Amendment: SEC Form SCHEDULE 13D/A filed by Better Home & Finance Holding Company
$BETR
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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BETTER HOME & FINANCE HOLDING CO (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
08774B102 (CUSIP Number) |
Carl Marcellino Ropes & Gray L 1211 Avenue of the Americas, New York, NY, 10036-8704 (212) 596-9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/16/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 08774B102 |
| 1 |
Name of reporting person
Novator Capital Sponsor Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 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)
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| 6 | Citizenship or place of organization
CYPRUS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
605,504.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The reported shares beneficially owned include (i) 559,704 shares of Class A Common Stock; and (ii) 45,800 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) The reported percent of class represented is calculated based upon 9,716,145 shares of Class A Common Stock outstanding as of May 5, 2025, as reported by the Issuer in its Form 10-Q filed with the SEC on May 14, 2025, plus the 45,800 shares of Class A common stock issuable upon the exercise of the Warrants held by the Reporting Person.
SCHEDULE 13D
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| CUSIP No. | 08774B102 |
| 1 |
Name of reporting person
Livenandro Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 08774B102 |
| 1 |
Name of reporting person
Thor Bjorgolfsson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
822,228.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The reported shares beneficially owned include (i) 216,724 shares of Class A Common Stock held of record by Novator Capital Limited (f/k/a NaMa Capital Limited), a company incorporated in Guernsey ("NCL"); (ii) 559,704 shares of Class A Common Stock held of record by Novator Capital Sponsor Ltd., a Cyprus limited liability company ("NCSL"); and (iv) 45,800 shares of Class A Common Stock issuable upon the exercise of Warrants held of record by NCSL. 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 beneficially owned are held directly by NCL and NSCL, respectively, and Thor Bjorgolfsson may be deemed to have dispositive and voting control over those securities. Each of NCL and NCSL are indirectly 99.9% owned by the irrevocable discretionary trust known as The Future Holdings Trust for which BB Trust Company SA acts as trustee; the directors of such trust are Alessandro Passardi, Jan Rottiers and Arnaud Cywie. Mr. Bjorgolfsson disclaims beneficial ownership of the shares owned by each of NCL and NCSL.
(3) The reported percent of class represented is calculated based upon 9,716,145 shares of Class A Common Stock outstanding as of May 5, 2025, as reported by the Issuer in its Form 10-Q filed with the SEC on May 14, 2025, plus the 45,800 shares of Class A common stock issuable upon the exercise of the Warrants held by NCSL.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
BETTER HOME & FINANCE HOLDING CO | |
| (c) | Address of Issuer's Principal Executive Offices:
1 World Trade Center,, 285 Fulton Street, 80th Floor, Suite A, New York,
NEW YORK
, 10007. | |
Item 1 Comment:
This Amendment No. 7 ("Amendment No. 7") 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, Amendment No. 5 filed with the SEC on December 2, 2024, and Amendment No. 6 filed with the SEC on December 17, 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. 7 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. 7 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 Livenandro and Thor Bjorgolfsson beneficially own, or may be deemed to beneficially own, which resulted from (a) an increase in the total number of the Issuer's securities outstanding; (b) transfers of shares of Class A Common Stock and Warrants from Livenandro Holdings Limited, a Cyprus limited company ("Livenandro") to NCSL; (c) a transfer of shares of Class A Common Stock from NCSL to NCL; and (d) a transfer of shares of Class A Common Stock from NCSL to Prabhu Narasimhan, a member of the Issuer's board of directors. NCL was formerly known as NaMa Capital Limited and BB Trustee Company SA was formerly known as BB Trustees SA. As of the date of this Amendment No. 7, and as a result of the transactions reported herein Livenandro no longer holds any of the Issuer's securities and will therefore cease to be a Reporting Person. | ||
| 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 used by NCSL to purchase the securities described herein was the working capital of NCSL. The source of funds used by NCL to purchase the securities described herein was the working capital of NCL. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
NCSL Sale to NCSL
On December 16, 2024, NCSL sold 196,724 shares of Class A Common Stock of the Issuer to NCL at a price per share of $10.97.
NCSL Sale to Prabhu Narasimhan
On May 16, 2025, NCSL sold 42,352 shares of Class A Common Stock of the Issuer to Prabhu Narasimhan, a director of the Issuer, at a price per share of $ 14.10. The aggregate purchase price for such shares of Class A Common Stock is payable as an interest free debt repayable on demand owed by Prabhu Narasimhan to NCSL.
NCSL Purchase from Livenandro
On May 16, 2025, NCSL purchased: (i) 45,800 Warrants of the Issuer from Livenandro at a price per Warrant of $0.07; and (ii) 463,199 shares of Class A Common Stock of the Issuer from Livenandro at a price per share of $15.48.
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 Livenadro to NCSL was for internal structuring reasons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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:
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. | |
| (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, the Reporting Persons have not engaged in any transaction during the past 60 days involving ordinary shares of the Issuer. | |
| (d) | None. | |
| (e) | Livenandro ceased to be the beneficial holder more than five percent of the Issuer's Class A Common Stock on May 16, 2025. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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