Item 1.01 Entry Into A Material Definitive Agreement.
Explanatory Note
As previously reported, on May 10, 2021 Aurora Acquisition Corp., a Cayman
Islands exempted company ("Aurora") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), by and among Aurora, Aurora Merger Sub I, Inc., a
Delaware corporation and a direct wholly owned subsidiary of Aurora ("Merger
Sub"), and Better HoldCo, Inc., a Delaware corporation ("Better"), relating to,
among other things, (i) each of the mergers of (x) Merger Sub, with and into
Better, with Better surviving the merger as a wholly owned subsidiary of Aurora
(the "First Merger"), and (y) Better with and into Aurora, with Aurora surviving
the merger (together with the First Merger, the "Mergers" or "Business
Combination"), and (ii) as a condition to the effectiveness of the Mergers, the
proposal of Aurora to change its jurisdiction of incorporation by deregistering
as an exempted company in the Cayman Islands and domesticating as a Delaware
corporation pursuant to Section 388 of the General Corporation Law of the State
of Delaware (the "Domestication"), subject to the approval thereof by the
shareholders of Aurora.
On October 27, 2021, Aurora entered into Amendment No. 1 ("Amendment No. 1") to
the Merger Agreement, by and among Aurora, Merger Sub and Better. Pursuant to
Amendment No. 1, the parties agreed to, among other things, (i) eliminate the
reference to a letter of transmittal in the exchange procedures provisions of
the Merger Agreement and (ii) amend the proposed form of Certificate of
Incorporation of Better Home & Finance Holding Company to
include the lock-up provision applicable to stockholders that beneficially owned
greater than 1% of Better capital stock as of the execution date of the Merger
Agreement that was previously contemplated to be included in a letter of
transmittal.
On November 9, 2021, Aurora entered into Amendment No. 2 ("Amendment No. 2") to
the Merger Agreement, by and among, Aurora, Merger Sub and Better. Amendment
No. 2 includes a further amendment to the proposed form of Certificate of
Incorporation of Better Home & Finance Holding Company to eliminate
the lock-up provision that was applicable to stockholders that beneficially
owned greater than 1% of Better capital stock as of the execution date of the
Merger Agreement that have not already signed the Better Holder Support
Agreement (as defined in the Merger Agreement).
On November 30, 2021, Aurora entered into Amendment No. 3 ("Amendment No. 3") to
the Merger Agreement, by and among, Aurora, Merger Sub and Better. Pursuant to
Amendment No. 3, among other things, the parties (i) adjusted the mix of
consideration to be received by stockholders of Better, (ii) extended the
outside date pursuant to which the parties may elect to terminate the Merger
Agreement in accordance with its terms from February 12, 2022 to September 30,
2022 (subject to extensions relating to specified regulatory approvals), and
(iii) provided for certain additional amendments consistent with the foregoing
changes and changes contemplated by certain other documents previously described
and filed by Aurora in its Current Report on Form 8-K on December 2, 2021,
including a bridge note purchase agreement, amendments to certain existing
subscription agreements, and termination of the redemption subscription
agreement, all as described therein.
On August 26, 2022, Aurora entered into Amendment No. 4 ("Amendment No. 4") to
the Merger Agreement, by and among, Aurora, Merger Sub and Better. Pursuant to
Amendment No. 4, the parties agreed to extend the Agreement End Date (as defined
in the Merger Agreement) to March 8, 2023. Better, in consideration of extending
the Agreement End Date, agreed to reimburse Aurora for certain reasonable and
documented expenses in an aggregate sum not to exceed $15,000,000. The parties
also agreed to amend the Merger Agreement to provide a waiver from the
exclusivity provisions thereof to allow Better to discuss alternative financing
structures with SB Northstar LP.
Amendment No. 5 to the Merger Agreement
On February 24, 2023, Aurora, Merger Sub and Better entered into Amendment No. 5
("Amendment No. 5") to the Merger Agreement, pursuant to which the parties
agreed to extend the Agreement End Date (as defined in the Merger Agreement)
from March 8, 2023 to September 30, 2023.
The foregoing description of Amendment No. 5 does not purport to be complete and
is subject to, and qualified in its entirety by the terms and conditions of
Amendment No. 5, a copy of which is filed as Exhibit 2.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal
Year.
Within 15 days of the extraordinary general meeting in lieu of the 2022 annual
general meeting (the "Extraordinary General Meeting") of Aurora, which was held
on February 24, 2023, Aurora will file with the Registrar of Companies of the
Cayman Islands an amendment (the "Extension Amendment") to its Amended and
Restated Memorandum and Articles of Association to extend the date by which
Aurora must consummate a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more
businesses from March 8, 2023 to September 30, 2023, or such earlier date as
shall be determined by Aurora's board of directors and publicly announced by
Aurora. Aurora's shareholders approved the Extension Amendment at the
Extraordinary General Meeting. The foregoing description of the Extension
Amendment is qualified in its entirety by the full text of the Extension
Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting, Aurora's shareholders approved a proposal,
by special resolution under Cayman Islands law, to adopt the Extension Amendment
(the "Extension Proposal"). Aurora's shareholders were also asked to consider a
proposal, by an ordinary resolution under Cayman Islands law, to adjourn the
Extraordinary General Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies in the event that there are
insufficient votes for, or otherwise in connection with the approval of the
Extension Proposal (the "Adjournment Proposal"). Holders of 28,470,072 of
Aurora's ordinary shares, which represents approximately 81.9% of the ordinary
shares issued and outstanding and entitled to vote as of the record date of
January 10, 2023, were represented in person or by proxy at the Extraordinary
General Meeting.
Set forth below are the final voting results for the Extension Proposal. As
there were sufficient votes to approve the Extension Proposal, the Adjournment
Proposal was not presented to shareholders at the Extraordinary General Meeting.
Extension Proposal
Votes For Votes Against Abstentions
25,480,074 2,989,953 45
In connection with the vote to approve the Extension Proposal, the holders of
25,751,449 Class A ordinary shares properly exercised their right to redeem
their shares for cash at a redemption price of $10.2178 per share, for an
aggregate redemption amount of approximately $263,123,592. As such,
approximately 92.6% of the Class A ordinary shares were redeemed and
approximately 7.4% of the Class A ordinary shares remain outstanding. After the
satisfaction of such redemptions, the balance in Aurora's trust account will be
approximately $20,931,627.
Under Cayman Islands law, the Extension Amendment took effect upon approval of
the Extension Proposal. Accordingly, Aurora now has until September 30, 2023 to
consummate a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses.
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
Extension Proposal and the Business Combination. A list of the names of those
directors and executive officers and a description of their interests in Aurora
is contained in Aurora's registration statement on Form S-4, which was initially
filed with the SEC on August 3, 2021, Aurora's Annual Report on Form 10-K filed
with the SEC on March 25, 2022, any subsequent Quarterly Report on Form 10-Q
filed with the SEC and in the other reports the Company file with the SEC,
including the Extension Proxy Statement, each of which is available free of
charge at the SEC's web site at sec.gov, or by directing a request to Aurora
Acquisition Corp., 20 North Audley Street, London W1K 6LX, United Kingdom,
Attention: Arnaud Massenet, Chief Executive Officer, +44 (0)20 3931 9785. Better
and its directors and executive officers may also be deemed to be participants
in the solicitation of proxies from the shareholders of Aurora in connection
with the Business combination. A list of the names of such directors and
executive officers and information regarding their interests in the Business
combination is contained in the registration statement.
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.
Exhibit
No. Description
2.1 Amendment No. 5 to the Agreement and Plan of Merger, dated
February 24, 2023, by and among Aurora Acquisition Corp., Aurora Merger
Sub I, Inc. and Better HoldCo., Inc.
3.1 Extension Amendment, dated February 24, 2023, to the Amended and
Restated Memorandum and Articles of Association of Aurora Acquisition
Corp.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)© Edgar Online, source Glimpses
AURA ACQU 