Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2023

AURORA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40143

98-1628701

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

20 North Audley Street

London

W1K 6LX

United Kingdom

(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 share of Class A ordinary share and one-quarter of one redeemable warrant

AURCU

The Nasdaq Stock Market LLC

Class A ordinary share, par value $0.0001 per share

AURC

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 5.07. Submission of Matters to a Vote of Security Holders.

On August 11, 2023, Aurora Acquisition Corp., a Cayman Islands exempted company (“Aurora”), held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”) in lieu of the 2023 annual general meeting. At the Extraordinary General Meeting, a total of 8,700,895 (96.69%) of Aurora’s ordinary shares issued, outstanding and held of record as of July 19, 2023, the record date for the Extraordinary General Meeting, were present either in person or by proxy, which constituted a quorum for the transaction of business. Aurora’s shareholders voted on the following proposals at the Extraordinary General Meeting, which are defined and described in more detail in the definitive proxy statement/prospectus of Aurora, which was filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2023. All capitalized terms used but not defined herein shall have the meanings set forth in the definitive proxy statement/prospectus.

As there were sufficient votes to approve the following proposals, the Adjournment Proposal was not presented to shareholders at the Extraordinary General Meeting.

Proposal No. 1 – The BCA Proposal


Votes For	Votes Against	Abstentions
8,700,276	19	600

Proposal No. 2 – The Domestication Proposal


Votes For	Votes Against	Abstentions
8,700,294	601	0

Organizational Documents Proposals

A) Proposal No. 3a – Organizational Documents Proposal A


Votes For	Votes Against	Abstentions
8,689,669	11,226	0

B) Proposal No. 3b – Organizational Documents Proposal B


Votes For	Votes Against	Abstentions
8,689,669	11,222	4

C) Proposal No. 3c – Organizational Documents Proposal C


Votes For	Votes Against	Abstentions
8,689,669	11,222	4

D) Proposal No. 3d – Organizational Documents Proposal D


Votes For	Votes Against	Abstentions
8,700,271	620	4

Proposal No. 4 – Director Election Proposal

Class B Ordinary Shares Only


Name	Votes For	Votes Against	Abstentions
Harit Talwar	6,825,853	0	0
Vishal Garg	6,825,853	0	0
Michael Farello	6,825,853	0	0
Steven Sarracino	6,825,853	0	0
Riaz Valani	6,825,853	0	0
Prabhu Narasimhan	6,825,853	0	0
Arnaud Massenet	6,825,853	0	0

Proposal No. 5 – The Stock Issuance Proposal


Votes For	Votes Against	Abstentions
8,700,271	20	604

Proposal No. 6 – The Incentive Equity Plan Proposal


Votes For	Votes Against	Abstentions
8,689,670	10,621	604

Proposal No. 7 – The ESPP Proposal


Votes For	Votes Against	Abstentions
8,689,687	10,604	604

Item 8.01 Other Events.

On August 11, 2023, Aurora announced the approval of the foregoing proposals by Aurora’s shareholders and the anticipated closing date of the Business Combination, which is on or about August 22, 2023. A copy of the press release is filed hereto as Exhibit 99.1.

Forward Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” for the purposes of federal securities laws. Such forward-looking statements are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Form 8-K including, without limitation, statements regarding the anticipated closing of the Business Combination, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including, but not limited to: (a) our ability to complete our initial business combination with Better, or any other initial business combination; (b) our ability to obtain additional financing to complete our initial business combination; and (c) the liquidity and trading of our securities. For more information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 17, 2023, the Company’s Registration Statement on Form S-4, which includes the proxy statement/prospectus, filed with the SEC on July 27, 2023 and other documents filed with the SEC. The Company’s securities filings can be

accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

No Offer

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, and otherwise in accordance with applicable law.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.						Description
99.1						Press Release, dated as of August 11, 2023.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

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, thereunto duly authorized.


Aurora Acquisition Corp.

By:			/s/Arnaud Massenet
Name:			Arnaud Massenet
Title:			Chief Executive Officer

August 11, 2023

Exhibit 99.1

Aurora Acquisition Corp. Shareholders Approve Proposed Business Combination with Better HoldCo, Inc.

NEW YORK – August 11, 2023 - Aurora Acquisition Corp. (“Aurora”) (NASDAQ: AURC, AURCU, AURCW), a publicly traded special purpose acquisition company, and Better HoldCo, Inc. (“Better”) today announced that Aurora’s shareholders voted to approve the proposed business combination (the "Business Combination") with Better and each related proposal at an extraordinary general meeting of Aurora’s shareholders (“Special Meeting”) held earlier today, August 11, 2023. Aurora’s sponsor, directors and executive officers (or their respective affiliates) own 97.7% of the issued and outstanding Aurora ordinary shares, including 100% of the issued and outstanding Aurora Class B ordinary shares, and committed to vote in favor of the Business Combination. Better has also received consent from its stockholders to approve the Business Combination.

The closing of the Business Combination is anticipated to occur on or about August 22, 2023. As previously announced, following the closing, the publicly listed company will be named Better Home & Finance Holding Company and its Class A common stock and warrants are expected to begin trading on the Nasdaq stock market under the symbols “BETR” and “BETRW,” respectively.

Aurora will file a Form 8-K disclosing the full voting results with the Securities and Exchange Commission (“SEC”).

About Better

Better is a leading digitally native homeownership company, serving customers in all 50 US states and the United Kingdom through its suite of products including residential mortgage, insurance and real estate services. In just six years since launch, Better has leveraged its industry-leading technology platform, Tinman™, to fund more than $100 billion in mortgage volume. Tinman allows customers to see their rate options in as little as three seconds, get pre-approved in as little as three minutes, lock in rates and get connected to a real estate agent in as little as 30 minutes, and close their loan in as little as three weeks. Better offers a range of mortgage loan products, including GSE-conforming mortgage loans, FHA and VA loans, and jumbo mortgage loans. Better launched its “One-Day Mortgage” program in January 2023. The program allows eligible customers to receive an underwriting determination on their mortgage loan application, in the form of a commitment letter, within 24 hours after locking in their interest rate. From 2019-2022, Better completed approximately $98 billion in mortgage volume, more than $4 billion in real estate transaction volume, as well as $39 billion in coverage written through its insurance arm. Better has earned numerous awards since inception. Better was ranked #1 on LinkedIn’s Top Startups List for 2021 and 2020, #1 on Fortune’s Best Small and Medium Workplaces in New York, #15 on CNBC’s Disruptor 50 2020 list, and was listed on Forbes FinTech 50 for 2020.

About AURORA

Aurora Acquisition Corp. is a special purpose acquisition 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 or entities. Aurora is led by Thor Björgólfsson as its Chairman, Arnaud Massenet as its Chief Executive Officer and Prabhu Narasimhan as its Chief Investment Officer.

Through its philosophy of “founders investing in Founders”, Aurora looks to empower strong management teams and make long-term investments in companies poised for sustained success. Aurora is sponsored by Novator Capital Sponsor Limited. Additional information regarding Aurora may be found at: https://aurora-acquisition.com/.

Forward-looking Statements

This press release contains certain forward-looking statements within the meaning of federal securities laws, including with respect to the proposed Business Combination of Better and Aurora. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. Such factors can be found in Aurora’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and also in the Form S-4 and Aurora’s definitive proxy statement/prospectus relating to the Business Combination. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us or the Business Combination with Better. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Aurora and Better undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.

Contacts

Dara Dierks/Investors, or Keil Decker/Media, for Aurora Acquisition Corp. AuroraAcquisition@icrinc.com

Cover	Aug. 11, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 11, 2023
Entity Registrant Name	AURORA ACQUISITION CORP.
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40143
Entity Tax Identification Number	98-1628701
Entity Address, Address Line One	20 North Audley Street
Entity Address, City or Town	London
Entity Address, Postal Zip Code	W1K 6LX
Entity Address, Country	GB
City Area Code	44 (0)
Local Phone Number	20 3931 9785
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001835856
Amendment Flag	false
Units, each consisting of one share of Class A ordinary share and one-quarter of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A ordinary share and one-quarter of one redeemable warrant
Trading Symbol	AURCU
Security Exchange Name	NASDAQ
Class A ordinary share, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	AURC
Security Exchange Name	NASDAQ
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 [Member]
Document Information [Line Items]
Title of 12(b) Security	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
Trading Symbol	AURCW
Security Exchange Name	NASDAQ