(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1
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NAMES OF REPORTING PERSON:
Unbound Holdco Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
¨
(b)
x
|
3
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SEC USE ONLY:
|
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER:
2,159,3751(1)(2)
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8
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SHARED VOTING POWER:
0
|
9
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SOLE DISPOSITIVE POWER:
2,159,375 (1)(2)
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10
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SHARED DISPOSITIVE POWER:
0
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,159,375(1)(2)
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.17%(3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
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(1) The reported shares include (i) 1,159,375 Class B ordinary
shares of Aurora Acquisition Corp. (the "Issuer") that are convertible for Class A ordinary shares of the Issuer as described
under the heading “Description of Securities” in the Issuer’s Registration Statement on Form S-1 (File No. 333-253106);
and (ii) 1,000,000 Class A ordinary shares of the Issuer underlying private placement units of the Issuer purchased by Unbound
Holdco Ltd (“Unbound”) pursuant to the Private Placement Units Purchase Agreement, dated as of March 3, 2021, by and
among the Issuer, Unbound, Shravin Mittal (together with Unbound, the “Reporting Persons”) and certain other parties.
(2) Excludes 1,393,343 Class A ordinary shares of the Issuer
which may be purchased by exercising warrants of the Issuer underlying private placement units of the Issuer that are not presently
exercisable.
(3) Based on 27,800,287 Class A ordinary shares of the Issuer
and 7,200,000 Class B ordinary shares of the Issuer outstanding.
1
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NAMES OF REPORTING PERSON:
Shravin Mittal
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
¨
(b)
x
|
3
|
SEC USE ONLY:
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
2,159,3751(1)(2)
|
8
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SHARED VOTING POWER:
0
|
9
|
SOLE DISPOSITIVE POWER:
2,159,375 (1)(2)
|
10
|
SHARED DISPOSITIVE POWER:
0
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,159,375(1)(2)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.17%(3)
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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(1) The reported shares include (i) 1,159,375 Class B ordinary
shares of Aurora Acquisition Corp. (the "Issuer") that are convertible for Class A ordinary shares of the Issuer as described
under the heading “Description of Securities” in the Issuer’s Registration Statement on Form S-1 (File No. 333-253106);
and (ii) 1,000,000 Class A ordinary shares of the Issuer underlying private placement units of the Issuer purchased by Unbound
Holdco Ltd (“Unbound”) pursuant to the Private Placement Units Purchase Agreement, dated as of March 3, 2021, by and
among the Issuer, Unbound, Shravin Mittal (together with Unbound, the “Reporting Persons”) and certain other parties.
(2) Excludes 1,393,343 Class A ordinary shares of the Issuer
which may be purchased by exercising warrants of the Issuer underlying private placement units of the Issuer that are not presently
exercisable.
(3) The securities are held directly by Unbound, and Shravin
Mittal has dispositive and voting control over those securities.
(4) Based on 27,800,287 Class A ordinary shares of the Issuer
and 7,200,000 Class B ordinary shares of the Issuer outstanding.
EXPLANATORY
NOTE
This
Schedule 13D relates to common stock, par value $0.0001 per share (the “Common Stock”), of Aurora Acquisition
Corp., a Cayman Islands exempted company (the “Issuer”).
Item 1.
Security and Issuer
This
statement on Schedule 13D (this “Schedule 13D”) relates to the Class A ordinary shares, par value $0.0001 per share
(the “Class A ordinary shares”), of Aurora Acquisition Corp., a Cayman Islands exempted company (the “Issuer”).
The principal executive offices of the Issuer are located at Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and additionally
the Sponsor (as defined below) has granted the Issuer office space at 20 North Audley Street, London, W1K 6LX, United Kingdom.
Item
2. Identity and Background
(a) This statement
is filed by (i) Unbound and (ii) Shravin Mittal, a member of the Issuer’s board of directors (the “Board”), (collectively,
the “Reporting Persons”).
(b) The mailing
address of the Reporting Persons is c/o Aurora Acquisition Corp., 20 North Audley Street, London
W1K 6LX, United Kingdom.
(c) Mr. Mittal serves
on the Board and as the founder of Unbound. The address for Unbound is Unit 18, Waterside, 44-48 Wharf Road, London N1 7UX, United
Kingdom.
(d) During the last
five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last
five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Unbound is a Jersey
limited company, and Mr. Mittal is a citizen of the United Kingdom.
Item
3. Source and Amount of Funds or Other Consideration
The information set forth in Item
4 hereof is hereby incorporated by reference into this Item 3, as applicable. The source of funds for acquiring the securities
described herein was the working capital of Unbound.
Item
4. Purpose of Transaction
Securities Subscription Agreement
On December 9, 2020, the
Issuer’s sponsor, Novator Capital Sponsor Ltd. (“the “Sponsor”) subscribed for and purchased
5,750,000 founder shares (or Class B ordinary shares) of the Issuer for a capital contribution of $25,000, or
approximately $0.004 per share. During February 2021, the Issuer effectuated a share dividend of 1,006,250 Class B
ordinary shares of the Issuer and subsequently cancelled 131,250 Class B ordinary shares of the Issuer resulting in an
aggregate of 6,625,000 founder shares of the Issuer being issued and outstanding and held by the Sponsor. As of the date of
this filing, the total founder shares of the Issuer outstanding equal 7,200,000 Class B ordinary shares of the Issuer,
as a result of the exercise of the underwriter’s over-allotment option, as described in the Issuer’s Current
Report on Form 8-K filed on March 12, 2021. On February 26, 2021, prior to the closing of the Issuer’s initial public
offering, the Sponsor transferred 1,159,375 Class B ordinary shares to Unbound pursuant to an Initial Founder’s Shares
Transfer Agreement.
The founder shares of the Issuer will automatically
convert into Class A ordinary shares of the Issuer on the day of the closing of an initial business combination by the Issuer,
or earlier at the option of the holders thereof, at a ratio such that the number of Class A ordinary shares of the Issuer
issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of ordinary shares of the Issuer issued and outstanding upon completion of the Issuer’s initial public offering
and the private placements effected in conjunction with the initial public offering, plus (ii) the total number of Class A
ordinary shares of the Issuer issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or
rights issued or deemed issued, by the Issuer in connection with or in relation to the consummation of the initial business combination
of the Issuer, excluding any Class A ordinary shares of the Issuer or equity-linked securities exercisable for or convertible
into Class A ordinary shares of the Issuer issued, deemed issued, or to be issued, to any seller in the initial business combination
of the Issuer and any private placement warrants issued to the Sponsor, members of the Issuer’s management team or any of
the Issuer’s affiliates upon conversion of working capital loans. In no event will the Class B ordinary shares of the
Issuer convert into Class A ordinary shares of the Issuer at a rate of less than one to one.
The foregoing descriptions of the Securities
Subscription Agreement and the Initial Founder’s Shares Transfer Agreement are qualified in their entirety by reference to
the Securities Subscription Agreement and the Initial Founder’s Shares Transfer Agreement, which are attached hereto as Exhibits
1 and 2 respectively and are incorporated by reference into this Item 4.
Private Placement Units Purchase Agreement
On March 8, 2021, simultaneously with the
closing of the Issuer’s initial public offering and pursuant to the terms of a Private Placement Units Purchase Agreement,
dated March 3, 2021, by and among the Issuer, the Reporting Persons and certain other parties (the “Private Placement Units
Agreement”), the Issuer consummated the sale of 1,000,000 private placement units (the “Novator Private Placement Units”)
at a price of $10.00 per Novator Private Placement Unit to Unbound. Other than certain limited exceptions provided in the Letter
Agreement (as defined below), the Novator Private Placement Units have terms and provisions that are identical to those of the
units sold in the Issuer’s initial public offering.
The foregoing description of the Private
Placement Units Purchase Agreement is qualified in its entirety by reference to the Private Placement Units Purchase Agreement
which is attached hereto as Exhibit 3 and incorporated by reference into this Item 4.
Letter Agreement
Under a Letter Agreement, dated March 3,
2021(the “Letter Agreement”), among the Company, the Reporting Persons, and certain other parties, the Reporting Persons
agreed to vote any Class A ordinary shares held by them in favor of the Issuer’s initial business combination; to facilitate
the liquidation and winding up of the Issuer if an initial business combination is not consummated within 24 months of the date
hereof; and to certain transfer restrictions with respect to the Issuer’s securities.
Pursuant
to the to the Letter Agreement, the Reporting Persons also have agreed not to transfer, assign or sell any of their founder shares
of the Issuer (and any Class A ordinary shares issuable upon conversion thereof) or any of the Class A ordinary shares underlying
their Novator Private Placement Units until the earlier to occur of: (i) one year after the completion of the Issuer’s
initial business combination and (ii) the date following the completion of the Issuer’s initial business combination
on which the Issuer completes a liquidation, merger, share exchange or other similar transaction that results in all of the Issuer’s
shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing,
if the closing price of the Issuer’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Issuer’s initial business combination, the founder shares of the Issuer
(and any Class A ordinary shares issuable upon conversion thereof) or any of the Class A ordinary shares underlying the Novator
Private Placement Units will be released from the preceding lockup restrictions.
Pursuant to the Letter Agreement, the Reporting
Persons also have agreed not to transfer, assign or sell any of their warrants (or the Class A ordinary shares issued or issuable
upon the exercise thereof), which warrants include both those underlying the Novator Private Placement Units as well as those acquired
pursuant to a separate private placement, until the earlier to occur of (i) one year after the completion of the Issuer’s
initial business combination and (ii) the date following the completion of the Issuer’s initial business combination on which
the Issuer completes a liquidation, merger, share exchange or other similar transaction that results in all of the Issuer’s
shareholders having the right to exchange their ordinary shares for cash, securities or other property.
The foregoing description of the Letter
Agreement is qualified in its entirety by reference to the Letter Agreement which is attached hereto as Exhibit 4 and incorporated
by reference into this Item 4.
Registration Rights Agreement
On March 3, 2021, the Issuer and the
Reporting Persons, among others, entered into a registration rights agreement (the “Registration Rights Agreement”).
Under the Registration Rights Agreement, the Issuer granted customary demand and piggy-back registration rights for the Reporting
Persons and others.
The foregoing description of the Registration
Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement which is attached hereto as Exhibit
4 and incorporated by reference into this Item 4.
Plans or Proposals
The Reporting Persons do not have any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or
following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a
continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and
investment strategy, the price levels of the Class A ordinary shares, conditions in the securities markets and general
economic and industry conditions, the Reporting Persons may in the future take such actions with respect to his investment in
the Issuer as he deems appropriate including, without limitation, engaging in communications with management and the Board,
engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons
investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses,
making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board
structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of
its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing
additional shares and/or warrants, selling some or all of its ordinary shares and/or warrants, engaging in short selling of
or any hedging or similar transaction with respect to the ordinary shares, including swaps and other derivative instruments,
or changing its intention with respect to any and all matters referred to in Item 4.
Item
5. Interest in Securities of the Issuer
(a) and (b) The information contained on
the cover pages to this Schedule 13D is incorporated herein by reference.
(c)
Except for the transactions described in Item 4 of this Schedule 13D, the Reporting Persons have not engaged in any transaction
during the past 60 days involving ordinary shares of the Issuer.
(d)
None.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer
The information set forth in
Items 4 and 5 hereof is hereby incorporated by reference into this Item 6, as applicable.
Item
7. Material to be Filed as Exhibit
Exhibit No.
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Description
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1
|
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Securities Subscription Agreement, dated December 9, 2020 between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed by the Issuer on February 26, 2021 (File No. 333-2353106)).
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2*
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Initial Founder’s Shares Transfer Agreement dated February 26, 2021 between the Issuer, the Sponsor and Unbound.
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3
|
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Private Placement Units Purchase Agreement, dated March 3, 2021, by and between the Issuer, the Sponsor, the Reporting Persons, and certain other executive officers and directors of the Issuer (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by the Issuer on March 9, 2021)
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4
|
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Letter Agreement, dated March 3, 2021, by and among the Issuer, the Reporting Persons, the Sponsor and certain other executive officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on March 9, 2021)
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5
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Registration Rights Agreement, dated March 3, 2021, by and among the Issuer, the Reporting Persons, the Sponsor and certain other executive officers and directors of the Issuer (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on March 9, 2021)
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11*
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Joint Filing Agreement by and among the Reporting Persons.
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* Filed herewith.
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 18, 2021
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Name:
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Pericles Spyrou
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Title:
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Director
|
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/s/ Shravin MIttal
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Shravin Mittal
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