SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Novator Capital Sponsor Ltd.
(Last) (First) (Middle)
20 NORTH AUDLEY STREET
(Street)
LONDON X0 W1K 6LX
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Better Home & Finance Holding Co [ BETR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 08/22/2023 J(1) 636,240 D (1) 0 D
Class A Common Stock 08/22/2023 J(1) 636,240 A (1) 636,240 D
Class A Common Stock 08/22/2023 C(2) 3,471,946 A (2) 4,108,186 D
Class A Common Stock 08/22/2023 P(3) 1,700,000 A (3) 5,808,186 D
Class A Common Stock 08/22/2023 C(4) 40,000,000 A (4) 45,808,186 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $11.5(5) 08/22/2023 J(5) 4,005,029 (5) (5) Class A Common Stock 4,005,029 (5) 0 D
Warrant (right to buy) $11.5(5) 08/22/2023 J(5) 4,005,029 (5) (5) Class A Common Stock 4,005,029 (5) 4,005,029 D
Class B Ordinary Shares (2) 08/22/2023 C(2) 3,471,946 (2) (2) Class A Common Stock 3,471,946 (2) 0 D
Explanation of Responses:
1. On August 22, 2023, in connection with the completion of the Issuer's (as defined below) initial business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated May 10, 2021, by and among Aurora Acquisition Corp. ("Aurora"), Aurora Merger Sub I, Inc., and Better Holdco Inc. ("Better"), the Class A ordinary shares of Aurora, par value $0.0001 per share, automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis for no additional consideration. As part of the Business Combination, Aurora changed its name to Better Home & Finance Holding Company (the "Issuer").
2. In connection with the completion of the Business Combination, the Class B ordinary shares of Aurora, par value $0.0001 per share, automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis for no additional consideration.
3. On August 22, 2023, in connection with that certain Limited Waiver to the Amended and Restated Insider Letter Agreement, dated February 23, 2023, by and among Aurora, Better, and the Reporting Person, the Reporting Person subscribed for 1,700,000 shares of the Issuer's Class A common stock at a price of $10.00 per share.
4. On August 22, 2023, pursuant to the Pre-Closing Bridge Note Purchase Agreement, dated as of November 30, 2021, as amended by those certain Letter Agreements dated August 26, 2022, and February 7, 2023, among Aurora, Better and the Reporting Person, $100,000,000 worth of subordinated 0% bridge promissory notes held by the Reporting Person converted into 40,000,000 shares of the Issuer's Class A common stock.
5. In connection with the completion of the Business Combination, outstanding warrants to purchase Class A ordinary shares of Aurora automatically converted into warrants to purchase shares of the Issuer's Class A Common Stock (each, an "Issuer Warrant") for no additional consideration. The Issuer Warrants have an exercise price of $11.50 and will expire on August 22, 2028, five years from the completion of the Business Combination, or earlier upon redemption or liquidation.
Remarks:
/s/ Pericles Spyrou, Director 08/24/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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