Form 425 - Prospectuses and communications, business combinations
August 03 2023 - 5:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 3, 2023
AURORA
ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Cayman
Islands |
001-40143 |
98-1628701 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
20
North Audley Street |
|
London
W1K 6LX |
|
United
Kingdom |
|
(Address of principal
executive offices) |
(Zip Code) |
+44
(0)20 3931 9785
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
x | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
Units,
each consisting of one share of Class A ordinary share and one-quarter of one redeemable warrant |
|
AURCU |
|
The
Nasdaq Stock Market LLC |
Class
A ordinary share, par value $0.0001 per share |
|
AURC |
|
The
Nasdaq Stock Market LLC |
Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AURCW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
As previously disclosed, in the second quarter
of 2022, Aurora Acquisition Corp., a Cayman Islands exempted company (“Aurora”), received a voluntary request for documents
from the Division of Enforcement of the U.S. Securities and Exchange Commission (the “SEC”) indicating that it was conducting
an investigation relating to Aurora and Better HoldCo, Inc. (“Better”) to determine if violations of the federal securities
laws had occurred.
On August 3, 2023, SEC staff informed Aurora
and Better that they have concluded the investigation and that they do not intend to recommend an enforcement action against Aurora or
Better. This notice from the SEC staff was provided under the guidelines set forth in the final paragraph of Securities Act Release No. 5310.
Important Information for Investors and Shareholders
This communication relates to the business combination between Better
and Aurora (the “Business Combination”). This communication does not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale
or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Aurora has filed
with the SEC a registration statement on Form S-4, which has been declared effective by the SEC, and a definitive proxy statement/prospectus
has been sent to all Aurora shareholders. Aurora also will file other documents regarding the Business Combination with the SEC. Before
making any voting decision, investors and security holders of Aurora are urged to read the registration statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available
because they will contain important information about the proposed transaction. Neither the SEC nor any securities commission or any other
U.S. or non-U.S. jurisdiction has approved or disapproved of the Business Combination or information included herein.
Investors and security holders will be able to obtain free copies of
the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by
Aurora through the website maintained by the SEC at www.sec.gov. The documents filed by Aurora with the SEC also may be obtained free
of charge at Aurora’s website at https://aurora-acquisition.com/ or upon written request to Aurora Acquisition Corp., 20 North Audley
Street, London W1K 6LX, United Kingdom, Attention: Arnaud Massenet, Chief Executive Officer, +44 (0)20 3931 9785.
Participants in the Solicitation
Aurora and its directors and executive officers may be deemed participants
in the solicitation of proxies from Aurora’s shareholders with respect to the Business Combination. A list of the names of those
directors and executive officers and a description of their interests in Aurora is contained in Aurora’s registration statement
on Form S-4, which was initially filed with the SEC on August 3, 2021, Aurora’s Annual Report on Form 10-K filed with the SEC on
March 25, 2022, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports the Company file with the SEC,
including the Extension Proxy Statement, each of which is available free of charge at the SEC’s web site at sec.gov, or by directing
a request to Aurora Acquisition Corp., 20 North Audley Street, London W1K 6LX, United Kingdom, Attention: Arnaud Massenet, Chief Executive
Officer, +44 (0)20 3931 9785. Better and its directors and executive officers may also be deemed to be participants in the solicitation
of proxies from the shareholders of Aurora in connection with the Business combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business combination is contained in the registration statement.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on
Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Aurora Acquisition Corp. |
|
|
|
|
By: |
/s/Arnaud Massenet |
|
Name: |
Arnaud Massenet |
|
Title: |
Chief Executive Officer |
|
|
|
|
August 3, 2023 |
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