Better Home & Finance Holding Company

10/25/2024 | Press release | Distributed by Public on 10/25/2024 14:01

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
Bjorgolfsson Thor
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
20 NORTH AUDLEY STREET
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
LONDON X0 W1K 6LX
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bjorgolfsson Thor
20 NORTH AUDLEY STREET

LONDON, X0W1K 6LX

X

Signatures

/s/ Thor Bjorgolfsson 2024-10-25
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) On August 22, 2024, NaMa Capital Limited, a company incorporated in Guernsey ("NaMa") entered into a Stock Purchase Agreement by and between NaMa, Unbound HoldCo Ltd and Unbound Consolidator Limited (the "Unbound SPA"). Pursuant to the SPA, NaMa purchased 20,000 shares of Class A common stock of Better Home & Finance Holding Company (f/k/a Aurora Acquisition Corp.) (the "Issuer") from Unbound ConsolidatorCo Limited (after giving effect to the August 2024 50-for-1 reverse stock split of the Issuer). In consideration for the shares purchased by NaMa, NaMa agreed to redeem all participating shares held by NaMa in Unbound ConsolidatorCo Limited and the release of certain funding obligations owed by NaMa's to Unbound ConsolidatorCo Limited. The Unbound SPA contained customary representations, warranties and covenants by, among and for the benefit of the parties.
(2) On August 16, 2024, the Issuer effected a 1-for-50 reverse stock split of its Class A common stock (the "Reverse Stock Split"), which is reflected in the Reporting's Person's number of securities beneficially owned reported in this filing.
(3) The securities are held of record by NaMa, and Thor Bjorgolfsson may be deemed to have dispositive and voting control over the securities held by NaMa. NaMa is indirectly 99.9% owned by the irrevocable discretionary trust known as The Future Holdings Trust ("FHT") for which BB Trustees SA acts as trustee; the directors of such trust are Alessandro Passardi, Jan Rottiers and Arnaud Cywie. Mr. Bjorgolfsson disclaims beneficial ownership of the shares owned by NaMa.
(4) The securities are held of record by Novator Capital Sponsor Ltd., a Cyprus limited liability company ("NCSL"), and Thor Bjorgolfsson may be deemed to have dispositive and voting control over the securities held by NCSL. NCSL is indirectly 99.9% owned by FHT for which BB Trustees SA acts as trustee; the directors of such trust are Alessandro Passardi, Jan Rottiers and Arnaud Cywie. Mr. Bjorgolfsson disclaims beneficial ownership of the shares owned by NCSL.
(5) As adjusted for the Reverse Stock Split, each Warrant is exercisable to purchase one share of Class A common stock at a price of $575.00 per share, subject to adjustment. The Warrants expire on August 22, 2028, five years after the completion of the business combination between Aurora Acquisition Corp. and the Better Holdco, Inc., a Delaware corporation in August 2022.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.