Thor Bjorgolfsson - Aug 22, 2024 Form 4 Insider Report for Better Home & Finance Holding Co (BETR)

Role
10%+ Owner
Signature
/s/ Thor Bjorgolfsson
Stock symbol
BETR
Transactions as of
Aug 22, 2024
Transactions value $
$0
Form type
4
Date filed
10/25/2024, 04:01 PM
Previous filing
Oct 20, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BETR Class A Common Stock Other +20K 20K Aug 22, 2024 Held through NaMa Capital Limited. F1, F2, F3
holding BETR Class A Common Stock 916K Aug 22, 2024 Held through Novator Capital Sponsor Ltd. F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BETR Warrant (right to buy) 45.8K Aug 22, 2024 Class A Common Stock 45.8K Held through Novator Capital Sponsor Ltd. F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.