Better Home & Finance Holding Co (BETR): M&A transaction — Better Home & Finance completes business combination with Aurora, begins trading on Nasdaq under BETR

On August 28, 2022, the Company issued a press release announcing the Company’s financial results for the quarter ended June 30, 2023.

Effective as of the Closing, the Board appointed Mr. Garg to serve as Chief Executive Officer, Mr. Kevin Ryan to serve as Chief Financial Officer and President, Mr. Nicholas Calamari to serve as Chief Administrative Officer and Senior Counsel, and Ms. Paula Tuffin to serve as General Counsel and Chief Compliance Officer.

Effective as of the Closing, each of Messrs. Björgólfsson and Massenet and Ms. Caroline Harding resigned as the Chairman, Chief Executive Officer and Chief Financial Officer, respectively.

Effective as of the Closing, Harit Talwar, Vishal Garg, Arnaud Massenet, Prabhu Narasimhan, Michael Farello, Steve Sarracino and Riaz Valani were appointed as directors of the Company

Effective as of the Closing, each of Messrs. Björgólfsson and Massenet and Ms. Caroline Harding resigned as the Chairman, Chief Executive Officer and Chief Financial Officer, respectively.

Thor Björgólfsson, Shravin Mittal, Sangeeta Desai and Michael Edelstein ceased serving on the Company’s board of directors.

Effective as of the Closing, the Board appointed Mr. Garg to serve as Chief Executive Officer, Mr. Kevin Ryan to serve as Chief Financial Officer and President, Mr. Nicholas Calamari to serve as Chief Administrative Officer and Senior Counsel, and Ms. Paula Tuffin to serve as General Counsel and Chief Compliance Officer.

Effective as of the Closing, Harit Talwar, Vishal Garg, Arnaud Massenet, Prabhu Narasimhan, Michael Farello, Steve Sarracino and Riaz Valani were appointed as directors of the Company

Effective as of the Closing, the Board appointed Mr. Garg to serve as Chief Executive Officer, Mr. Kevin Ryan to serve as Chief Financial Officer and President, Mr. Nicholas Calamari to serve as Chief Administrative Officer and Senior Counsel, and Ms. Paula Tuffin to serve as General Counsel and Chief Compliance Officer.

Effective as of the Closing, Harit Talwar, Vishal Garg, Arnaud Massenet, Prabhu Narasimhan, Michael Farello, Steve Sarracino and Riaz Valani were appointed as directors of the Company

Effective as of the Closing, Harit Talwar, Vishal Garg, Arnaud Massenet, Prabhu Narasimhan, Michael Farello, Steve Sarracino and Riaz Valani were appointed as directors of the Company

Thor Björgólfsson, Shravin Mittal, Sangeeta Desai and Michael Edelstein ceased serving on the Company’s board of directors.

Effective as of the Closing, Harit Talwar, Vishal Garg, Arnaud Massenet, Prabhu Narasimhan, Michael Farello, Steve Sarracino and Riaz Valani were appointed as directors of the Company

Effective as of the Closing, each of Messrs. Björgólfsson and Massenet and Ms. Caroline Harding resigned as the Chairman, Chief Executive Officer and Chief Financial Officer, respectively.

Effective as of the Closing, Harit Talwar, Vishal Garg, Arnaud Massenet, Prabhu Narasimhan, Michael Farello, Steve Sarracino and Riaz Valani were appointed as directors of the Company

Effective as of the Closing, Harit Talwar, Vishal Garg, Arnaud Massenet, Prabhu Narasimhan, Michael Farello, Steve Sarracino and Riaz Valani were appointed as directors of the Company

Thor Björgólfsson, Shravin Mittal, Sangeeta Desai and Michael Edelstein ceased serving on the Company’s board of directors.

Effective as of the Closing, the Board appointed Mr. Garg to serve as Chief Executive Officer, Mr. Kevin Ryan to serve as Chief Financial Officer and President, Mr. Nicholas Calamari to serve as Chief Administrative Officer and Senior Counsel, and Ms. Paula Tuffin to serve as General Counsel and Chief Compliance Officer.

As a result of the Transactions, the Company ceased being a shell company.

Immediately prior to the consummation of the Business Combination, the Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

on August 22, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of Better Home & Finance.

The material terms of the Amended and Restated Certificate of Incorporation and the Bylaws and the general effect upon the rights of holders of Better Home & Finance’s capital stock are discussed in the sections titled “ Domestication Proposal ” beginning on page 248 and “ Organizational Documents Proposal ” beginning on page 251, which are incorporated by reference herein.

Following the Domestication, on August 22, 2023 (the "Closing Date"), as previously announced and as contemplated by the Merger Agreement, and as described in the section titled " BCA Proposal " beginning on page 198 of the Proxy Statement/Prospectus, Merger Sub merged with and into Better, with Better surviving the merger (the "First Merger") and Better merged with and into Aurora, with Aurora surviving the merger and changing its name to "Better Home & Finance Holding Company" (hereinafter referred to as "Better Home & Finance" or the "Company") (such merger, the "Second Merger," and together with the First Merger and the Domestication, the "Business Combination" and the completion thereof, the "Closing").

Item 1.01 Entry into a Material Definitive Agreement Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, Aurora (as the surviving corporation), certain legacy Better Stockholders and the Sponsor would enter into an amended and restated registration rights agreement, a copy 3 of which was attached to the Proxy Statement/Prospectus.

the Company issued and sold to SoftBank senior subordinated convertible notes in the aggregate principal amount of $528,585,444 (the "Convertible Notes") pursuant to an Indenture, dated as of August 22, 2023

Novator Exchange Agreement Pursuant to the letter agreement between Aurora, Better and the Sponsor dated as of August 26, 2022 (the “First Novator Letter Agreement”) and the letter agreement between Aurora, Better and the Sponsor dated as of February 7, 2023 (the “Second Novator Letter Agreement”), the parties thereto entered into a letter agreement dated as of August 22, 2023 (the “Novator Exchange Agreement”).

Item 1.01 Entry into a Material Definitive Agreement Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, Aurora (as the surviving corporation), certain legacy Better Stockholders and the Sponsor would enter into an amended and restated registration rights agreement, a copy 3 of which was attached to the Proxy Statement/Prospectus.