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):
May 11, 2021 (May 10, 2021)
AURORA ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands
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001-40143
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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20 North Audley Street
London W1K 6LX
United Kingdom
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +44 (0)20 3931 9785
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
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Units, each consisting of one
Class A Ordinary Share, $0.0001 par value, and one-quarter of one redeemable warrant
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AURCU
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The Nasdaq Capital
Market
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Class A Ordinary Shares included
as part of the units
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AURC
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The Nasdaq Capital
Market
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Redeemable warrants included as
part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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AURCW
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The Nasdaq Capital
Market
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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. ¨
On
May 11, 2021, Aurora Acquisition Corp. (“Aurora” or the “Company”) issued a press release announcing a proposed
business combination (the “Business Combination”) between Aurora and Better HoldCo, Inc. (“Better”). The press
release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Among other information, the press release includes
information as to how to access a webcast presentation hosted by management of Better and Aurora regarding the Business Combination.
Attached
as Exhibit 99.2 hereto and incorporated by reference herein is an investor presentation dated May 11, 2021, which will be used by Aurora
with respect to the transactions contemplated by the Business Combination.
Important
Information About the Business Combination and Where to Find It
In
connection with the proposed Business Combination, Aurora intends to file with the SEC a registration statement (the “Registration
Statement”), which will include a proxy statement/prospectus, and certain other related documents, which will be both the proxy
statement to be distributed to holders of shares of Aurora’s common stock in connection with Aurora’s solicitation of proxies
for the vote by Aurora’s stockholders with respect to the Business Combination and other matters as may be described in the Registration
Statement, as well as the prospectus relating to the offer and sale of the securities of Aurora to be issued in the Business Combination. Aurora’s
stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in
the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain
important information about the parties to the Merger Agreement, Aurora and the Business Combination. After the Registration
Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of Aurora as of a record date
to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders
will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated
by reference in the proxy statement/prospectus, without charge, once available, 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.
Participants
in the Solicitation
Aurora
and its directors and executive officers may be deemed participants in the solicitation of proxies from Aurora’s stockholders 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-1, which was initially filed with the SEC on February 12, 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, +44 (0)20 3931 9785. Additional information regarding the
interests of such participants will be contained in the Registration Statement when available.
Better
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders 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 will be contained in the Registration Statement when available.
Forward-Looking Statements
This
Current Report on Form 8-K 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 the
consolidated results of operations and financial condition, 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. We are 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; our 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; our 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 us; 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; our expectations regarding the period during which we 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 us or that we presently believe are not material that could also cause actual results to differ
materially. Analysis and opinions contained in this document 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 report, the
inclusion of such forward-looking statements should not be regarded as a representation by us 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 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.
Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURES
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 hereunto
duly authorized.
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AURORA ACQUISITION CORP.
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By:
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/s/ Arnaud
Massenet
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Name:
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Arnaud Massenet
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Title:
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Chief Executive Officer
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Date: May 11, 2021
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Better Home and Finance (NASDAQ:BETR)
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