--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-030682" form_type: "8-K" ticker: "BETR" cik: "0001835856" company_name: "Better Home & Finance Holding Co" filed_at: "2023-08-28T23:59:59+00:00" generated_at: "2026-06-11T03:01:26.423421+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Better Home & Finance completes business combination with Aurora, begins trading on Nasdaq under BETR ## Summary - No Aurora shareholders exercised redemption rights; ~$21.4M remained in trust at closing. - Legacy Better stockholders own ~84.3% of combined company; SoftBank trust owns 8.8% via bridge conversion. - SoftBank received $528.6M convertible notes (1% interest, due 2028) as post-closing funding. - Sponsor exchanged $100M bridge note for 40M Class A shares at $2.50, plus bought 1.7M shares for $17M. - Company issued 91.3M Class A, 574.4M Class B, 71.9M Class C shares after all transactions. ## SEC filing metadata - accession: 0001628280-23-030682 - form_type: 8-K - ticker: BETR - cik: 0001835856 - company_name: Better Home & Finance Holding Co - filed_at: 2023-08-28T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 2.02, 3.03, 5.01, 5.02, 5.03, 5.05 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/betr-20230822.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-030682 - JSON: https://secwatch.observer/filing/0001628280-23-030682.json - Plain text: https://secwatch.observer/filing/0001628280-23-030682.txt ## Key facts - Earnings Releases Better Home & Finance Holding Co reported financial results for the quarter ended June 30, 2023. - Period: the quarter ended June 30, 2023 - Result: reported results source text: On August 28, 2022, the Company issued a press release announcing the Company’s financial results for the quarter ended June 30, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Kevin Ryan was appointed as Chief Financial Officer and President at Better Home & Finance Holding Co. - Action: appointed - Role: Chief Financial Officer and President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Caroline Harding resigned as Chief Financial Officer at Better Home & Finance Holding Co. - Action: resigned - Role: Chief Financial Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Arnaud Massenet was appointed as Director at Better Home & Finance Holding Co. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Thor Björgólfsson resigned as Chairman at Better Home & Finance Holding Co. - Action: resigned - Role: Chairman source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Shravin Mittal departed as Director at Better Home & Finance Holding Co. - Action: ceased serving - Role: Director source text: Thor Björgólfsson, Shravin Mittal, Sangeeta Desai and Michael Edelstein ceased serving on the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Paula Tuffin was appointed as General Counsel and Chief Compliance Officer at Better Home & Finance Holding Co. - Action: appointed - Role: General Counsel and Chief Compliance Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Steve Sarracino was appointed as Director at Better Home & Finance Holding Co. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Nicholas Calamari was appointed as Chief Administrative Officer and Senior Counsel at Better Home & Finance Holding Co. - Action: appointed - Role: Chief Administrative Officer and Senior Counsel source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Michael Farello was appointed as Director at Better Home & Finance Holding Co. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Riaz Valani was appointed as Director at Better Home & Finance Holding Co. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Michael Edelstein departed as Director at Better Home & Finance Holding Co. - Action: ceased serving - Role: Director source text: Thor Björgólfsson, Shravin Mittal, Sangeeta Desai and Michael Edelstein ceased serving on the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Vishal Garg was appointed as Director at Better Home & Finance Holding Co. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Arnaud Massenet resigned as Chief Executive Officer at Better Home & Finance Holding Co. - Action: resigned - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Harit Talwar was appointed as Director at Better Home & Finance Holding Co. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Prabhu Narasimhan was appointed as Director at Better Home & Finance Holding Co. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Sangeeta Desai departed as Director at Better Home & Finance Holding Co. - Action: ceased serving - Role: Director source text: Thor Björgólfsson, Shravin Mittal, Sangeeta Desai and Michael Edelstein ceased serving on the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Executive change Vishal Garg was appointed as Chief Executive Officer at Better Home & Finance Holding Co. - Action: appointed - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Governance Changes Better Home & Finance Holding Co: Company ceased being a shell company as a result of the transactions. - Change: shell status source text: As a result of the Transactions, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Governance Changes Better Home & Finance Holding Co: Filed Amended and Restated Certificate of Incorporation. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Governance Changes Better Home & Finance Holding Co: Adopted a new Code of Business Conduct and Ethics (effective 2023-08-22). - Change: code of ethics - Effective: 2023-08-22 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Governance Changes Better Home & Finance Holding Co: Adoption of new Bylaws. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - M&A Transactions Better Home & Finance Holding Co underwent a change of control involving Better Holdco, Inc. (closed 2023-08-22). - Action: change of control - Counterparty: Better Holdco, Inc. - Closing: 2023-08-22 source text: 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"). evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Material Agreements Better Home & Finance Holding Co entered into Sponsor Purchase Agreement with Sponsor valued at Sponsor purchased 1.7 million shares of Class A common stock for $17 million (effective 2023-08-22). - Action: entry - Agreement: equity purchase - Counterparty: Sponsor - Value: Sponsor purchased 1.7 million shares of Class A common stock for $17 million - Effective: 2023-08-22 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Material Agreements Better Home & Finance Holding Co entered into Indenture and Convertible Notes with SoftBank valued at $528,585,444 senior subordinated convertible notes bearing 1% interest, maturing August 15, 2028 (effective 2023-08-22). - Action: entry - Agreement: notes offering - Counterparty: SoftBank - Value: $528,585,444 senior subordinated convertible notes bearing 1% interest, maturing August 15, 2028 - Effective: 2023-08-22 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Material Agreements Better Home & Finance Holding Co entered into Novator Exchange Agreement with Aurora, Better and the Sponsor valued at Sponsor exchanged Pre-Closing Bridge Note for 40,000,000 shares of Class A common stock at $2.50 per (effective 2023-08-22). - Action: entry - Agreement: equity purchase - Counterparty: Aurora, Better and the Sponsor - Value: Sponsor exchanged Pre-Closing Bridge Note for 40,000,000 shares of Class A common stock at $2.50 per - Effective: 2023-08-22 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm - Material Agreements Better Home & Finance Holding Co entered into Amended and Restated Registration Rights Agreement with certain legacy Better Stockholders and the Sponsor valued at Registration rights agreement entered into at Closing (effective 2023-08-22). - Action: entry - Counterparty: certain legacy Better Stockholders and the Sponsor - Value: Registration rights agreement entered into at Closing - Effective: 2023-08-22 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1835856/000162828023030682/0001628280-23-030682-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.