4//SEC Filing
Bjorgolfsson Thor 4
Accession 0001104659-24-111459
CIK 0001835856other
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 4:01 PM ET
Size
10.2 KB
Accession
0001104659-24-111459
Insider Transaction Report
Form 4
Bjorgolfsson Thor
DirectorChairman10% Owner
Transactions
- Other
Class A Common Stock
2024-08-22+20,000→ 20,000 total(indirect: Held through NaMa Capital Limited.)
Holdings
- 916,162(indirect: Held through Novator Capital Sponsor Ltd.)
Class A Common Stock
- 45,800(indirect: Held through Novator Capital Sponsor Ltd.)
Warrant (right to buy)
→ Class A Common Stock (45,800 underlying)
Footnotes (5)
- [F1]On August 22, 2024, NaMa Capital Limited, a company incorporated in Guernsey ("NaMa") entered into a Stock Purchase Agreement by and between NaMa, Unbound HoldCo Ltd and Unbound Consolidator Limited (the "Unbound SPA"). Pursuant to the SPA, NaMa purchased 20,000 shares of Class A common stock of Better Home & Finance Holding Company (f/k/a Aurora Acquisition Corp.) (the "Issuer") from Unbound ConsolidatorCo Limited (after giving effect to the August 2024 50-for-1 reverse stock split of the Issuer). In consideration for the shares purchased by NaMa, NaMa agreed to redeem all participating shares held by NaMa in Unbound ConsolidatorCo Limited and the release of certain funding obligations owed by NaMa's to Unbound ConsolidatorCo Limited. The Unbound SPA contained customary representations, warranties and covenants by, among and for the benefit of the parties.
- [F2]On August 16, 2024, the Issuer effected a 1-for-50 reverse stock split of its Class A common stock (the "Reverse Stock Split"), which is reflected in the Reporting's Person's number of securities beneficially owned reported in this filing.
- [F3]The securities are held of record by NaMa, and Thor Bjorgolfsson may be deemed to have dispositive and voting control over the securities held by NaMa. NaMa is indirectly 99.9% owned by the irrevocable discretionary trust known as The Future Holdings Trust ("FHT") for which BB Trustees 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 NaMa.
- [F4]The securities are held of record by Novator Capital Sponsor Ltd., a Cyprus limited liability company ("NCSL"), and Thor Bjorgolfsson may be deemed to have dispositive and voting control over the securities held by NCSL. NCSL is indirectly 99.9% owned by FHT for which BB Trustees 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 NCSL.
- [F5]As adjusted for the Reverse Stock Split, each Warrant is exercisable to purchase one share of Class A common stock at a price of $575.00 per share, subject to adjustment. The Warrants expire on August 22, 2028, five years after the completion of the business combination between Aurora Acquisition Corp. and the Better Holdco, Inc., a Delaware corporation in August 2022.
Documents
Issuer
Better Home & Finance Holding Co
CIK 0001835856
Entity typeother
Related Parties
1- filerCIK 0001842767
Filing Metadata
- Form type
- 4
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 4:01 PM ET
- Size
- 10.2 KB