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): February 7, 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 | ||
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 1.01 | Entry Into A Material Definitive Agreement. |
On February 7, 2023, Aurora Acquisition Corp., a Cayman Island exempted company (“Aurora”), Better HoldCo, Inc., a Delaware corporation (“Better”) and Novator Capital Sponsor Ltd., a Cyprus limited liability company (“Novator”) entered into a letter agreement (the “Letter Agreement”) through which Better and Aurora agree to use reasonable best efforts (i) to obtain approval for the Extension Proposal (as defined in the Definitive Proxy Materials of Aurora to be filed on or about the date of the Letter Agreement), (ii) to cause Aurora to maintain any applicable net tangible asset requirements set forth in its articles of association and continued listing requirements for Nasdaq or a comparable alternative exchange, and (iii) to extend the Agreement End Date (as defined in the Agreement and Plan of Merger, by and among, Better, Aurora and Aurora Merger Sub I, Inc., a Delaware corporation (the “Merger Agreement”)) to September 30, 2023 prior to the approval of the Extension Proposal, and to further extend such date to March 30, 2024 if necessary.
Better further agreed to partially reimburse Aurora for certain expenses in connection with regulatory matters arising out of or relating to the transactions contemplated by the Merger Agreement on or after February 7, 2023 and that the final payment of the Acquiror Interim Expenses (as defined in the Merger Agreement) shall be paid on April 1, 2023.
Furthermore, subject to Better receiving requisite approval therefor (which Better has agreed to use reasonable best efforts to obtain), the parties agreed that, if the proposed business combination between Aurora and Better (the “Business Combination”) has not been consummated by the maturity date of the bridge notes, Novator will have the option, without limiting its rights under the Bridge Note Purchase Agreement, dated as of November 29, 2021, by and among Better, Aurora, SB Northstar LP, a Cayman Islands exempted limited partnership, and Novator, to alternatively exchange its bridge notes on or before the maturity date 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 Aurora’s 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. On the same date, Novator and Better agreed to defer the maturity date of the bridge notes until September 30, 2023.
The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the terms and conditions of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On February 7, 2023, Aurora issued a press release announcing the filing of a definitive proxy statement to hold a special meeting of its shareholders at 9:00 a.m. Eastern Time on February 24, 2023 to extend the date by which Aurora must consummate an initial business combination. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Important Information for Investors and Shareholders
This communication relates to 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 U.S. Securities and Exchange Commission (“SEC”), a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus in connection with the Business Combination. A definitive proxy statement/prospectus will be 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, and 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.
Forwarding Looking Statements
This communication only speaks at the date hereof and contains, and related discussions may contain, “forward- looking statements” within the meaning of U.S. federal securities laws. These statements include descriptions regarding the intent, belief, estimates, assumptions or current expectations of Aurora, Better or their respective officers with respect to future events and plans of Aurora and Better. These forward-looking statements may be identified by a reference to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as “expect”, “believe”, “foresee”, “anticipate”, “intend”, “estimate”, “goal”, “strategy”, “plan”, “target” and “project” or conditional verbs such as “will”, “may”, “should”, “could” or “would” or the negative of these terms, although not all forward-looking statements contain these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs, estimates and projections, and various assumptions, many of which are inherently uncertain and beyond Aurora’s and Better’s control. Such expectations, beliefs, estimates and projections are expressed in good faith, and management believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Better is experiencing significant changes within the mortgage lending and servicing ecosystem which have magnified such uncertainties. In the past, actual results have differed from those suggested by forward-looking statements and this may happen again.
Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, Better’s performance, capabilities, strategy, and outlook; our expectations regarding the sustainability of Better’s rapid growth and its ability to manage its growth effectively; the demand for Better’s solutions and products and services, including the size of Better’s addressable market, market share, and market trends; Better’s ability to operate under and maintain Better’s business model; Better’s ability to develop and protect its brand; our expectations regarding financial performance including Better’s operational and financial targets; our estimates regarding expenses, future revenue, capital requirements and Better’s need for additional financing; the degree of business and financial risk associated with certain of Better’s loans; the high volatility in, or any inaccuracies in the estimates of, the value of Better’s assets; any changes in macro-economic conditions and in U.S. residential real estate market conditions, including changes in prevailing interest rates or monetary policies and the effects of the ongoing COVID-19 pandemic; Better’s expectations regarding the impact of the COVID-19 pandemic on Better’s business including on the volume of consumers refinancing existing loans, Better’s ability to produce loans, liquidity and employees; Better’s competitive position; Better’s ability to improve and expand its information technology and financial infrastructure, security and compliance requirements and operating and administrative systems; Better’s future investments in its technology and operations; Better’s intellectual property position, including its ability to maintain, protect and enhance Better’s intellectual property; the need to hire additional personnel and Better’s ability to attract and retain such personnel; Better’s ability to obtain additional capital and maintain cash flow or obtain adequate financing or financing on terms satisfactory to it; the effects of Better’s existing and future indebtedness on its liquidity and Better’s ability to operate our business; our expectations concerning relationships with third parties; Better’s plans to adopt the secured overnight financing rate (“SOFR”); the impact of laws and regulations and Better’s ability to comply with such laws and regulations including laws and regulations relating to fair lending, real estate brokerage matters, title and settlement services, consumer protection, advertising, tax, title insurance, loan production and servicing activities, data privacy, and anti-corruption; any changes in certain U.S. government-sponsored entities and government agencies, including Fannie Mae, Freddie Mac, Ginnie Mae and the FHA; Aurora’s expectations regarding the period during which it will qualify as an emerging growth company under the JOBS Act; the increased expenses associated with being a public company; and Better’s anticipated use of existing resources and the proceeds from the Business Combination.
There may be other risks not presently known to Aurora, Better or their respective officers or that Aurora, Better or their respective officers presently believe are not material that could also cause actual results to differ materially. Analysis and opinions contained in this communication may be based on assumptions that, if altered, can change the analysis or opinions expressed. In light of the significant uncertainties inherent in the forward-looking statements included in this communication, the inclusion of such forward-looking statements should not be regarded as a representation by Aurora, Better, or their respective officers or any other person that the objectives and plans set forth in this report will be achieved, and you are cautioned not to place substantial weight or undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date they are made and, Aurora and Better each disclaims any obligation, except as required by law, to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report.
|
Exhibit No. |
Description | |
| 10.1 | Letter Agreement, dated February 7, 2023 by and among Aurora Acquisition Corp., Better HoldCo, Inc., and Novator Capital Sponsor Ltd. | |
| 99.1 | Press Release, dated February 7, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | |
| February 7, 2023 |
Exhibit 10.1
NOVATOR CAPITAL SPONSOR LTD.
C/O NOVATOR PARTNERS LLP
25 PARK LANE,
MAYFAIR, LONDON W1K 1RA
UNITED KINGDOM
February 7, 2023
Better HoldCo, Inc.
175 Greenwich St, 59th Floor
New York, NY 10007
Attention: Vishal Garg
Email: vgarg@better.com
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX
United Kingdom
Attention: Khurram Kayani
Email: Khurram@novatorcapital.com
Re: Second Letter Agreement
Ladies and Gentlemen:
We refer to (i) that certain Agreement and Plan of Merger, by and among, Better HoldCo, Inc., a Delaware corporation (the “Company”), Aurora Acquisition Corp., a Cayman Islands exempted company limited by shares (“Aurora”), and Aurora Merger Sub I, Inc., a Delaware corporation, dated as of May 10, 2021 (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), (ii) that certain Bridge Note Purchase Agreement, dated as of November 29, 2021 (as amended, modified or supplemented from time to time in accordance with its terms, the “Note Purchase Agreement”), by and among the Company, Aurora, SB Northstar LP, a Cayman Islands exempted limited partnership (“SB”), and Novator Capital Sponsor Ltd., a Cyprus limited liability company (“Novator”), pursuant to which the Company issued to SB and Novator certain promissory notes (the “Notes”), and (iii) that certain Letter Agreement, dated as of August 26, 2022 (the “August 2022 Letter Agreement”), by and among the Company, Aurora and Novator. All capitalized terms not defined in this letter agreement (this “Letter Agreement”) will have the meanings set forth in the Note Purchase Agreement and the August 2022 Letter Agreement.
Pursuant hereto, the Company, Novator and Aurora, as applicable, hereby agree as follows:
1. Aurora Extension. The Company and Aurora agree to use reasonable best efforts to (i) obtain approval for the Extension Proposal (as defined in the Definitive Proxy Materials of Aurora to be filed on or about the date hereof), (ii) to cause Aurora to maintain any applicable net tangible asset requirements set forth in its articles of association and continued listing requirements for Nasdaq or a comparable alternative exchange, and (iii) to extend the Agreement End Date (as defined in the Merger Agreement) to September 30, 2023 prior to the approval of the Extension Proposal, and to further extend such date to March 30, 2024 if necessary to provide sufficient time for the transactions contemplated by the Merger Agreement to be consummated.
2. Interim Expense Reimbursement Amendment. The Company and Aurora hereby agree that the third and final payment of the Acquiror Interim Expenses (as defined in the Merger Agreement) up to $3,750,000 is to be paid to on April 1, 2023, and shall include any such expenses incurred through the date of such payment. Such payment will otherwise be paid by the Company in accordance with the Merger Agreement upon receipt by the Company of reasonable documentation of such Acquiror Interim Expenses.
3. Additional Expense Reimbursement. In addition to any reimbursement contemplated by the Merger Agreement, the Company, Aurora and Novator hereby agree that (i) the Company will reimburse Aurora for one-half of its reasonable and documented fees and expenses in connection with regulatory matters arising out of or relating to the transactions contemplated by the Merger Agreement on or after the date hereof up to an aggregate sum payable by the Company not to exceed $2,500,000 (the “Additional Expense Reimbursement”). The Additional Expense Reimbursement shall be paid by the Company in two (2) payments, to be paid on each of June 1, 2023 and September 1, 2023, neither of which shall individually be greater than $1,250,000, and in each case subject to receipt by the Company of reasonable documentation of such expenses. All reimbursement payments due under this Section 3 shall be paid in full in accordance with the terms hereof, without deduction of taxes or other fees which may be imposed by any governmental authority or other person and shall be in U.S. dollars in immediately available funds in accordance with the wire instructions submitted by Aurora to the Company by no later than five (5) business days before any payment date.
4. Conversion Rate.
(a) The Company confirms that it has received the Requisite Consent contemplated by Section 2(a) of the August 2022 Letter Agreement, and that such consent is in force and effect. Accordingly, the Notes held by Novator are convertible in accordance with the Exchange, as contemplated by the August 2022 Letter Agreement. This Letter Agreement does not otherwise amend the terms of the Exchange, which remain in full force and effect.
(b) Subject to receipt by the Company of the affirmative vote of a majority of the holders of Registrable Securities (as such term is defined in the Eighth Amended and Restated Investors Rights Agreement, dated as of November 2, 2020, by and among the Company and the investors party thereto) (the “Second Requisite Consent”), the Company hereby agrees that, on or before the Maturity Date (as may be extended from time to time), if the Mergers have not been consummated, then Novator shall be entitled (at its option and without limiting its rights under the Note Purchase Agreement and the Notes) to exchange all or a portion of its $100 million aggregate principal amount of Notes, (x) for a number of newly issued shares of the Company Series D Equivalent Preferred Stock at a conversion price that represents a 50% discount to the Pre-Money Valuation (as defined below) or (y) for a number of shares of the Company’s Class B common stock at a price per share that represents a 75% discount to the Pre-Money Valuation (as defined below) (subclauses (x) and (y), the “Second Exchange Right”). For purposes of this Section 4(b), the term “Pre-Money Valuation” means the $6.9 billion pre-money equity valuation of the Company based on the aggregate amount of fully diluted shares of Company common stock on an as-converted basis (excluding, for the avoidance of doubt, the Exchange or the Second Exchange Right or any conversion of the Notes) as of the date the Second Exchange Right is effective.
(c) The Company represents and covenants that the shares of Company Series D Equivalent Preferred Stock or Class B Common Stock, when issued pursuant to the Second Exchange Right, will be duly authorized, fully paid, and non-assessable. Upon consummation of the Second Exchange Right, all outstanding amounts under such Notes will automatically be deemed satisfied and discharged in full, and such Notes will be no longer be outstanding and will be cancelled, extinguished and retired and the holder thereof will cease to have any rights with respect thereto, except for the express rights to receive the Company Series D Equivalent Preferred Stock or Class B Common Stock, as applicable, in the Second Exchange Right.
(d) The Company agrees to use reasonable best efforts to obtain the Second Requisite Consent as promptly as possible following the date of this Letter Agreement, and in any event, prior to the Maturity Date (as may be extended from time to time).
5. Miscellaneous. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws that would require or permit the application of Laws of another jurisdiction. Sections 10.1, 10.2, 10.5, 10.6, 10.8, 10.9, 10.10, 10.11, 10.14-10.19 of the Note Purchase Agreement are hereby incorporated by reference mutatis mutandis herein.
[Signature page to follow]
Sincerely,
NOVATOR CAPITAL SPONSOR LTD.
| By: | /s/ Pericles Spyrou | |||
| Name: Pericles Spyrou | ||||
| Title: Director | ||||
| The above provisions of this Letter Agreement are hereby accepted and agreed as of the date hereof. | ||||
| BETTER HOLDCO, INC. | ||||
| By: | /s/ Vishal Garg | |||
| Name: Vishal Garg | ||||
| Title: Chief Executive Officer | ||||
| AURORA ACQUISITION CORP. | ||||
| By: | /s/ Arnaud Massenet | |||
| Name: Arnaud Massenet | ||||
| Title: Chief Executive Officer | ||||
[Signature Page to Letter Agreement]
Exhibit 99.1
Aurora Acquisition Corp. Announces Filing of a Definitive Proxy Statement for a Shareholder Meeting on February 24, 2023
NEW YORK — February 7, 2023 -- Aurora Acquisition Corp. (NASDAQ: AURC) (“Aurora” or “the Company”), a publicly traded special purpose acquisition company (“SPAC”), today announced the filing of a definitive proxy statement to hold a special meeting of its shareholders on February 24, 2023 at 9:00 AM ET (the “Extraordinary General Meeting”) to extend the date by which Aurora must consummate an initial business combination (the “Extension Proxy Statement”).
As further detailed in the Extension Proxy Statement, holders of Aurora’s ordinary shares will be asked to approve a proposal to amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from March 8, 2023 to September 30, 2023, or such earlier date as shall be determined by the Company’s board of directors and publicly announced by the Company, and to consider and vote upon a proposal to approve the adjournment of the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary.
Aurora's shareholders and other interested persons are advised to read the Extension Proxy Statement. Shareholders are also able to obtain copies of the Extension Proxy Statement and other relevant materials filed with the Securities and Exchange Commission (the “SEC”) without charge, at the SEC's web site at www.sec.gov, or by directing a request to Aurora's proxy solicitation agent at the following address and telephone number:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Telephone: (877) 259-6290
(banks and brokers can call (212) 297-0720)
Email: info@okapipartners.com
Proposed Business Combination with Better
Upon closing of the proposed business combination with Better Holdco, Inc. (“Better”), which is expected to occur in the 2023 (the “Business Combination”), the combined publicly traded company will be named Better. Recently, Better, the first fintech lender to achieve $100 billion in funded loans, unveiled the launch of One Day Mortgage(™), a breakthrough innovation in the real estate industry.
About Better
Better is America’s #1 online, commission-free home finance, insurance and realty company. In just six years since launch, Better has leveraged its commission-free service offering and Tinman™, its industry-leading technology platform, to fund more than $100 billion in home financing. In addition to being the first fintech to reach this milestone, Better has completed over $4.6 billion in real estate transaction volume through its realtor service Better Real Estate and agent network, as well as over $38 billion in coverage written through its insurance arm, Better Cover and Settlement Services. Better has earned countless awards for its work in making homeownership more affordable and accessible to all Americans. 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.
About Aurora Acquisition Corp.
Aurora Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is led by Thor Björgólfsson as its Chairman, Arnaud Massenet as its Chief Executive Officer, and Prabhu Narasimhan as its Chief Investment Officer.
Through its philosophy of “founders investing in Founders”, Aurora looks to empower strong management teams and make long term investments in companies poised for sustained success. Aurora is sponsored by Novator Capital. Additional information regarding Aurora Capital may be found at: https://aurora-acquisition.com/.
Important Information for Investors and Shareholders
This communication relates to 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 includes a preliminary proxy statement/prospectus in connection with the proposed transaction. A definitive proxy statement/prospectus will be 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 Business Combination 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, and 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.
Forwarding Looking Statements
This communication only speaks at the date hereof and contains, and related discussions may contain, “forward-looking statements” within the meaning of U.S. federal securities laws. These statements include descriptions regarding the intent, belief, estimates, assumptions or current expectations of Aurora, Better or their respective officers with respect to future events and plans of Aurora and Better. These forward-looking statements may be identified by a reference to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as “expect”, “believe”, “foresee”, “anticipate”, “intend”, “estimate”, “goal”, “strategy”, “plan”, “target” and “project” or conditional verbs such as “will”, “may”, “should”, “could” or “would” or the negative of these terms, although not all forward-looking statements contain these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs, estimates and projections, and various assumptions, many of which are inherently uncertain and beyond Aurora’s and Better’s control. Such expectations, beliefs, estimates and projections are expressed in good faith, and management believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Better is experiencing significant changes within the mortgage lending and servicing ecosystem which have magnified such uncertainties. In the past, actual results have differed from those suggested by forward-looking statements and this may happen again.
Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, Better’s performance, capabilities, strategy, and outlook; our expectations regarding the sustainability of Better’s rapid growth and its ability to manage its growth effectively; the demand for Better’s solutions and products and services, including the size of Better’s addressable market, market share, and market trends; Better’s ability to operate under and maintain Better’s business model; Better’s ability to develop and protect its brand; our expectations regarding financial performance including Better’s operational and financial targets; our estimates regarding expenses, future revenue, capital requirements and Better’s need for additional financing; the degree of business and financial risk associated with certain of Better’s loans; the high volatility in, or any inaccuracies in the estimates of, the value of Better’s assets; any changes in macro-economic conditions and in U.S. residential real estate market conditions, including changes in prevailing interest rates or monetary policies and the effects of the ongoing COVID-19 pandemic; Better’s expectations regarding the impact of the COVID-19 pandemic on Better’s business including on the volume of consumers refinancing existing loans, Better’s ability to produce loans, liquidity and employees; Better’s competitive position; Better’s ability to improve and expand its information technology and financial infrastructure, security and compliance requirements and operating and administrative systems; Better’s future investments in its technology and operations; Better’s intellectual property position, including its ability to maintain, protect and enhance Better’s intellectual property; the need to hire additional personnel and Better’s ability to attract and retain such personnel; Better’s ability to obtain additional capital and maintain cash flow or obtain adequate financing or financing on terms satisfactory to it; the effects of Better’s existing and future indebtedness on its liquidity and Better’s ability to operate our business; our expectations concerning relationships with third parties; Better’s plans to adopt the secured overnight financing rate (“SOFR”); the impact of laws and regulations and Better’s ability to comply with such laws and regulations including laws and regulations relating to fair lending, real estate brokerage matters, title and settlement services, consumer protection, advertising, tax, title insurance, loan production and servicing activities, data privacy, and anti-corruption; any changes in certain U.S. government-sponsored entities and government agencies, including Fannie Mae, Freddie Mac, Ginnie Mae and the FHA; Aurora’s expectations regarding the period during which it will qualify as an emerging growth company under the JOBS Act; the increased expenses associated with being a public company; and Better’s anticipated use of existing resources and the proceeds from the Business Combination.
There may be other risks not presently known to Aurora, Better or their respective officers or that Aurora, Better or their respective officers presently believe are not material that could also cause actual results to differ materially. Analysis and opinions contained in this communication may be based on assumptions that, if altered, can change the analysis or opinions expressed. In light of the significant uncertainties inherent in the forward-looking statements included in this communication, the inclusion of such forward-looking statements should not be regarded as a representation by Aurora, Better or their respective officers or any other person that the objectives and plans set forth in this report will be achieved, and you are cautioned not to place substantial weight or undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date they are made and, Aurora and Better each disclaims any obligation, except as required by law, to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication 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.
Contacts
Khurram Kayani
Khurram@novatorcapital.com
Dara Dierks/Investors, or Keil Decker/Media, for Aurora Acquisition Corp.
AuroraAcquisition@icrinc.com