37 per public share on Nasdaq on July 19, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of Better Home & Finance Class A common stock will be subject to certain restrictions, including those described above, Aurora believes such shares have less value. The 4,573,372 Better Home & Finance Warrants into which the 4,573,372 Aurora private placement warrants held by the Sponsor and certain of Aurora’s directors and executive officers will automatically convert in connection with the Mergers (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $137,659 based upon the closing price of $0.0301 per public warrant on Nasdaq on July 19, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus.
•The Sponsor (including its representatives and affiliates) and Aurora’s directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business to Aurora. Thor Björgólfsson is the Founding Partner of Novator Partners LLP and Novator Capital Advisors LLP, Arnaud Massenet is the Chairman of GRIP Ltd., and each of our other officers presently has and any of them in the future may have additional fiduciary or contractual obligations to at least one other entity pursuant to which such executive officer or director is or will be required to present a business combination opportunity to such entity under Delaware General Corporation Law. The Sponsor and Aurora’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Aurora completing its initial business combination. Moreover, certain of Aurora’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Aurora’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Aurora, and the other entities to which they owe certain fiduciary or contractual duties, including Novator Partners LLP and Novator Capital Advisors LLP. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Aurora’s favor, and such potential business opportunities may be presented to other entities prior to their presentation to Aurora, subject to applicable fiduciary duties under Cayman Islands Companies Act. Aurora’s Cayman Constitutional Documents provide that Aurora renounces its interest in any corporate opportunity offered to any director or officer of Aurora unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Aurora, and it is an opportunity that Aurora is able to complete on a reasonable basis.
•Aurora’s existing directors and officers will be eligible for continued indemnification and continued coverage under Aurora’s directors’ and officers’ liability insurance after the Mergers and pursuant to the Merger Agreement.
•Aurora, Better, SoftBank and the Sponsor entered into the Pre-Closing Bridge Note Purchase Agreement, pursuant to which SoftBank and the Sponsor funded the purchase of $750,000,000 of Pre-Closing Bridge Notes, which are convertible into the Pre-Closing Bridge Conversion Shares as follows: (i) upon Closing, the Pre-Closing Bridge Notes will convert into shares of Better Home & Finance Class A common stock at a conversion rate of one share per $10.00 of consideration; (ii) if the Closing does not occur by the Maturity Date, or in the event of a Corporate Transaction or Merger Withdrawal (each as defined in the Pre-Closing Bridge Note Purchase Agreement) prior to the Maturity Date or prior to the time when a Note may otherwise be converted pursuant to the Pre-Closing Bridge Note Purchase Agreement, the Pre-Closing Bridge Notes will convert into a new series of preferred stock of Better, which series will be identical to Better’s Series D Preferred Stock, provided that the ratchet adjustment provisions relating to Better’s Series D Preferred Stock will not apply, and such series will vote together with Better’s Series D Preferred Stock as a single class on all matters; or (iii) in the event of a termination of the Merger Agreement (a) by Better,
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arising out of or resulting from breaches on the part of Aurora or the Sponsor, (b) by Better, arising out of or resulting from breaches on the part of Aurora or any Subscriber in connection with any Subscription Agreement or (c) arising out of or resulting from breaches on the part of Aurora, SoftBank or the Sponsor in connection with the Pre-Closing Bridge Note Purchase Agreement or any ancillary agreement, the Pre-Closing Bridge Notes will convert into shares of Better common stock. In the event that Pre-Closing Bridge Conversion Shares are issued in the form of Better Home & Finance Class A common stock, the Pre-Closing Bridge Note Purchase Agreement provides for customary registration rights with respect to such Pre-Closing Bridge Conversion Shares. For additional information, see the sections entitled “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 3” and “BCA Proposal—Related Agreements— Pre-Closing Bridge Note Purchase Agreement.”
•SoftBank and the Sponsor committed to fund, pursuant to the amended SoftBank Subscription Agreement and Sponsor Subscription Agreement, respectively, the purchase of the Post-Closing Convertible Notes, which are 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 from Aurora’s trust account (excluding, for the avoidance of doubt, amounts released to Better under the Subscription Agreements)) during the first 45 days after the Closing Date. The Major Aurora Shareholders, including the Sponsor, and the other Insiders initially committed to forgo redemption of the aggregate 3,502,500 Aurora Class A ordinary shares held by them, which would have resulted in a minimum of $35,025,000 being 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 would have been $714,975,000. Pursuant to the Limited Waiver, on February 24, 2023, the Sponsor was permitted, and elected, to redeem an aggregate of 1,663,760 Aurora private shares. As such, their commitment to forgo redemption now only applies to 1,838,740 Aurora Class A ordinary shares, which will result in a minimum of $18,943,745 being released to Better at the Closing from the trust account (which amount includes, for each Aurora Class A ordinary share not redeemed, the $10.00 paid on each such Aurora Class A ordinary share pursuant to its sale in the initial public offering or as part of the Aurora private units, plus any interest accumulated with respect to such shares). Accordingly, the maximum aggregate principal amount of Post-Closing Convertible Notes to be issued will now be $731,056,255. See the sections entitled “BCA Proposal—Amendments to the Merger Agreement—Amendment No. 3,” “BCA Proposal—Related Agreements—Amendment to the SoftBank Subscription Agreement” and “BCA Proposal—Related Agreements—Amendment to the Sponsor Subscription Agreement.”
•In the event that Aurora fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Aurora will be required to provide for payment of claims of creditors that were not waived that may be brought against Aurora within the ten years following such redemption. In order to protect the amounts held in Aurora’s trust account, the Sponsor has agreed that it will be liable to Aurora if and to the extent any claims by a third party (other than Aurora’s independent auditors) for services rendered or products sold to Aurora, or a prospective target business with which Aurora has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of Aurora’s initial public offering against certain liabilities, including liabilities under the Securities Act.
•Our Sponsor has advanced funds to us for working capital purposes, with a balance of $412,395 and $2,812,395 as of March 31, 2023 and December 31, 2022, respectively. These outstanding advances are documented in the A&R Promissory Note, pursuant to which Aurora may borrow up to $4,000,000 from the Sponsor (including those amounts which are currently outstanding). The A&R Promissory Note is non-interest bearing, unsecured and due and payable in full on the earlier of (i) the date on which the Merger by and between Better and Aurora is completed or (ii) the date that is 30 days after the termination of the
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Merger Agreement in accordance with its terms. If we do not complete our initial business combination within the required period, we may use a portion of our working capital held outside the trust account to repay such advances and any other working capital advances made to us, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to us, and such related party may not be able to recover the value it has loaned us and any other working capital advances it may make. If Aurora’s operating costs, in relation to the Business Combination, exceed the amounts still available and not currently drawn under the A&R Promissory Note, the Sponsor will increase the amount available under the A&R Promissory Note to cover such costs, subject to an aggregate principal amount cap of $12,000,000. This amount was reflective of estimated total costs of Aurora through May 15, 2024 in relation to the Business Combination, in the event the Business Combination is unsuccessful. As of December 31, 2022 and 2021 the amount outstanding under the A&R Promissory Note and the Original Promissory Note, respectively, was $2,812,395 and $1,412,295, respectively. On February 8, 2023, Aurora repaid an aggregate principal amount of $2,400,000 under the A&R Promissory Note. After giving effect to this repayment, as of March 31, 2023, the amount outstanding under the A&R Promissory Note was $412,395.
•Aurora remunerates Caroline Harding for professional services rendered to Aurora in her role as chief financial officer at the rate of $10,000 per month, and for her service on our board of directors at the rate of $15,000 per year plus an incremental hourly fee in certain circumstances of $500. Additionally, Ms. Harding received a $50,000 payment on March 21, 2021 in contemplation of her services to Aurora and was entitled to receive a $75,000 payment on March 21, 2023, which was paid on April 11, 2023. As of March 31, 2023 and December 31, 2022, $85,000 and $87,875 was accrued, respectively, and for the three months ended March 31, 2023 and 2022, $105,000 and $30,000 was expensed for these services, respectively. In addition, on October 15, 2021, Merger Sub entered into a Director's Services Agreement (as subsequently amended, the “DSA”) by and among Merger Sub, Ms. Harding, and the Company, effective as of May 10, 2021. On October 29, 2021, the DSA was amended, and the amended DSA was ratified by Aurora's Compensation Committee on November 3, 2021. Under the terms of the DSA, Ms. Harding is to provide services to Merger Sub, which include acting as a non-executive director and president and secretary of Merger Sub. Ms. Harding will receive $50,000 in annual payments (and in certain circumstances an incremental hourly fee of $500). For the three months ended March 31, 2023 and 2022, Aurora recognized no expense related to the amended DSA. As of March 31, 2023 and December 31, 2022, there were no unpaid amounts related to the amended DSA.
•Aurora’s officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Aurora’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Aurora fails to consummate a business combination by September 30, 2023, they will not have any claim against the trust account for reimbursement. Aurora’s officers and directors, and their affiliates, expect to incur (or guaranty) approximately $1 million of transaction expenses. Accordingly, Aurora may not be able to reimburse these expenses if the Business Combination, or another business combination, is not completed by such date.
•Pursuant to the Registration Rights Agreement, the Sponsor and related Sponsor holders and certain legacy Better Stockholders will have customary registration rights, including demand, piggy-back rights and block trade rights following the consummation of the Business Combination.
•Aurora has the right to select two individuals, which are expected to be Prabhu Narasimhan and Arnaud Massenet, to be nominated for election to the initial Board of Directors of Better Home & Finance, so long as the Aurora nominees complete a background check reasonably satisfactory to Better, qualify as “independent” directors for purposes of Nasdaq rules (unless otherwise agreed by Better or Better Home & Finance) and are otherwise in compliance with SEC and Nasdaq rules and requirements governing directors, and satisfy any other applicable regulatory requirements.
•The Proposed Certificate of Incorporation will contain a provision expressly electing that Better Home & Finance will not be governed by Section 203 (Delaware’s “interested stockholder” statute) of the DGCL, and, therefore, Better Home & Finance will not be subject to Section 203 of the DGCL.
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The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. The Sponsor and Unbound HoldCo Ltd., also a Major Aurora Shareholder, have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Aurora Holder Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor and Aurora’s directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares and have committed to vote those shares for the Business Combination as described. Due to the Sponsor’s level of ownership, we expect the Business Combination to be approved, without requiring the support of other shareholders.
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.
Interests of Better’s Directors and Officers in the Business Combination
Better’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of Aurora’s shareholders and warrant holders and of Better Stockholders generally. These interests include, among other things, the interests listed below:
•Treatment of Better Equity Awards in the Business Combination. In connection with the Business Combination, all outstanding stock options, restricted stock awards and restricted stock units (“RSUs”) granted by Better prior to the Closing will be converted into stock options, restricted stock awards and RSUs with respect to shares of Better Home & Finance Class B common stock that will be subject to same terms and conditions as were in effect for such awards prior to the Closing (including with respect to vesting, exercisability and termination-related provisions). See the section entitled “BCA Proposal—The Merger Agreement—Treatment of Better Options, Restricted Stock Awards, Restricted Stock Unit Awards and Better Warrants” for more information.
The amounts listed in the table below represent the number of stock options, restricted stock awards and/or RSUs held by each named executive officer and director of Better as of December 31, 2022.
NameOptionsRestricted StockRSUs
Vishal Garg
8,000,000 83,334 — 
Kevin Ryan
62,500 541,750 60,938 
Paula Tuffin— 22,917 500,000 
Nicholas Calamari— — 500,000 
All Non-Employee Directors
526,386 83,334 1,620,000 
All Other Executive Officers— — — 

•Director Compensation. Better intends to approve and implement a compensation program for its non-employee directors post-Closing in connection with Better’s transition to becoming a publicly traded company. For more information, please see “Executive Compensation—Director Compensation.”
•Executive Change in Control Severance Plan. In March 2022, Better adopted an Executive Change in Control Plan (the “CIC Plan”) to ensure that the Company will have the dedication of key executives of the Company in the event of a change in control. The CIC Plan provides market-competitive severance benefits to members of senior management who experience a termination of employment without cause or a resignation for good reason in connection with or following a change in control. For more information about the CIC Plan, please see “Executive Compensation—Executive Compensation Arrangements—Potential Payments upon Termination or Change in Control—Executive Change in Control Plan.”
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•Management Transaction Bonuses. In connection with the Business Combination, Better will award cash transaction bonuses of approximately $20.0 million to certain employees, which may include Better’s executive officers in the amounts and subject to terms and conditions to be determined by Better prior to Closing. For more information on the management transaction bonus plan, please see “Executive Compensation—Executive Compensation Arrangements—Transaction Bonuses.”
•Executive Loans under the Employee Loan Program. Prior to the Business Combination, Better extended loans to certain senior employees (including certain of Better’s executive officers) in order to facilitate the early exercise of options to purchase shares of Better common stock pursuant to certain secured partial recourse promissory notes and stock pledge agreements by and between Better and such senior employees. Better does not plan to grant any additional loans to employees in respect of early exercised stock options after the Closing, and outstanding loans to executive officers will be repaid, refinanced, sold or otherwise extinguished prior to the Closing in compliance with Section 402 of the Sarbanes-Oxley Act. Separate from these loans, in August 2022, in recognition of his continued service to Better, the Company awarded Mr. Ryan a one-time retention bonus in the form of a forgivable loan in the amount of $6,000,000, none of which had been forgiven as of December 31, 2022. However, the loan will be forgiven if it would violate applicable law, including Section 402 of the Sarbanes-Oxley Act of 2002 as implemented in Section 13(k) of the Exchange Act. Accordingly, Better anticipates that the loan will be forgiven in connection with the closing of the Business Combination and, at that time, Better Home & Finance will be in compliance with Section 402 of the Sarbanes-Oxley Act of 2002 as implemented in Section 13(k) of the Exchange Act. For more information about the Employee Loan Program, please see “Executive Compensation—Narrative to the Summary Compensation Table—Elements of Compensation—Employee Loan Program.” For more information about Mr. Ryan’s retention grant please see “Executive Compensation—Executive Compensation Arrangements—Retention Agreement with Kevin Ryan.”
•Post-Closing Directors and Officers. Certain of Better’s directors and executive officers will serve as officers of Better Home & Finance following the consummation of the Business Combination. As such, in the future they will receive any cash or equity-based compensation that the Better Home & Finance board of directors determines to pay to such persons. For additional information, please see “Management of Better Home & Finance Following the Business Combination.”
•Indemnification. Upon closing of the Business Combination, Better’s existing directors and officers will be indemnified by and receive coverage under the directors’ and officers’ liability insurance maintained by Better Home & Finance after the Mergers and pursuant to the Merger Agreement. For additional information about the indemnification and insurance obligations, please see “BCA Proposal—The Merger Agreement—Covenants and Agreements—Covenants of Aurora.”
Recommendation to Shareholders of Aurora
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 at 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.
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Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that the maximum number of Aurora public shareholders exercise their redemption rights, as applicable and (ii) that Better Home & Finance issues or, as applicable, reserves for issuance in respect of Better Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Better Home & Finance common stock, an aggregate number of shares of Better Home & Finance Class B common stock as the Stock Consideration pursuant to the Merger Agreement. If the actual facts are different from these assumptions, the below figures will be different. In particular and as an example, the funds available from the trust account will be reduced to the extent of redemptions by Aurora public shareholders.
Sources (assuming maximum redemptions)Uses (assuming maximum redemptions)
Cash and investments held in trust account(1)
18,943,745 
Cash to Better Home & Finance Balance Sheet
1,147,233,000 
Pre-Closing Bridge Financing(2)
750,000,000 
Better Equity Rollover
6,900,000,000 
Post-Closing Convertible Note Commitment(3)
531,056,255 
Estimated Fees & Expenses(4)
43,318,000 
Better Equity Rollover
6,900,000,000 
Corporate Credit Facility Repayment(5)
126,449,000 
Proceeds from Sponsor Limited Waiver(6)
$17,000,000 
Total Sources
$8,217,000,000 
Total Uses
$8,217,000,000 
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(1)As of March 31, 2023. Cash remaining in trust account (which amount includes, for each Aurora Class A ordinary share not redeemed, the $10.00 paid on each such Aurora Class A ordinary share pursuant to its sale in the initial public offering or as part of the Aurora private units, plus any interest accumulated with respect to such shares) reflects cash in respect of Aurora Class A ordinary shares held by the Major Aurora Shareholders, including the Sponsor, Aurora’s directors and officers and their respective affiliates (which amount includes, for each Aurora Class A ordinary share not redeemed, the $10.00 paid on each such Aurora Class A ordinary share pursuant to its sale in the initial public offering or as part of the Aurora private units, plus any interest accumulated with respect to such shares).
(2)Pre-Closing Bridge Conversion Shares issuable in connection with the conversion of Pre-Closing Bridge Notes pursuant to the Pre-Closing Bridge Financing are at a deemed value of $10.00 per share for SoftBank and $2.50 per share for the Sponsor.
(3)SoftBank and the Sponsor have committed to fund, at the option of Better Home & Finance Holding Company, up to $750,000,000 aggregate principal amount of Post-Closing Convertible Notes within 45 days after Closing (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). The parties to the First Novator Letter Agreement agreed that if the Sponsor does not fund all or a portion of its Post-Closing Convertible Note, then SoftBank’s commitment to fund its Post-Closing Convertible Note shall be reduced on a dollar-for-dollar basis by the amount that is not funded by the Sponsor, such that if the Sponsor elects not to fund in full its Post-Closing Convertible Note, then SoftBank is only obligated to fund $550,000,000 of its Post-Closing Convertible Note. The pro forma financial information assumes that the Sponsor elects not to fund in full the Total Sponsor Note Commitment in respect of the Post-Closing Convertible Notes at Closing, and as a result, SoftBank will be obligated to fund $550.0 million ($650.0 million commitment less $100.0 million not funded by the Sponsor) of their Total Note Commitment amount. The total Post-Closing Convertible Notes commitment assumed is $550.0 million (less any amounts released to Better from Aurora’s trust account).
(4)Includes transaction bonuses to executives of Better of $20.0 million and estimated transaction expenses. In connection with resignations described elsewhere in this proxy statement/prospectus, Barclays and Citigroup waived their entitlement to certain fees which would be owed upon completion of the Business Combination, which were comprised of approximately $8.5 million for Barclays as a deferred underwriting fee and financial advisory fee and $7.5 million for Citigroup, as a financial advisory fee, which accordingly are excluded from estimated fees and expenses. For more information, see “Risk Factors—Risks Related to the Business Combination and Aurora—Each of Barclays and Citigroup has resigned from its financial advisory role in connection with the Business Combination, and investors should not put any reliance on the fact that any such investment bank was involved with any aspect of the Business Combination. Although not formally retained by Better, Bank of America also has indicated it is resigning from any role it had.” The waiver of these fees will result in additional cash of $16 million being available to Better Home & Finance after the Closing. Excludes compensation expense of $35.3 million related to the partial forgiveness of loans to certain executive officers and cancellation of the early exercised options not yet vested. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Certain Relationships and Related Party Transactions—Better—Director and Executive Officer Borrowings.”
(5)As of March 31, 2023, Better had $126,449,000 outstanding on the Corporate Credit Facility. Upon the completion of the Business Combination, Better is required to repay the Corporate Credit Facility in full as a result of an accelerated maturity provision.
(6)Reflects cash proceeds of $17.0 million from the Sponsor for the subscription and purchase of 1.7 million shares of Better Home & Finance Class A common stock at a purchase price of $10.00 per share as consideration for the Limited Waiver. For more information, see “BCA Proposal—Limited Waiver.”

U.S. Federal Income Tax Considerations
See the section entitled “U.S. Federal Income Tax Considerations” for a discussion summarizing the U.S. federal income tax considerations generally applicable to holders of Aurora Class A ordinary shares and Aurora
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warrants as a result of (i) the Domestication, (ii) the exercise of redemption rights with respect to Better Home & Finance Class A common stock that is received in the Domestication, (iii) the Mergers, and (iv) the ownership and disposition of Better Home & Finance Class A common stock and Better Home & Finance Warrants that are received in the Domestication.
Expected Accounting Treatment
The Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Aurora as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Aurora immediately following the Domestication will be the same as those of Aurora immediately prior to the Domestication.
The Business Combination
We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in FASB Accounting Standards Codification (“ASC”) 805, Aurora is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of Better issuing stock for the net assets of Aurora, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Better.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On May 24, 2021, Aurora and Better filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. The related HSR Act waiting period expired on June 23, 2021. As the original HSR filing expired in June 2022, on July 19, 2023, Aurora, Better and the Sponsor filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. Unless such early termination is granted, the parties may not consummate the Business Combination until the HSR Act waiting period expires on August 18, 2023.
At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Aurora cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Aurora cannot assure you as to its result. The parties will also seek approvals or non-objection for the Business Combination from various state mortgage, real estate, title insurance, and hazard insurance-licensing authorities, as applicable, Fannie Mae, Freddie Mac, the FHA and the VA.
Emerging Growth Company and Smaller Reporting Company Status
Aurora is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required
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to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Aurora’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. Aurora has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Aurora, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Aurora’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Aurora’s initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” has the meaning ascribed to it in the JOBS Act. We are also a smaller reporting company, as defined in the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to continue taking advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
Better’s consolidated revenues remained below $1.235 billion for the year ended December 31, 2022. As a result, we expect Better Home & Finance to qualify as an emerging growth company and be eligible for the relief from regulatory requirements provided to emerging growth companies following consummation of the Business Combination on the Closing Date. Better Home & Finance may also qualify as a smaller reporting company following consummation of the Business Combination on the Closing Date, if either (i) the market value of Better Home & Finance common stock held by non-affiliates is less than $250.0 million or (ii) the annual revenue was less than $100 million during the most recently completed fiscal year and the market value of Better Home & Finance common stock held by non-affiliates is less than $700.0 million. For more information, see “Risk Factors—Risks Related to Ownership of Better Home & Finance Common Stock Following the Business Combination and Better Home & Finance Operating as a Public Company—Following the Business Combination, we will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company.”
Summary Risk Factors
In evaluating the proposals to be presented at the Aurora extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” These risk factors include, but are not limited to, the following:
Risks relating to Better’s business and industry, including:
•Better’s business is significantly impacted by interest rates. Changes in prevailing interest rates or U.S. monetary policies that affect interest rates have and may in the future have a material adverse effect on Better’s business, financial condition, results of operations, and prospects.
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•Better has a history of operating losses, including a very significant loss in 2022, has not been able to maintain profitability achieved in 2020 and early 2021 and may not achieve and maintain profitability in the future.
•The projected financial information considered by Aurora generally, and the financial projections in particular, was not and will not be realized, which may materially and adversely affect the market price of Better Home & Finance common stock.
•Better may be unable to effectively restore or manage its growth, which could have a material adverse effect on its business, financial condition and results of operations.
•Better depends on its ability to sell loans and MSRs in the secondary market to a limited number of loan purchasers, including government-sponsored enterprises and other secondary market participants for each relevant product.
•Better’s business is highly dependent on Fannie Mae and Freddie Mac and certain other U.S. government agencies, and any changes in these entities or agencies or their current roles could have a material adverse effect on its business.
•The geographic concentration of Better’s loan production and factors adversely affecting those geographic areas may have a material adverse effect on Better’s financial condition and results of operations, and Better faces intense competition that could materially and adversely affect it.
•Better operates in a heavily regulated industry, and its loan production and servicing activities, real estate brokerage activities, title and settlement services activities and homeowners insurance agency activities expose it to risks of noncompliance with a large and increasing body of complex laws and regulations at the U.S. federal, state and local levels, which, at times, may be inconsistent.
•Better’s products use third-party software, hardware and services that may be difficult to replace or cause errors or failures of Better’s products that could materially and adversely affect its business, financial condition, liquidity, results of operations, or prospects.
•Better relies on its warehouse lines to fund loans and otherwise operate its business. If one or more of such facilities are terminated or otherwise become unavailable to use, Better may be unable to find replacement financing at commercially favorable terms, or at all, which could have a material adverse effect on its business.
•Better is, and may in the future be, subject to government or regulatory investigations, litigation or other disputes, including an ongoing investigation by the SEC Division of Enforcement or litigation by former senior employees. If the outcomes of these matters are adverse to Better, it could materially and adversely affect Better’s business, revenues, financial condition, results of operations, and prospects.
•The Better Founder and CEO is involved in litigation that could have a material adverse effect on Better’s revenues, financial condition, cash flows and results of operations.
•Better and the Better Founder and CEO have been subject to negative media coverage, which is a distraction to management and has negatively affected Better’s ability to maintain and establish third-party relationships (including with business partners, warehouse lenders and investors), recruit and retain team members, management and directors, maintain morale among its workforce and accordingly achieve its operational and financial targets.
•Better’s management team has limited experience managing a public company.
•Better’s compliance and risk management policies, procedures and techniques may not be sufficient to identify all of the financial, legal, regulatory, and other risks to which Better is exposed, and failure to identify and address such risks could result in substantial losses and materially and adversely disrupt Better’s business operations.
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•Better has identified three material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to implement or maintain an effective system of internal control, which may result in material misstatements of its financial statements or cause Better to fail to meet its periodic reporting obligations.
•Better’s failure to accurately predict demand or growth of new or existing product lines could materially and adversely affect its business, financial condition, results of operations, and prospects.
Risks related to Aurora and the Business Combination, including:
•The public shareholders will experience immediate dilution as a consequence of the issuance of Better Home & Finance common stock as consideration in the Business Combination, the Pre-Closing Bridge Financing, and due to future potential issuances with respect to the Post-Closing Convertible Notes and pursuant to the 2023 Plan and the ESPP.
•Neither the Aurora board of directors nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.
•Since the Sponsor and Aurora’s directors and executive officers have interests that are different from, or in addition to (and which conflict with), the interests of Aurora’s shareholders, a conflict of interest existed in determining whether the Business Combination with Better is appropriate as an initial business combination.
•Since the Sponsor and the directors and officers of Aurora have a lower cost basis in their Aurora ordinary shares than Aurora’s unaffiliated public shareholders, you may recognize a loss on your investment, even where they earn a positive return on their investment.
•Future sales of stock could dilute Aurora’s equity, which may materially and adversely affect the market price of its common stock.
•Nasdaq may delist Aurora’s securities from trading on its exchange which could limit investors’ ability to make transactions in Aurora’s securities and subject Aurora to additional trading restrictions.
•Aurora has identified two material weaknesses in respect of its internal controls over financial reporting and restated its prior financial statements.
•The existence of multiple classes of common stock may materially and adversely impact the value and liquidity of Better Home & Finance Class A common stock.
•The Domestication may result in material and adverse tax consequences for holders of Aurora Class A ordinary shares and Aurora warrants.
•Because the combined company will become a public reporting company by means other than a traditional underwritten initial public offering, the combined company’s stockholders may face additional risks and uncertainties.
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SELECTED HISTORICAL FINANCIAL INFORMATION OF AURORA
The following table sets forth selected historical financial information derived from Aurora’s consolidated statement of operations for the three months ended March 31, 2023 and 2022 and the years ended December 31, 2022 and 2021 and consolidated balance sheet data as of March 31, 2023, December 31, 2022 and 2021 included elsewhere in this proxy statement/prospectus. The selected financial information as of and for the years ended December 31, 2022 and 2021 is derived from the audited historical statement of operations and audited balance sheet of Aurora included elsewhere in this proxy statement/prospectus. The selected financial information as of and for the three months ended March 31, 2023 and 2022 is derived from the unaudited condensed statements of operations and unaudited condensed balance sheet of Aurora included elsewhere in this proxy statement/prospectus.
Aurora’s historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the sections entitled “Aurora’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About Aurora” and the financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.
As of and for the Three Months Ended March 31As of and for the Year Ended December 31,

2023
(Unaudited)		2022
(Unaudited)		20222021
Statement of Operations Data Revenue
Formation and operating costs
$1,830,656 $1,091,289 $8,577,543 $8,120,280 
Loss from operations
$(1,830,656)$(1,091,289)$(8,577,543)$(8,120,280)
Change in fair value of warrants
$(261,227)$2,078,067 $12,868,205 $1,576,196 
Change in fair value of over-allotment option liability
$— $— $— $296,905