Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2023

BETTER HOME & FINANCE HOLDING COMPANY

(Exact name of registrant as specified in its charter)


Delaware	001-40143	93-3029990
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3 World Trade Center

175 Greenwich Street, 57th Floor

New York, NY 10007

(Address of principal executive offices, including zip code)

(415) 523-8837

Registrant’s telephone number, including area code

Aurora Acquisition Corp.

20 North Audley Street

London W1K 6LX

United Kingdom

(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 to the registrant under any of the following provisions:

☐ 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

Class A common stock, par value $0.0001 per share

BETR

The Nasdaq Stock Market LLC

Warrants exercisable for one share of Class A common stock at an exercise price of $11.50

BETRW

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On August 22, 2023 (the “Closing Date”), Aurora Acquisition Corp., prior to the Domestication described below, a Cayman Islands exempted company with limited liability, company number 366813 (prior to the Business Combination described below, “Aurora” and, after the Business Combination, “Better Home & Finance Holding Company,” “Better Home & Finance” or the “Company”), consummated the previously announced business combination pursuant to the terms of the Agreement and Plan of Merger, 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 (the “Merger Agreement”) by and among Aurora, Better Holdco, Inc., a Delaware corporation (“Better”) and Aurora Merger Sub I, Inc. a Delaware corporation and wholly owned subsidiary of Aurora (“Merger Sub”). On August 21, 2023, as contemplated by the Merger Agreement, Aurora filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Aurora was transferred by way of continuation from the Cayman Islands and domesticated as a Delaware corporation, changing its name to “Better Home & Finance Holding Company” (the “Domestication”). Following the Domestication, on August 22, 2023, as contemplated by the Merger Agreement, Merger Sub merged with and into Better, with Better surviving the merger (the “First Merger”) and Better merged with and into Better Home & Finance, with Better Home & Finance surviving the merger (the “Second Merger,” and together with the First Merger and the Domestication, the “Business Combination”). In connection with the Business Combination, Aurora changed its name to “Better Home & Finance Holding Company.”

Amendment No. 2 to SoftBank Subscription Agreement

On August 21, 2023, Aurora, Better and SB Northstar LP, a Cayman Islands exempted limited partnership (“SoftBank”) entered into an Amendment No. 2 to the Subscription Agreement, dated as of May 10, 2021, as amended by Amendment No. 1, dated as of November 30, 2021 (“Amendment No. 2”). Amendment No. 2 revised the terms of the subscription agreement such that SoftBank’s commitment to purchase $650,000,000 in convertible promissory notes following the Business Combination would be reduced by the amount of cash received by Better Home & Finance from the trust account of Aurora at closing and any amount of the $100,000,000 commitment by Novator Capital Sponsor Ltd., a Cyprus limited liability company (the “Sponsor”) to purchase convertible promissory notes following the Business Combination (the “Sponsor Note Commitment”) that the Sponsor elected not to fund. As the Sponsor elected not to fund any of the Sponsor Note Commitment, SoftBank’s maximum commitment was reduced to $550,000,000 accordingly. The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by the text of Amendment No. 2, attached as Exhibit 10.1 and incorporated by reference herein.

Convertible Notes Indenture

On August 22, 2023, the Company issued and sold to SoftBank senior subordinated convertible notes in the aggregate principal amount of $528,585,444 (the “Convertible Notes”) pursuant to an Indenture, dated as of August 22, 2023 (the “Indenture”), between the Company and GLAS Trust Company LLC, as trustee. The Convertible Notes bear 1% interest per annum and mature on August 15, 2028, unless earlier converted or redeemed.

The Convertible Notes are convertible, at the option of SoftBank, into shares of the Company’s Class A common stock, with an initial conversion rate per $1,000 principal amount of Convertible Notes equal to (a) $1,000 divided by (b) a dollar amount equal to 115% of the First Anniversary VWAP (as defined in the Indenture), subject to adjustments as described therein. The Indenture provides that the First Anniversary VWAP may be no less than $8.00 and no greater than $12.00, subject to adjustments as described therein. The Convertible Notes may be redeemed at the option of the Company at a redemption price of 115% of par plus accrued interest in cash, at any time on or before the 30th trading day prior to the maturity date of the Convertible Notes if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during the 30 trading day period ending on, and including, the trading day immediately preceding the date of notice of optional redemption.

The Convertible Notes permit the Company to designate up to $150 million of indebtedness that is senior to the Convertible Notes that would benefit from the subordination provisions set forth in the Indenture. In addition, the Indenture requires that if a domestic subsidiary of the Company guarantees other senior indebtedness of the Company, such subsidiary would also be required to guarantee the notes, subject to certain exceptions for non-profit subsidiaries and regulated mortgage origination subsidiaries.

The Convertible Notes were issued by the Company in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act.

The foregoing description of the Indenture and the Convertible Notes does not purport to be complete and is qualified in its entirety by the text of the Indenture. The Company intends to file the Indenture with a Current Report on Form 8-K with the U.S. Securities and Exchange Commission as soon as practicable and in any event no later than 4 business days after the Closing Date.

Item 2.03 Entry into a Material Definitive Agreement.

The information set forth in Item 1.01 of this Current Report on Form 8-K (this “Report”) under the heading “Post-Closing Convertible Notes Indenture” is incorporated herein by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure

On August 23, 2023, the Company issued a press release announcing the consummation of the Business Combination. A copy of the press release is furnished herewith as Exhibit 99.1.

The Aurora units, Aurora Class A ordinary shares and Aurora warrants were, as of close of market on August 23, 2023, listed on The Nasdaq Capital Market under the symbols “AURCU,” “AURC” and “AURCW,” respectively. In connection with the closing of the Business Combination, Aurora and Better applied for listing of Better Home & Finance Class A common stock and Better Home & Finance Warrants on The Nasdaq Global Market and The Nasdaq Capital Market, respectively, under the proposed symbols “BETR” and “BETRW.” On August 22, 2023, the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) approved this application. Accordingly, following the close of trading on August 23, 2023, Aurora’s Class A ordinary shares, units and warrants ceased trading and, on August 24, 2023, Better Home & Finance Class A common stock and Better Home & Finance Warrants are expected to commence trading on The Nasdaq Global Market and The Nasdaq Capital Market, respectively.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events

The information set forth in Item 1.01 of this Report is incorporated by reference herein.

Aurora’s units automatically separated into their component securities upon consummation of the Business Combination. In connection with the consummation of Business Combination, on August 23, 2023, Aurora requested that Nasdaq delist Aurora’s public units and Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting Aurora’s units from Nasdaq and deregistering the units under Section 12(b) of the Exchange Act.

Forward Looking Statements

This Report and the information and documents incorporated by reference herein include “forward-looking statements” within the meaning of federal securities laws. These statements include, without limitation, statements regarding the financial position, business strategy, the plans and objectives of management for future operations, the ability to recognize the anticipated benefits of the Business Combination and related transactions and the Company’s ability to maintain the listing of its securities on Nasdaq following the Business Combination. These statements

constitute projections, forecasts and forward-looking statements, and 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 Report, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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 section titled “Risk Factors” in the Registration Statement on Form S-4 filed with the SEC relating to the Business Combination, including the definitive proxy statement/prospectus relating to the Business Combination. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Report.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits


						EXHIBIT INDEX
Exhibit No.						Description
10.1						Amendment No. 2 to Subscription Agreement, dated August 21, 2023, by and between Aurora Acquisition Corp., Better Holdco, Inc. and SB Northstar LP.
99.1						Press Release, dated August 23, 2023.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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 hereunto duly authorized.


Date: August 23, 2023

Better Home & Finance Holding Company

By:			/s/ Kevin Ryan
Name:			Kevin Ryan
Title:			Chief Financial Officer

Exhibit 10.1

Execution Version

AMENDMENT NO. 2

TO THE SUBSCRIPTION AGREEMENT

This AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into as of August 21, 2023, by and among Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including after the Domestication, the “Issuer”), SB Northstar LP, a Cayman Islands exempted limited partnership (“Subscriber” or “you”), and Better HoldCo, Inc., a Delaware corporation (the “Company”), and amends that certain Subscription Agreement, dated as of May 10, 2021, by and among the Issuer and Subscriber (as so amended by Amendment No. 1, dated as of November 30, 2021, and as further amended, modified, supplemented or waived from time to time in accordance with its terms, the “Subscription Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Subscription Agreement.

WHEREAS, the Issuer, Aurora Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, and Better Holdco, Inc., a Delaware corporation (together with its successors, the “Company”), entered into that certain Agreement and Plan of Merger, dated as of May 10, 2021, as amended on each of October 27, 2021, November 9, 2021, November 30, 2021, August 26, 2022, February 24, 2023 and June 23, 2023 (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Merger Agreement”);

WHEREAS, in connection with the transactions contemplated by the Merger Agreement (the “Transactions”), the Issuer and Subscriber entered into the Subscription Agreement;

WHEREAS, on November 30, 2021, the parties hereto entered into Amendment No. 1 to the Subscription Agreement to provide for a new Total Note Commitment (as defined therein) of $750,000,000, which amount would, at the Company’s option, be funded to acquire Convertible Notes (as defined therein);

WHEREAS, the parties hereto are entering into this Amendment to reduce the Total Note Commitment to the extent that Novator Capital Sponsor Ltd., a Cyprus limited liability company (“Sponsor”), does not fund all or a portion of the Total Sponsor Note Commitment (as defined in that certain Subscription Agreement, dated May 10, 2021 and further amended on November 30, 2021 and August 26, 2022 (the “Sponsor Subscription Agreement”), by and among the Issuer and Sponsor);

WHEREAS, in accordance with Section 6.4 of the Subscription Agreement, the parties hereto may amend the Subscription Agreement by written agreement in the form of this Amendment; and

WHEREAS, in accordance with Section 7.10(a) of the Merger Agreement, the Company has approved this Amendment, and each of the foregoing agreements and amendments.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.

2.Amendments. The parties hereto acknowledge and agree that:

(i)Section 1.1 (Subscription—Total Subscription Commitment) of the Subscription Agreement is hereby amended and restated as follows:

Subscriber irrevocably agrees to subscribe for and purchase a number of shares of Class A common stock and Class C common stock with an aggregate value at the Per Share Price equal to $750,000,000 (the “Total Subscription Commitment,” allocated between A Shares and C Shares pursuant to Section 1.2 below), minus (i) such number of shares of Class A common stock, if any, acquired by Other Subscribers at the Per Share Price pursuant to the Other Subscription Agreements as contemplated herein (the aggregate value of such subscriptions by Other Subscribers at the Per Share Price, the “Other Subscribers Purchase Amount”), (ii) the aggregate value at the Per Share Price of the shares of Class A common stock acquired by Sponsor pursuant to the Sponsor Subscription Agreement immediately prior to the subscription contemplated by this Agreement on the Closing Date (the “Sponsor Purchase Amount”) and (iii) the aggregate principal amount of any bridge notes funded by the purchasers under that certain Bridge Note Purchase Agreement, dated as of November 30, 2021, by and among the Company, the Issuer, and the other purchasers party thereto (the “Bridge Financing Agreement” and such aggregate principal amount, the “Bridge Financing Amount”), including (x) that certain Bridge Promissory Note issued by the Company to the Subscriber on December 2, 2021 in the principal amount of $650,000,000 and (y) that certain Bridge Promissory Note issued by the Company to Sponsor on December 2, 2021 in the principal amount of $100,000,000 (the amount of the Total Subscription Commitment, reduced by the Other Subscribers Purchase Amount, the Sponsor Purchase Amount and the Bridge Financing Amount, being the “Subscribed Amount”). In clarification of the foregoing, in the event of any default in performance or failure by (A) any Other Subscriber to fund prior to Closing in accordance with the terms of its Other Subscription Agreement and purchase at the Closing any portion of the Other Subscribers Purchase Amount pursuant to any Other Subscription Agreement or (B) Sponsor to fund prior to Closing in accordance with the terms of the Sponsor Subscription Agreement and purchase at the Closing any portion of the Sponsor Purchase Amount pursuant to the Sponsor Subscription Agreement (the aggregate of (A) and (B), the “Defaulted Commitment Amount”, and together with the Subscribed Amount, the “Aggregate Purchase Amount”), in each case at the Closing, Subscriber shall, in addition to the Subscribed Amount, purchase a number of shares of common stock with an aggregate value at the Per Share Price equal to the Defaulted Commitment Amount. For the avoidance of doubt, in no event shall Subscriber be obligated to purchase shares of common stock valued at the Per Share Price in excess of the Total Subscription Commitment.

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(ii)Section 1.4 (Additional Note Commitment) of the Subscription Agreement is hereby amended and restated as follows:

1.4. Additional Note Commitment.

(a) In addition, Subscriber irrevocably agrees to purchase $750,000,000 (the “Total Note Commitment”) aggregate principal amount of convertible promissory notes of the Issuer, convertible into shares of Class A common stock on such terms as set forth on Exhibit A hereto and any other terms mutually agreed by the Issuer, the Company and Subscriber, all acting in good faith (the “Convertible Notes”), minus (i) such amount of the aggregate principal amount of such Convertible Notes, if any, acquired by Sponsor pursuant to the Sponsor Subscription Agreement (the “Sponsor Note Purchase Amount”) and (ii) such amount of cash received by the Issuer at the Closing from its Trust Account (as defined below) (other than amounts attributable to investments in the Issuer made by Subscriber, Sponsor or other parties as contemplated by the Subscription Agreement or the Sponsor Subscription Agreement) (the “Trust Cash Amount”) (the Total Note Commitment, less the Sponsor Note Purchase Amount and Trust Cash Amount, being the “Note Subscribed Amount”); provided, however, that in the event that Sponsor does not fund all or a portion of the Total Sponsor Note Commitment (as defined in the Sponsor Subscription Agreement), then the Total Note Commitment (i) shall be reduced on a dollar-for-dollar basis by the amount of the Total Sponsor Note Commitment that is not funded by Sponsor and (ii) Subscriber shall be under no obligation to fund any shortfall in the Sponsor Note Purchase Amount, such that, for example, if Sponsor elects not to fund any of the Total Sponsor Note Commitment, then the Total Note Commitment shall be reduced to $550,000,000.

(b) The closing for the Convertible Notes shall occur on a date (the “Closing Date”) that is no later than forty-five (45) days following the date of the closing of the Transactions. The Company shall send the Subscriber and Sponsor a notice at least five (5) Business Days prior to the proposed Closing Date specifying the amount of funding the Company intends to draw down on the Closing Date and the corresponding amount of Convertible Notes to be issued on such Closing Date. Subject to certain limitations, the Company shall have the option in its sole discretion not to draw down the entire funding on the Closing Date. There shall be no conditions to closing for any draw on the Closing Date other than those specified under the heading “Conditions Precedent” in Exhibit A hereto. For the avoidance of doubt, under no circumstance shall the Company be obligated to draw down on the Total Note Commitment or the Total Sponsor Note Commitment (as such term is defined in the Sponsor Subscription Agreement).

(c) For the avoidance of doubt, in no event shall Subscriber be obligated to purchase an aggregate principal amount of Convertible Notes in excess of the Total Note Commitment. The Subscriber, Issuer and the Company shall prepare, negotiate and execute definitive documentation reflecting the terms of the Convertible Notes within ten (10) days following the date of the of this

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Amendment, unless otherwise agreed by the parties. For the avoidance of doubt, if the parties are unable to agree on any additional terms of the Convertible Notes, the Convertible Notes shall have the terms set forth on Exhibit A hereto, and it shall not be a condition to issuance of the Convertible Notes that any further terms be agreed.

(iii)Exhibit A attached to the Subscription Agreement is hereby amended and restated to read as Exhibit A attached hereto.

3.No Other Amendments to the Subscription Agreement. The parties hereto acknowledge and agree that, on and after the date hereof, each reference in the Subscription Agreement to “this Agreement”, “herein”, “hereof”, “hereunder” or words of similar import shall mean and be a reference to the Subscription Agreement as amended hereby. Except as otherwise expressly provided herein, all of the terms and conditions of the Subscription Agreement remain unchanged and continue in full force and effect.

4.Miscellaneous. The provisions of Sections 6.2 – 6.17 (inclusive) of the Subscription Agreement are incorporated into, and shall apply to, this Amendment, mutatis mutandis.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, this Amendment has been executed on behalf of each of the parties hereto as of the date first above written.


COMPANY:


BETTER HOLDCO, INC.


By:			/s/Kevin Ryan
Name:			Kevin Ryan
Title:			Chief Financial Officer and President

[Signature Page to Amendment No. 2 to the Subscription Agreement]

IN WITNESS WHEREOF, this Amendment has been executed on behalf of each of the parties hereto as of the date first above written.


ISSUER:


AURORA ACQUISITION CORP.


By:			/s/ Arnaud Massenet
Name:			Arnaud Massenet
Title:			Chief Executive Officer

[Signature Page to Amendment No. 2 to the Subscription Agreement]


SUBSCRIBER:


SB NORTHSTAR LP


By:			/s/ Stephen Lam
Name:			Stephen Lam
Title:			Authorized Signatory

[Signature Page to Amendment No. 2 to the Subscription Agreement]

Exhibit A

Convertible Notes Term Sheet

See attached.

Better HoldCo., Inc.

SENIOR SUBORDINATED UNSECURED CONVERTIBLE PROMISSORY NOTES

TERM SHEET

Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the that certain Agreement and Plan of Merger, dated as of May 10, 2021, as amended by the first, second, third, fourth, fifth and sixth amendments thereto, dated as of October 27, 2021, November 9, 2021, November 29, 2021, August 26, 2022, February 24, 2023 and June 23, 2023, respectively (as may be further amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Better HoldCo, Inc., a Delaware corporation (the “Company”), Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), and Aurora Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of Acquiror (“Merger Sub”). For purposes of this term sheet, SB Northstar LP is referred to as the “Investor”.


Issuer:			The Acquiror

Title of Securities:			1.0% senior subordinated unsecured convertible promissory note, due 2028 (the “Notes”)

Aggregate Principal Amount:			$750,000,000 (the “Total Note Commitment”), subject to a dollar-for-dollar reduction for any (i) principal amounts of convertible promissory notes acquired by Sponsor pursuant to the Sponsor Note Purchase Agreement (the “Sponsor Note Purchase Amount”) and (ii) proceeds from Acquiror’s trust that are released to the Company at the closing of the Transactions. In the event that Sponsor does not fund all or a portion of the Total Sponsor Note Commitment (as defined in the Sponsor Subscription Agreement), then the Total Note Commitment (i) shall be reduced on a dollar-for-dollar basis by the amount of the Total Sponsor Note Commitment that is not funded by Sponsor and (ii) Subscriber shall be under no obligation to fund any shortfall in the Sponsor Note Purchase Amount, such that, for example, if Sponsor elects not to fund any of the Total Sponsor Note Commitment, then the Total Note Commitment shall be reduced to $550,000,000.

Funding			The Notes will be funded by the Investor at the Closing as set forth under the heading “Closing”

Subordination			The Notes are subordinated in right of payment (pursuant to subordination provisions and the intercreditor agreement referred to below) to the prior payment in full of all amounts under senior or secured obligations of the Company or its subsidiaries not to exceed $150 million at any time outstanding, including the Company’s Second Amended and Restated Loan and Security Agreement, as amended by the Waiver and Amendment No. 1 thereto, dated as of February 21, 2023, by and among the Company, certain of its subsidiaries, Clear Spring Life and Annuity Company, and the lenders party thereto from time to time (the “Guggenheim Senior Facilities”).

Guarantors			Substantially all of the existing and futures subsidiaries of the Company (other than regulated mortgage and insurance subsidiaries) that guarantee the Guggenheim Senior Facilities or other senior or secured obligations of the Company or its


			subsidiaries to which the Notes are subordinated.

Interest Rate			The Notes will bear interest on a 30/360 day count basis, payable semiannually on a PIK basis (or at the Company’s option, in cash), at an interest rate of 1.0% per annum.

Closing			Closing will occur on a date that is within 45 days of the closing of the Transactions (the “Closing Date”). There shall only be one (1) Closing Date. Subject to certain limitations, the Company shall have the option not to draw down the entire funding on the Closing Date. The only conditions precedent to closing on the Closing Date shall be as set forth under the heading “Conditions Precedent” below. In no circumstance shall the Company be obligated to draw down on the commitments.

Notice			The Company shall send the Investor a notice at least 5 Business Days prior to the Closing Date of the amount of funding the Company intends to drawn down and the amount of Notes to be issued on the Closing Date.

Maturity Date			All principal and accrued but unpaid interest on each of the Notes will become due and payable 5 years from the date of issuance.

Optional Prepayment			The Notes may not be voluntarily prepaid. Notwithstanding the foregoing, the Notes may be redeemed at the option of the Company (the “Early Redemption”), at a redemption price of 115% of par plus accrued interest in cash, at any time if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, whether or not consecutive, during any 30 consecutive trading day period (including on the last trading day of such period) ending on, and including, the trading day immediately preceding the date of notice of optional redemption. The Notes are entitled to conversion following a notice of redemption, with a customary make-whole adjustment calculated in accordance with a customary public company-style grid.

Mandatory Prepayment			If the Company undergoes a “fundamental change” (defined using the SoFi convertible notes as a precedent), then the Company shall redeem the Notes at a repurchase price of 100% of principal amount plus accrued and unpaid interest. For the avoidance of doubt, all mandatory prepayment requirements applicable to the Notes will be subordinated to obligations under the Company’s senior and/or secured debt or warehouse facilities from time to time (including, the Guggenheim Senior Facilities), subject to and in accordance with the terms set forth under “Subordination and Intercreditor Provisions” below.

Conversion			The Investor shall, at any time on or after the first anniversary of the closing of the Transactions, have the option to cause a full or partial conversion of the principal amount of the Notes and accrued but unpaid interest to be converted into shares of the Company’s publicly-traded common stock. Upon conversion,


			each $1,000 of principal and applicable accrued and unpaid interest through the date of conversion shall entitle the holder of the Note to receive a number of shares equal to (a) $1,000 divided by (b) subject to the following sentence, a dollar amount equal to a 115% of the average Daily VWAP over the 20 VWAP Trading Days immediately prior to the first anniversary of the closing of the Transactions (such amount in (b), the “Conversion Price”). If the average Daily VWAP referred to above is less than $8, for purposes of the calculations above the VWAP shall be $8.00 and if the average Daily VWAP is greater than $12.00, for purposes of the calculation above the VWAP shall be $12.00. For purposes of this provision, “Daily VWAP” shall mean for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “BETR <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Company). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session. “VWAP Trading Day” shall a day on which (A) there is no VWAP Market Disruption Event (to be customarily defined); and (B) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day. The Conversion Rate shall be adjusted pursuant to customary anti- dilution adjustments (with reference to the Documentation Principles) to be agreed by the parties, including, subject to certain customary exceptions, upon the declaration of stock dividends, splits and combinations; the issuance of certain rights, options and warrants; the occurrence of certain spin-offs and distributed property; payment of cash dividends or distributions, tender offers or exchange offers. The Notes are not convertible at the Company’s option. The Company shall have the option to settle conversion in either cash, stock or a mixture of cash and stock in its sole discretion. The Notes will also be convertible upon customary events, such as a fundamental change or common stock change, in accordance with the Documentation Principles. In the event the Notes become convertible prior to the first anniversary of the closing of the


			Transactions, the Conversion Price will be deemed to be $11.50 (subject to any applicable adjustment). Conversions of the Notes will be subject to a customary make-whole adjustment in the event of customary make-whole fundamental change events, in accordance with the Documentation Principles.

Additional Financing			The Company shall have the right to obtain other sources of funding, whether via public market financing or otherwise (the “Additional Financing Arrangement”), and such Additional Financing Arrangement shall not, unless otherwise agreed, reduce the Investor’s total commitment amount for the Notes, which commitment amount shall remain available for the Company to draw upon throughout the funding term specified in the definitive documentation for the purchase of the Notes.

Covenants			Customary covenants limited to continuation of Exchange Act reporting post-Transaction Closing, maintenance of corporate existence, limitation on mergers/consolidations/sale of all or substantially all assets, and similar matters, in accordance with the Documentation Principles.

Conditions Precedent			Limited to delivery of the Notes to the Investor, against payment therefor, no defaults, confirmation of corporate authority, no third- party consents and no violations of organizational documents, material contracts or applicable law. Notwithstanding anything to the contrary herein, subject to (1) closing of the Transactions, (2) compliance with the terms of Section 1.4(b) of the Subscription Agreement and (3) Section 1.5 of the Subscription Agreement, there shall be no conditions precedent to drawdown on the Closing Date other than those set forth in the immediately preceding sentence.

Events of Default			Payment related defaults, failure to comply with obligations in connection with conversion or redemptions, failure to comply with merger/consolidation/sale of all or substantially all assets limitations, failure to comply with other obligations under the indenture subject to a grace period, cross default at a level equal to $100,000,000 and certain bankruptcy related events, consistent with the definitions in accordance with the Documentation Principles.

Subordination and Intercreditor Provisions			At the request of the Company, the Investor (in its capacity as the holder of the Notes) shall enter into a customary New York law governed subordination agreement on terms customary for deeply subordinated junior indebtedness and the Investor (in its capacity as the holder of the Notes) shall negotiate in good faith such agreement with the applicable senior lenders from time to time, including the following provisions: •the Notes shall be subordinated in right of payment to senior debt on customary terms, including that any payments on the Notes are subject to the absence of a default;


			•any enforcement actions in respect of the Notes shall be subject to a 270-day standstill; and •such other provisions as the applicable senior lenders may reasonably request.

Transfers and Assignments			The holder of the Notes shall have the right to transfer all or a part of the Notes as follows: (i) to any affiliate of such holder, without the Company’s consent, (ii) without the Company’s consent, to any non- affiliate transferees who (A) individually do not, and following such transfer will not, own more than 20% of the total principal amount of Notes then-outstanding and (B) agree in writing to refrain from certain trading activities during, or with respect to, the valuation period for establishing the Conversion Price for the Notes (in a form to be agreed by the parties and included in the Notes), (iii) with the Company’s consent (such consent not to be unreasonably withheld or delayed), and (iv) without the Company’s consent, to the extent a payment Event of Default is continuing; provided that any such transfer is done in compliance with a valid exemption under the Securities Act of 1933, as amended, and all other applicable federal state and other securities laws. Under no circumstances will the Company be required to make the Notes eligible for trading through the facilities of The Depository Trust Company.

Documentation Principles			Except as specifically set forth in this term sheet, the Notes shall have terms set out in the SoFi Technologies, Inc. 0.00% convertible senior notes due 2026.

Registration Rights			The Investor shall have demand and shelf registration rights with respect to any shares issued as a result of conversion of the Notes on the same terms as contemplated by the Registration Rights Agreement attached to the Merger Agreement.

Governing Law			State of New York

Exhibit 99.1

Better Home & Finance Announces Closing of Business Combination
Better to Become Publicly Traded Company and Will Commence Trading on NASDAQ under the new Ticker “BETR”

●Business combination with Aurora unlocks approximately $565M of fresh capital, including a $528M convertible note previously committed from affiliates of SoftBank and additional common equity from funds affiliated with NaMa Capital (formerly Novator Capital)

●Additional capital will allow Better to continue developing innovative technology including Tinman, its proprietary loan origination platform, to improve internal efficiency and streamline the homeownership experience for customers

●Better is a leading digital homeownership company and has surpassed $100B in funded loans

●Better and Aurora successfully complete business combination despite difficult market conditions, positioning the combined company for long term success across cycles

August 23, 2023 – NEW YORK – Better HoldCo, Inc. (“Better”) and Aurora Acquisition Corp., a special purpose acquisition company (“Aurora”), today announced the closing of the previously announced business combination that results in the creation of Better Home & Finance Holding Company (“Better Home & Finance”), a publicly traded company with Class A common stock and warrants to be listed on the Nasdaq Global Market and the Nasdaq Capital Market, respectively, under the ticker symbols “BETR” and “BETRW.” Better Home & Finance expects trading to commence on August 24, 2023.

“Since day one, we set out on a mission to create better solutions for one of life’s most important investments. Today, we’re proud to take a huge step in expanding our capacity to innovate the homeownership process by becoming a publicly listed company. While this is a time for celebration, our journey is far from complete,” said Vishal Garg, CEO & Founder of Better and CEO and director of Better Home & Finance. “With the support of our tremendous team, our innovative technology, and previously committed additional capital from SoftBank, Aurora and NaMa Capital (formerly Novator Capital), we are well-positioned and eager to forge ahead and continue pushing the boundaries of innovation in homeownership for our customers and shareholders.”

Since Better first announced the business combination with Aurora, the company has doubled down on technology to make itself leaner and more efficient while continuing to improve the homeownership process for its customers. In January 2023, Better announced One Day Mortgage, a revolutionary mortgage product which allows customers to go online, get pre-approved, lock their rate and get a binding mortgage Commitment Letter from Better Mortgage, all within 24 hours. In addition, Better has invested considerable resources into developing Tinman, its proprietary loan origination platform. The platform has served as a focal point for improving Better’s internal efficiency and streamlining the homeownership experience for the company’s customers. The additional capital from the business combination will allow Better to continue investing in Tinman, propel the platform as a key driver behind Better’s short and long term growth and position Better for long term success across cycles.

“Going public is a momentous occasion and we are thankful to share it with our employees, shareholders, and regulators,” said Harit Talwar, Chairman of the Better Home & Finance board of directors. “We view this as a milestone, not a destination, and an opportunity to renew our

commitment to making the homeownership experience better for our customers. We are proud of reaching over $100 billion in funded volume and of the technology we have built, but Better’s best days still lie ahead. Going public positions us well to build a business that will thrive through cycles and we look forward to being good custodians of shareholder capital.”

Prabhu Narasimhan, Managing Partner of NaMa Capital, formerly the Chief Investment Officer of Aurora and now a director of Better Home & Finance commented: “Better provides a fundamentally different approach to homeownership by leveraging technology to offer customers the widest range of appropriate products. Better’s leading technology platform and the vision of its leadership team provides it with significant competitive advantages that will drive value creation for stakeholders over the long term.”

Arnaud Massenet, Managing Partner of NaMa Capital, formerly the Chief Executive Officer of Aurora and now a director of Better Home & Finance said: “I am proud of the role Aurora has played in bringing Better to the public market. When we launched Aurora in March 2021, we did so to find a high-quality, tech-focused, business disrupting the status quo in its sector. Through our business combination with Better, we have now successfully fulfilled that aim and, over the past two years, Aurora has worked to deliver over $1.3 billion to Better’s balance sheet. We believe this transaction will deliver long-term value for our shareholders and we look forward to being part of the next stage of this journey.”

As a public company, Better Home & Finance plans to continue advancing its technology to offer customers cutting-edge products in line with its mission to make homeownership cheaper, faster, and easier.

About Better

Better is a leading digitally native homeownership company, serving customers in all 50 US states and the United Kingdom through its suite of products including residential mortgage, insurance and real estate services. In just six years since launch, Better has leveraged its industry-leading technology platform, Tinman™, to fund more than $100 billion in mortgage volume. Tinman™ 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, and close their loan in as little as three weeks. Better offers a range of mortgage loan products, including GSE-conforming mortgage loans, FHA and VA loans, and jumbo mortgage loans. 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. From 2019-2022, Better completed approximately $98 billion in mortgage volume, more than $4 billion in real estate transaction volume, as well as $39 billion in coverage written through its insurance arm. Better has earned numerous awards since inception. Better was ranked #1 on LinkedIn’s Top Startups List for 2021 and 2020, #1 on Fortune’s Best Small and Medium Workplaces in New York, #15 on CNBC’s Disruptor 50 2020 list, and was listed on Forbes FinTech 50 for 2020.

For more information, follow @betterdotcom.

Media Contacts

Nneka Etoniru

better@bevelpr.com

Forward-looking Statements

This press release contains certain forward-looking statements within the meaning of federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. Such factors can be found in Aurora’s Registration Statement on Form S-4 filed with the SEC relating to the business combination of Aurora and Better, including the definitive proxy statement/prospectus relating to the business combination, as well as Aurora’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect Better Home & Finance. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Better Home & Finance undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.

Cover	Aug. 21, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 21, 2023
Entity Registrant Name	BETTER HOME & FINANCE HOLDING COMPANY
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40143
Entity Address, Address Line One	175 Greenwich Street
Entity Address, Address Line Two	57th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	415
Local Phone Number	523-8837
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001835856
Amendment Flag	false
Entity Tax Identification Number	93-3029990
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BETR
Security Exchange Name	NASDAQ
Warrants Exercisable For One Share Of Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Warrants exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	BETRW
Security Exchange Name	NASDAQ