Better Home & Finance Holding Co 8-K, filed Mar 8, 2021
Better Home & Finance Holding Co (BETR)
About this 8-K
Better Home & Finance Holding Co filed this 8-K on March 8, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2021
AURORA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40143 | N/A | ||
(State
or other jurisdiction |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
| 20 North Audly Street | ||
| London W1K 6LX | ||
| United Kingdom | W1K 6LX | |
| (Address of principal executive offices) | (Zip Code) |
+44 (0)20 3931 9785
Registrant’s telephone number, including area code
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-qurter of one redeemable warrant | AURC | The NASDAQ Stock Market LLC | ||
| Class A Ordinary Shares included as part of the units | AURCS | The NASDAQ Stock Market LLC | ||
| 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 | AURCW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ¨
| Item 8.01. | Other Events. |
On March 8, 2021, Aurora Acquisition Corp., a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of 22,000,000 units (the “Units”). A copy of the press releases that were released at pricing and closing are attached as Exhibit 99.1 and Exhibit 99.2 hereto and incorporated by reference herein. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Shares”), and one-quarter of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $220,000,000. The Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments, if any.
Concurrently with the closing of the offering, the Company closed two separate private placements with its sponsor, Novator Capital Sponsor Ltd., and certain executive officers and directors of the Company, generating $41,400,000 in additional gross proceeds, including 3,500,000 Units at a price of $10.00 per Unit, for gross proceeds of $35,000,000 and 4,266,667 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, for gross proceeds of $6,400,000.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release, dated March 3, 2021. |
| 99.2 | Press Release, dated March 8, 2021. |
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.
| Date: March 8, 2020 | AURORA ACQUISITION CORP. | |
| By: | /s/ Arnaud Massenet | |
| Name: | Arnaud Massenet | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Aurora Acquisition Corp. Announces Pricing of $220 Million Initial Public Offering
NEW YORK, March 3, 2021 -- Aurora Acquisition Corp. (Nasdaq: AURC, the "Company") announced today that it priced its initial public offering of 22,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market ("Nasdaq") and trade under the ticker symbol "AURCU" beginning March 3, 2021. Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant enables the holder thereof to purchase one Class A ordinary share at $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the Nasdaq under the symbols "AURC" and "AURCW," respectively.
Additionally, the Company consummated a private placement with the Company’s sponsor, Novator Capital Sponsor Ltd. (“Novator Capital”), and certain executive officers and directors of 4,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, generating gross proceeds of $6,000,000. The Company’s sponsor, Novator Capital, and certain executive officers and directors of the Company also purchased 3,500,000 units in a private placement concurrently with the offering, at a price of $10.00 per unit, for an aggregate purchase price of $35,000,000.
The Company intends to focus its search for a target with operations or prospects in the Europe, Middle East and Africa Technology and Media industry, including data analytics, enterprise software, security software, e-commerce and online marketplaces, and/or financial services technology.
The offering is expected to close on March 8, 2021, subject to customary closing conditions.
Barclays Capital Inc. is acting as sole book-running manager in the offering.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on March 3, 2021. The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone 1-888-603-5847, or by email at barclaysprospectus@broadridge.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company's initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
MEDIA CONTACT:
Khurram Kayani
Khurram@novatorcapital.com
SOURCE:
Aurora Acquisition Corp.
Exhibit 99.2
Aurora Acquisition Corp. Announces Closing of $220 Million Initial Public Offering
New York, NY, Mar. 8, 2021 – Aurora Acquisition Corp. (Nasdaq: AURC) (the “Company”), a special purpose acquisition company, announced today the closing of its initial public offering (“IPO”) of 22,000,000 units at $10.00 per unit. The gross proceeds from the offering were $220 million before deducting underwriting discounts and estimated offering expenses. The units are listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “AURCU” beginning March 3, 2021.
Concurrently with the closing of the offering, the Company closed two separate private placements with its sponsor, Novator Capital Sponsor Ltd., and certain executive officers and directors of the Company, generating $41.4 million in additional gross proceeds, including 3,500,000 units at a price of $10.00 per unit, for gross proceeds of $35 million and 4,266,667 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, for gross proceeds of $6.4 million.
Barclays Capital Inc. is acting as the sole book-runner for the offering.
A registration statement relating to the securities became effective on March 3, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering is being made only by means of a prospectus, which forms a part of the registration statement. Copies of the prospectus may be obtained for free by visiting EDGAR on the Securities and Exchange (the “SEC”) website at www.sec.gov. Alternatively, copies may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone 1-888-603-5847, or by email at barclaysprospectus@broadridge.com.
About Aurora Acquisition Corp.
Aurora Acquisition Corp. is a newly formed blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any industry, sector or geographical location, it intends to focus on industries that complement its management team’s background, and to capitalize on the ability of its management team to identify targets with operations or prospects in the Europe, Middle East and Africa Technology and Media industry, including data analytics, enterprise software, security software, e-commerce and online marketplaces and/or financial services technology.
The Company is led by Thor Björgólfsson as its Chairman, Arnaud Massenet as its Chief Executive Officer, Prabhu Narasimhan as its Chief Investment Officer and Head of Legal, and Caroline Harding as its Chief Financial Officer and Director as well as a fully diverse board of directors that includes Shravin Mittal, Michael Edelstein and Sangeeta Desai.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.report. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
CONTACT
Khurram Kayani
Khurram@novatorcapital.com