UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Better Home &
Finance Holding Company
(Name of Issuer)
Class A Common Stock
(Title of Class
of Securities)
08774B102
(CUSIP Number)
3 World Trade Center, 175 Greenwich Street,
57th Floor, New York, NY 10007, (646) 839-0086
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Copies of Communications to:
Carl Marcellino
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036-8704
(212) 596-9000
December 12, 2024
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| 1 |
NAMES OF REPORTING PERSON:
Novator Capital Sponsor Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) x |
| 3 |
SEC USE ONLY: |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cyprus |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER:
380,465 (1) |
| 8 |
SHARED VOTING POWER:
0 |
| 9 |
SOLE DISPOSITIVE POWER:
380,465 (1) |
| 10 |
SHARED DISPOSITIVE POWER:
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
380,465 (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.5% (2) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO |
| |
|
|
|
(1) The reported shares include (i) 335,581 shares of Class A Common Stock; and (ii) 44,884 shares of Class A Common Stock issuable upon the exercise of warrants to purchase Class A Common Stock of the Issuer (the “Warrants”). As adjusted for the Reverse Stock Split, each whole share of Class A Common Stock underlying the Warrants is exercisable at a price of $575.00 per share, subject to adjustment. The Warrants expire on August 22, 2028.
(2) Calculated based upon 8,546,917 shares of Class A Common Stock outstanding as of November 4, 2024, as reported by Better Home & Finance Holding Company (f/k/a Aurora Acquisition Corp.) (the “Issuer”) in its Form 10-Q filed with the SEC on November 14, 2024, plus the 44,884 shares of Class A common stock issuable upon the exercise of the Warrants held by the Reporting Person.
| 1 |
NAMES OF REPORTING PERSON:
Livenandro Holdings Limited |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) x |
| 3 |
SEC USE ONLY: |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cyprus |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER:
464,115 (1) |
| 8 |
SHARED VOTING POWER:
0 |
| 9 |
SOLE DISPOSITIVE POWER:
464,115 (1) |
| 10 |
SHARED DISPOSITIVE POWER:
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
464,115 (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.4% (2) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO |
| |
|
|
|
(1) The reported shares include (i) 463,199 shares of Class A Common
Stock; and (ii) 916 shares of Class A Common Stock issuable upon the exercise of Warrants. As adjusted for the Reverse Stock Split, each
whole share of Class A Common Stock underlying the Warrants is exercisable at a price of $575.00 per share, subject to adjustment. The
Warrants expire on August 22, 2028.
(2) Calculated based upon 8,546,917 shares of Class A Common Stock
outstanding as of November 4, 2024, as reported by the Issuer in its Form 10-Q filed with the SEC on November 14, 2024, plus the 916 shares
of Class A common stock issuable upon the exercise of the Warrants held by the Reporting Person.
| 1 |
NAMES OF REPORTING PERSON:
Thor Björgólfsson |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) x |
| 3 |
SEC USE ONLY: |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Iceland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER:
0 |
| 8 |
SHARED VOTING POWER:
864,580 (1)(2) |
| 9 |
SOLE DISPOSITIVE POWER:
0 |
| 10 |
SHARED DISPOSITIVE POWER:
864,580 (1)(2) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
864,580 (1)(2) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
10.1% (3) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
| |
|
|
|
| (1) |
The reported shares include (i) 20,000 shares of Class A Common Stock held of record by NaMa Capital Limited, a company incorporated in Guernsey (“NaMa”); (ii) 335,581 shares of Class A Common Stock held of record by Novator Capital Sponsor Ltd., a Cyprus limited liability company (“NCSL”); (iii) 463,199 shares of Class A Common Stock held of record by Livenandro Holdings Limited, a Cyprus limited company (“Livenandro”); (iv) 44,884 shares of Class A Common Stock issuable upon the exercise of Warrants held of record by NCSL; and (v) 916 shares of Class A Common Stock issuable upon the exercise of Warrants held of record by Livenandro. As adjusted for the Reverse Stock Split, each whole share of Class A Common Stock underlying the Warrants is exercisable at a price of $575.00 per share, subject to adjustment. The Warrants expire on August 22, 2028. |
| (2) |
The securities are held directly by NaMa, NSCL and Livenandro, respectively, and Thor Björgólfsson may be deemed to have dispositive and voting control over those securities. Each of NaMa, NCSL and Livenandro are indirectly 99.9% owned by the irrevocable discretionary trust known as The Future Holdings Trust for which BB Trustees SA acts as trustee; the directors of such trust are Alessandro Passardi, Jan Rottiers and Arnaud Cywie. Mr. Björgólfsson disclaims beneficial ownership of the shares owned by each of NaMa, Livenandro and NCSL. |
| (3) |
Calculated based upon 8,546,917 shares of Class A Common Stock outstanding as of November 4, 2024, as reported by the Issuer in its Form 10-Q filed with the SEC on November 14, 2024, plus the 45,800 shares of Class A common stock issuable upon the exercise of the Warrants held by the Reporting Persons. |
EXPLANATORY NOTE
This Amendment No. 6 (“Amendment No.
6”) amends and supplements the original Schedule 13D filed with the SEC on March 18, 2021 (as amended by Amendment No. 1 filed
with the SEC on August 28, 2023, Amendment No. 2 filed with the SEC on October 20, 2023, Amendment No. 3 filed with the SEC on October
25, 2024, Amendment No. 4 filed with the SEC on November 21, 2024 and Amendment No. 5 filed with the SEC on December 2, 2024, the “Original
Schedule 13D”) relating to shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”),
of the Issuer, Better Home & Finance Holding Company, a Delaware corporation, formerly Aurora Acquisition Corp., a Cayman Islands
exempted company. Except as provided herein, all Items of the Original Schedule 13D remain unchanged and this Amendment No. 6 does not
modify any information previously reported on the Original Schedule 13D. All capitalized terms contained herein but not otherwise defined
shall have the meanings ascribed to such terms in the Original Schedule 13D.
This Amendment No. 6 is being filed to report
the current percentage of the outstanding shares of Class A Common Stock (calculated in accordance with Rule 13d-3 under the Exchange
Act) and Warrants beneficially owned by the Reporting Persons, and reflects a decrease of more than one percent in the percentage of outstanding
Class A Common Stock that each of NCSL and Thor Björgólfsson beneficially own, or may be deemed to beneficially own, which
resulted from (a) certain open market sales sale of shares of Class A Common Stock by NCSL; and (b) a transfer of shares of Class A Common
Stock from NCSL to Livenandro. As of the date of this Amendment No. 6, and as a result of the transactions reported herein, NCSL no longer
holds greater than 5% of the Issuer’s securities and will therefore cease to be a Reporting Person.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is hereby
amended and restated as follows:
(a) This statement is filed by (i) NCSL, (ii)
Livenandro, and (iii) Thor Björgólfsson (collectively, the “Reporting Persons”).
(b) The business address of the Reporting Persons
is 1 Nikokleous street, 2122 Nicosia, Cyprus.
(c) NCSL is a Cyrprus limited liability company,
wholly owned by BB Trustees SA, as trustee of the irrevocable discretionary trust known as The Future Holdings Trust for which BB Trustees
SA acts as trustee; the directors of such trust are Alessandro Passardi, Jan Rottiers and Arnaud Cywie. Livenandro is a Cyprus limited
company, indirectly 99.9% owned by the Future Holdings Trust. Thor Björgólfsson may have dispositive and voting control over
those securities held by NCSL, NaMa and Livenandro as described herein. Mr. Björgólfsson disclaims beneficial ownership of
the shares owned by each of NCSL, NaMa and Livenandro.
(d) During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting
Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) NCSL is a Cyprus limited liability company.
Livenandro is a Cyprus limited company. Mr. Björgólfsson is a citizen of Iceland.
Item 3. Source and Amount of Funds or Other
Consideration
Item 3 of the Original Schedule 13D is hereby
amended and supplemented as follows:
The information set forth in Item 4 hereof is
hereby incorporated by reference into this Item 3, as applicable. The source of funds use by Livenandro to purchase the securities described
herein was the working capital of Livenandro.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented to
include the following:
Sales by NCSL
Between December 2, 2024 and December13, 2024,
NCSL sold an aggregate of 117,382 shares of Class A Common Stock in open market sales, as set forth in Annex A hereto.
Livenandro Purchase from NCSL
On December 12, 2024, Livenandro purchased 13,199
shares of Class A Common Stock of the Issuer from NCSL at a price per share of $12.19.
NCSL and Livenandro are each indirectly 99.9%
owned by BB Trustees SA, as trustee of the irrevocable discretionary trust known as The Future Holdings Trust. The purpose of the transfer
and sale of the Warrants and shares of Class A Common Stock from NCSL to Livenadro was for internal structuring reasons and to facilitate
the potential resale or pledging of shares of Class A Common Stock by NCSL which the Reporting Persons may undertake depending on various
factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Class A
Common Stock, conditions in the securities markets and general economic and industry conditions.
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Original Schedule 13D is
hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a) – (b) The information contained in rows 7, 8, 9, 10, 11,
and 13 on each of the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(c) Except for the transaction described in Item 4 of this Schedule
13D and as set forth in Annex A hereto, the Reporting Persons have not engaged in any transaction during the past 60 days involving ordinary
shares of the Issuer.
(d) None.
(e) NCSL ceased to be the beneficial holder more than five percent
of the Issuer’s Class A Common Stock on December 12, 2024. .
SIGNATURES
After reasonable inquiry and to the best of his
or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: December 17, 2024
| Novator Capital Sponsor Ltd. |
|
| |
|
| By: |
/s/ Pericles Spyrou |
|
| Name: |
Pericles Spyrou |
|
| Title: |
Director |
|
| |
|
|
| Livenandro Holdings Limited |
|
| |
|
|
| By: |
/s/ Pericles Spyrou |
|
| Name: |
Pericles Spyrou |
|
| Title: |
Director |
|
| |
|
| /s/ Thor Björgólfsson |
|
| Thor Björgólfsson |
|
Annex A
Transactions in Common Stock
(60-day period ended December 17, 2024)
The following table sets forth all the transactions in the ADSs effected
in the past sixty days by the Reporting Person(s). All such transaction were effected in the open market through brokers and the price
per share is net of commissions.
Reporting
Person | |
Trade
Date | |
Number
of
shares of Class A
Common Stock | | |
Trade
Price | | |
Buy/Sell | | |
Execution
Type |
| Novator Capital Sponsor
Ltd. | |
12/02/2024 | |
| 4,596 | | |
$ | 14.709 | (1) | |
| Sell | | |
Nasdaq |
| Novator Capital Sponsor Ltd. | |
12/02/2024 | |
| 8,115 | | |
$ | 13.79 | (2) | |
| Sell | | |
Nasdaq |
| Novator Capital Sponsor Ltd. | |
12/03/2024 | |
| 898 | | |
$ | 13.75 | | |
| Sell | | |
Nasdaq |
| Novator Capital Sponsor Ltd. | |
12/05/2024 | |
| 10 | | |
$ | 13.25 | | |
| Sell | | |
Nasdaq |
| Novator Capital Sponsor Ltd. | |
12/06/2024 | |
| 36,381 | | |
$ | 12.501 | (3) | |
| Sell | | |
Nasdaq |
| Novator Capital Sponsor Ltd. | |
12/10/2024 | |
| 16,684 | | |
$ | 12.543 | (4) | |
| Sell | | |
Nasdaq |
| Novator Capital Sponsor Ltd. | |
12/12/2024 | |
| 43 | | |
$ | 12.25 | | |
| Sell | | |
Nasdaq |
| Novator Capital Sponsor Ltd. | |
12/13/2024 | |
| 239 | | |
$ | 12.042 | (5) | |
| Sell | | |
Nasdaq |
| Novator Capital Sponsor Ltd. | |
12/13/2024 | |
| 50,416 | | |
$ | 11.296 | (6) | |
| Sell | | |
Nasdaq |
(1) The price reported in
column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $15.05 per share,
inclusive. The reporting person undertakes to provide to Better Home & Finance Holding Co., any security holder of Better Home &
Finance Holding Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares
sold at each separate price within the ranges set forth herein.
(2) The price reported in
column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.75 to $14.01 per share,
inclusive. The reporting person undertakes to provide to Better Home & Finance Holding Co., any security holder of Better Home &
Finance Holding Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares
sold at each separate price within the ranges set forth herein.
(3) The price reported in
column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.500 to $12.585 per share,
inclusive. The reporting person undertakes to provide to Better Home & Finance Holding Co., any security holder of Better Home &
Finance Holding Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares
sold at each separate price within the ranges set forth herein.
(4) The price reported in
column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.500 to $12.84 per share,
inclusive. The reporting person undertakes to provide to Better Home & Finance Holding Co., any security holder of Better Home &
Finance Holding Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares
sold at each separate price within the ranges set forth herein.
(5) The price reported in
column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.005 to $12.160 per share,
inclusive. The reporting person undertakes to provide to Better Home & Finance Holding Co., any security holder of Better Home &
Finance Holding Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares
sold at each separate price within the ranges set forth herein.
(6) The price reported in
column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.000 to $11.960 per share,
inclusive. The reporting person undertakes to provide to Better Home & Finance Holding Co., any security holder of Better Home &
Finance Holding Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares
sold at each separate price within the ranges set forth herein.
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