Novator Capital Sponsor Ltd.'s Form 4/A amendment
AmendedBetter Home & Finance Holding Co (BETR) · filed Oct 20, 2023
- Accession no.
- 0001104659-23-110487
- Filed
- Oct 20, 2023
- Trade date
- Aug 22, 2023
- Filing delay
- 59 days
- Rule 10b5-1 plan
- Checked
- Original filed
- Aug 24, 2023
This filing lists 1 derivative transaction. It carries over 7 transactions from the original filing that it did not restate. It was filed 59 days after the trade.
This amendment restates part of 0001628280-23-030574 (filed Aug 24, 2023). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Novator Capital Sponsor Ltd.CIK 0001851865 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001628280-23-030574 (filed Aug 24, 2023).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 22, 2023 | Class A Ordinary Shares | JOtherDisposed | −636,240 | –F1 | – | 0 | Direct | Duplicate filing |
| Aug 22, 2023 | Class A Common Stock | JOtherAcquired | +636,240 | –F1 | – | 636,240 | Direct | Duplicate filing |
| Aug 22, 2023 | Class A Common Stock | CConversionAcquired | +3,471,946 | –F2 | – | 4,108,186 | Direct | Duplicate filing |
| Aug 22, 2023 | Class A Common Stock | PPurchaseAcquired | +1,700,000 | –F3 | – | 5,808,186 | Direct | Duplicate filing |
| Aug 22, 2023 | Class A Common Stock | CConversionAcquired | +40,000,000 | –F4 | – | 45,808,186 | Direct | Duplicate filing |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 22, 2023 | Class A Common Stock | JOtherDisposed | −4,005,029 | –F5 | – | 0 | Direct | Duplicate filing |
| Aug 22, 2023 | Class A Common Stock | CConversionDisposed | −3,471,946 | –F2 | – | 0 | Direct | Duplicate filing |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F1
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").
Referenced by the price of 2 transactions in Table I.
- F2
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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F3
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.
Referenced by the price of 1 transaction in Table I.
- F4
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.
Referenced by the price of 1 transaction in Table I.
- F5
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.
Referenced by the price of 1 transaction in Table II.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On August 24, 2023, the reporting person filed a Form 4 which reported that, 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"), 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. As part of the Business Combination, Aurora changed its name to Better Home & Finance Holding Company (the "Issuer").
Referenced by the price of 1 transaction in Table II.
- F2
This amended Form 4 is filed solely to correct the number of Issuer Warrants held by the Reporting Person following the completion of the Business Combination. The previously filed Form 4 incorrectly reported holdings of 4,005,029 Issuer Warrants, whereas, as reported in this amendment, the Reporting Person held (and continues to hold) 2,290,015 Issuer Warrants. The Reporting Persons forfeited 2,290,014 Warrants in connection with the Business Combination, as required by a letter agreement entered into between Sponsor and the Issuer dated November 9, 2021.
- F3
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.
Referenced by the price of 1 transaction in Table II.