Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Document Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
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, Country | GB | |
Entity Address, Postal Zip Code | W1K 6LX | |
City Area Code | +44(0) | |
Local Phone Number | 20 3931 9785 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001835856 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A ordinary share and one-quarter of one redeemable warrant | ||
Document Entity Information | ||
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 | ||
Document Entity Information | ||
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share | |
Trading Symbol | AURC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 2,048,838 | |
Redeemable warrants exercisable for class common stock | ||
Document Entity Information | ||
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 $11.50 | |
Trading Symbol | AURCW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document Entity Information | ||
Entity Common Stock, Shares Outstanding | 6,950,072 |
UNAUDITED AND AUDITED CONDENSED
UNAUDITED AND AUDITED CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,228,847 | $ 285,307 |
Accounts Receivable | 1,250,000 | |
Prepaid expenses and other current assets | 75,959 | 133,876 |
Total Current Assets | 2,554,806 | 419,183 |
Cash held in Trust Account | 21,317,257 | 282,284,619 |
Total Assets | 23,872,063 | 282,703,802 |
Current liabilities: | ||
Accounts payable and accrued offering costs | 3,604,839 | 4,711,990 |
Related party loans | 412,395 | 2,812,395 |
Deferred credit liability | 16,250,000 | 7,500,000 |
Total Current Liabilities | 20,267,234 | 15,024,385 |
Warrant Liability | 480,601 | 472,512 |
Total Liabilities | 20,747,835 | 15,496,897 |
Commitments and Contingencies | ||
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 54,851 | 18,389,006 |
Retained earnings | 866,886 | 2,188,367 |
Total Shareholders' Equity | 922,616 | 20,578,418 |
Total Liabilities and Shareholders' Equity | 23,872,063 | 282,703,802 |
Class A ordinary share | ||
Shareholders' Equity | ||
Ordinary shares | 184 | 350 |
Class A ordinary shares subject to possible redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 212,598 and 24,300,287 shares at redemption value of $10.36 and $10.15 per share as of June 30, 2023 and December 31, 2022 | 2,201,612 | 246,628,487 |
Class B ordinary shares | ||
Shareholders' Equity | ||
Ordinary shares | $ 695 | $ 695 |
UNAUDITED AND AUDITED CONDENS_2
UNAUDITED AND AUDITED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preference shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preference shares, share authorized | 5,000,000 | 5,000,000 |
Preference shares, share issued | 0 | 0 |
Preference shares, share outstanding | 0 | 0 |
Class A ordinary share | ||
Ordinary shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, share authorized | 500,000,000 | 500,000,000 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary stock subject to possible redemption, outstanding (in shares) | 212,598 | 24,300,287 |
Class A common stock subject to possible redemption, price per share | $ 10.36 | $ 10.15 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, share authorized | 500,000,000 | 500,000,000 |
Ordinary shares issued | 1,836,240 | 3,500,000 |
Ordinary shares outstanding | 1,836,240 | 3,500,000 |
Class B ordinary shares | ||
Ordinary shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, share authorized | 50,000,000 | 50,000,000 |
Ordinary shares issued | 6,950,072 | 6,950,072 |
Ordinary shares outstanding | 6,950,072 | 6,950,072 |
UNAUDITED STATEMENTS OF OPERATI
UNAUDITED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Formation and operating costs | $ 1,836,939 | $ 2,630,587 | $ 3,667,595 | $ 3,721,876 |
Loss from operations | (1,836,939) | (2,630,587) | (3,667,595) | (3,721,876) |
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 192,302 | 420,489 | 2,156,230 | 443,751 |
Change in fair value of warrants | 253,138 | 3,813,346 | (8,089) | 5,891,413 |
Gain on deferred underwriting fee | 182,658 | 182,658 | ||
Gain on extinguishment of debt | 560,368 | 560,368 | ||
Net income (loss) | $ (831,131) | $ 1,785,906 | $ (959,086) | $ 2,795,946 |
Class A ordinary shares subject to possible redemption | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding | 212,598 | 24,300,287 | 7,541,254 | 24,300,287 |
Diluted weighted average shares outstanding | 212,598 | 24,300,287 | 7,541,254 | 24,300,287 |
Basic net income (loss) per share | $ (0.09) | $ 0.05 | $ (0.06) | $ 0.08 |
Diluted net income (loss) per share | $ (0.09) | $ 0.05 | $ (0.06) | $ 0.08 |
Non-Redeemable Class A and Class B Common Stock | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding | 8,786,372 | 10,450,072 | 9,282,724 | 10,450,072 |
Diluted weighted average shares outstanding | 8,786,372 | 10,450,072 | 9,282,724 | 10,450,072 |
Basic net income (loss) per share | $ (0.09) | $ 0.05 | $ (0.06) | $ 0.08 |
Diluted net income (loss) per share | $ (0.09) | $ 0.05 | $ (0.06) | $ 0.08 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Class A ordinary share Common Stock | Class B ordinary shares Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 350 | $ 695 | $ 13,692,181 | $ (6,547,175) | $ 7,146,051 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,500,000 | 6,950,072 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | 1,010,040 | 1,010,040 | |||
Balance at the end at Mar. 31, 2022 | $ 350 | $ 695 | 13,692,181 | (5,537,135) | 8,156,091 |
Balance at the end (in shares) at Mar. 31, 2022 | 3,500,000 | 6,950,072 | |||
Balance at the beginning at Dec. 31, 2021 | $ 350 | $ 695 | 13,692,181 | (6,547,175) | 7,146,051 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,500,000 | 6,950,072 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Redemption of Class A ordinary shares | (287,884) | ||||
Net income (loss) | 2,795,946 | ||||
Balance at the end at Jun. 30, 2022 | $ 350 | $ 695 | 21,726,739 | (3,751,229) | 17,976,555 |
Balance at the end (in shares) at Jun. 30, 2022 | 3,500,000 | 6,950,072 | |||
Balance at the beginning at Mar. 31, 2022 | $ 350 | $ 695 | 13,692,181 | (5,537,135) | 8,156,091 |
Balance at the beginning (in shares) at Mar. 31, 2022 | 3,500,000 | 6,950,072 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement for Class A ordinary shares subject to redemption amount | 287,884 | 287,884 | |||
Derecognition of deferred underwriting fee | 8,322,442 | 8,322,442 | |||
Net income (loss) | 1,785,906 | 1,785,906 | |||
Balance at the end at Jun. 30, 2022 | $ 350 | $ 695 | 21,726,739 | (3,751,229) | 17,976,555 |
Balance at the end (in shares) at Jun. 30, 2022 | 3,500,000 | 6,950,072 | |||
Balance at the beginning at Dec. 31, 2022 | $ 350 | $ 695 | 18,389,006 | 2,188,367 | 20,578,418 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 3,500,000 | 6,950,072 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Interest adjustment to redemption value | (1,676,767) | (1,676,767) | |||
Redemption of Class A ordinary shares | $ (166) | (16,637,434) | (362,395) | (16,999,995) | |
Redemption of Class A ordinary shares (in shares) | (1,663,760) | ||||
Net income (loss) | (127,955) | (127,955) | |||
Balance at the end at Mar. 31, 2023 | $ 184 | $ 695 | 74,805 | 1,698,017 | 1,773,701 |
Balance at the end (in shares) at Mar. 31, 2023 | 1,836,240 | 6,950,072 | |||
Balance at the beginning at Dec. 31, 2022 | $ 350 | $ 695 | 18,389,006 | 2,188,367 | 20,578,418 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 3,500,000 | 6,950,072 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Redemption of Class A ordinary shares | (16,999,995) | ||||
Net income (loss) | (959,086) | ||||
Balance at the end at Jun. 30, 2023 | $ 184 | $ 695 | 54,851 | 866,886 | 922,616 |
Balance at the end (in shares) at Jun. 30, 2023 | 1,836,240 | 6,950,072 | |||
Balance at the beginning at Mar. 31, 2023 | $ 184 | $ 695 | 74,805 | 1,698,017 | 1,773,701 |
Balance at the beginning (in shares) at Mar. 31, 2023 | 1,836,240 | 6,950,072 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement for Class A ordinary shares subject to redemption amount | 19,954 | 19,954 | |||
Net income (loss) | (831,131) | (831,131) | |||
Balance at the end at Jun. 30, 2023 | $ 184 | $ 695 | $ 54,851 | $ 866,886 | $ 922,616 |
Balance at the end (in shares) at Jun. 30, 2023 | 1,836,240 | 6,950,072 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (959,086) | $ 2,795,946 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,156,230) | |
Change in fair value of warrant liability | 8,089 | (5,891,413) |
Gain on deferred underwiting fee | (182,658) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 57,917 | 202,299 |
Accounts receivable | (1,250,000) | 502,956 |
Accounts payable and accrued offering costs | (1,107,150) | 2,114,151 |
Deferred credit liability | 8,750,000 | |
Net cash provided by (used in) operating activities | 3,343,540 | (458,719) |
Cash Flows from Investing Activities | ||
Investment of cash into Trust Account | (443,751) | |
Cash withdrawn from Trust Account in connection with redemption | 263,123,592 | |
Net cash provided by (used in) investing activities Net cash provided by (used in) investing activities | 263,123,592 | (443,751) |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related party | 900,100 | |
Repayment of promissory note - related party | (2,400,000) | |
Redemption of Class A ordinary shares | (263,123,592) | |
Net cash provided by (used in) financing activities | (265,523,592) | 900,100 |
Net Change in Cash | 943,540 | (2,370) |
Cash - Beginning of period | 285,307 | 37,645 |
Cash - End of period | 1,228,847 | 35,275 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Adjustment to redemption value | $ 16,999,995 | 287,884 |
Deferred underwriting fee payable | $ 8,322,442 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aurora Acquisition Corp. (the “Company” or “Aurora”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company is an early stage and emerging growth company, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of May 10, 2021, the Company entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”) with Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Better HoldCo, Inc., a Delaware corporation (“Better”). All activity for the period from October 7, 2020 (inception) through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering” or “IPO”), which is described below, and activities in connection with entering into the Merger Agreement. Since our Initial Public Offering, our only costs have been identifying a target for our initial Business Combination, negotiating the transaction with Better, and maintaining our Company and SEC reporting. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on cash and cash equivalents. The Company incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses incurred by conducting due diligence on prospective Business Combination candidates, including Better. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on March 3, 2021. On March 8, 2021, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,500,000 private placement units (the “Novator Private Placement Units”), consisting of one Class A ordinary shares (the “Novator Private Placement Shares”) and one-quarter of one redeemable warrant (each whole warrant exercisable for one Class A ordinary share) (the “Novator Private Placement Warrants”), at a price of $10.00 per Novator Private Placement Unit in a private placement to Novator Capital Sponsor Ltd. (the “Sponsor”), an affiliate of Novator Capital Ltd., directors, and executive officers of the Company, generating gross proceeds of $35,000,000. In addition, the Company consummated the sale of 4,266,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor and certain of the Company’s directors and executive officers, generating gross proceeds of $6,400,000, which is described in Note 3. Transaction costs amounted to $13,946,641 consisting of $4,860,057 of underwriting fees, $8,505,100 of deferred underwriting fees (see Note 5) and $581,484 of other offering costs. Following the closing of Aurora’s Initial Public Offering on March 8, 2021, an amount equal to $255,000,000 ($10.00 per unit) (see Note 6) from the proceeds from Aurora’s Initial Public Offering and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”). Additionally, the cash held in the Trust Account is comprised of the gross proceeds from the Initial Public Offering of $220,000,000, $23,002,870 from the gross proceeds of the partial exercise of the Underwriters over-allotment option, $35,000,000 from 3,500,000 units at a price $10.00 per unit and interest income earned on the trust account funds since its establishement, including interest income of $2,156,230 for the six months ended June 30, 2023. As of June 30, 2023, funds in the Trust Account totaled approximately $21,317,257 and, since on or about February 24, 2023 are held in a cash and cash equivalents account that will likely receive minimal, if any, interest, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On March 10, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 2,300,287 Units issued for an aggregate amount of $23,002,870 in gross proceeds ($22,542,813 of net proceeds). In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 306,705 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $460,057. The funds held in the Trust Account were, since our IPO until on or about February 24, 2023, held only invested in U.S. “government securities” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), in connection with the extraordinary general meeting held to approve the Extension, we instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and now hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of the completion of a business combination or our liquidation. The Company’s management has broad discretion with respect to the specific uses of the funds in the Trust Account, although substantially all of the funds are intended to be applied generally toward completing a Business Combination and to pay the deferred portion of the underwriters’ discount associated with the Initial Public Offering and partial exercise of the underwriters’ over-allotment option. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Following the February 2023 liquidation of the assets in the Trust Account, we have and will continue to receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the Trust Account had remained in U.S. government treasury obligations or money market funds. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares, with the exception of the Founder Shares (as defined below) and Novator Private Placement Shares, upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two If the Company seeks shareholder approval in connection with a Business Combination, it will need to receive an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company (assuming a quorum is present). If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote their Class B ordinary shares (the “Founder Shares”), Novator Private Placement Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination (although they have not waived rights to liquidating distributions from the trust account with respect to any Class A ordinary shares it or they hold if Aurora fails to consummate a Business Combination within the required period). However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor and the Company’s directors and officers have agreed (a) to waive their redemption rights with respect to any Founder Shares, Novator Private Placement Shares and Public Shares held by them in connection with the completion of a Business Combination (although they have not waived rights to liquidating distributions from the trust account with respect to any Class A ordinary shares it or they hold if Aurora fails to consummate a Business Combination within the required period) and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company had until 24 months from the closing of the Initial Public Offering to complete a Business Combination. On February 24, 2023, the Company obtained shareholder approval to extend the date by which the Company must complete the Initial Business Combination to September 30, 2023 (the “Combination Period”). In the event that the Company does not consummate a Business Combination within this timeline, the Company can seek a further extension, provided it has shareholder approval. If the Company is unable to complete a Business Combination by September 30, 2023 (unless further extended with shareholder approval), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares and Novator Private Placement Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares and Novator Private Placement Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, any Public Shares acquired by the Sponsor or the Company’s directors and officers and Novator Private Placement Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination by September 30, 2023 (unless further extended with shareholder approval). The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination by September 30, 2023 (unless further extended with shareholder approval) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares and Novator Private Placement Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. As a condition to the consummation of the Business Combination, the board of directors of the Company has unanimously approved a change of the Company’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the consummation of the Business Combination, the Company will change its name to “Better Home & Finance Holding Company.” Recent Developments On August 26, 2022, Aurora, Better and the Sponsor entered into a letter agreement (the “First Novator Letter Agreement”) to, among other things, defer the maturity date of the Pre-Closing Bridge Notes (as defined below) held by the Sponsor to March 8, 2023, subject to SoftBank consenting to extending the maturity of its Pre-Closing Bridge Notes accordingly. On February 7, 2023, Aurora, Better and the Sponsor entered into a letter agreement (the “Second Novator Letter Agreement”) to defer the maturity date of the Pre-Closing Bridge Notes held by the Sponsor until September 30, 2023. Furthermore, pursuant to the Second Novator Letter Agreement, subject to Better receiving requisite approval therefor (which Better has agreed to use reasonable best efforts to obtain), the parties agreed that, if the proposed Business Combination has not been consummated by the maturity date of the Pre-Closing Bridge Note, the Sponsor will have the option, without limiting its rights under the Pre-Closing Bridge Note Purchase Agreement (as defined below) to alternatively exchange its Pre-Closing Bridge Notes on or before the maturity date as follows: (x) for a number of shares of Better preferred stock at a conversion price that represents a 50% discount to the $6.9 billion pre-money equity valuation of Better or (y) for a number of shares of the Company’s Class B common stock at a price per share that represents a 75% discount to the $6.9 billion pre-money equity valuation of Better. In addition, under the Second Novator Letter Agreement, Better agreed to reimburse Aurora for one-half of its reasonable and documented fees and expenses in connection with regulatory matters arising out of or relating to the transactions contemplated by the Merger Agreement on or after the date thereof, in an aggregate amount not to exceed $2,500,000, structured in two tranches to be paid on each of June 1, 2023 and September 1, 2023. As of June 30, 2023, Better has not yet reimbursed the first payment due on June 1, 2023 in the amount of $1,250,000, so Aurora has a receivable of $1,250,000. On January 9, 2023, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of shareholders within 12 months after its fiscal year ended December 31, 2021, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), Aurora submitted a plan to regain compliance on February 17, 2023. We believe the combined annual and extraordinary general meeting the Company held on February 24, 2023 satisfied this requirement under Nasdaq Listing Rules. On February 8, 2023, the Company repaid an aggregate principal amount of $2.4 million under the unsecured promissory note (as amended and restated on February 23, 2022, the “Note”) issued to the Sponsor (“Payee”) on May 10, 2021 and as amended and restated on February 23, 2022. After giving effect to this repayment, the amount outstanding under the Note is $412,395. As of June 30, 2023, the amount outstanding under the Note was $412,395. On February 24, 2023, we held a combined annual and extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which Aurora had to complete a business combination from March 8, 2023 to September 30, 2023 (the “Extension”). In connection with the approval of the Extension, public shareholders elected to redeem an aggregate of 24,087,689 Class A ordinary shares and the Sponsor elected to redeem an aggregate of 1,663,760 Class A ordinary shares. As a result, an aggregate of $263,123,592 (or approximately $10.2178 per share) was released from the Trust Account to pay such shareholders and the Sponsor and 2,048,838 Class A ordinary shares were issued and outstanding as of June 30, 2023. Also on February 24, 2023, Aurora, Merger Sub and Better entered into Amendment No. 5 to the Merger Agreement, pursuant to which the parties agreed to extend the Agreement End Date (as defined in the Merger Agreement) from March 8, 2023 to September 30, 2023. On April 24, 2023, the Company received a further letter (the “Public Float Notice”) from the Listing Qualifications department of Nasdaq notifying us that Aurora no longer meets the minimum 500,000 publicly held shares required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(4) (the “Public Float Standard”). The Public Float Notice required that the Company provide Nasdaq with a specific plan to achieve and sustain compliance with all Nasdaq listing requirements, including the time frame for completion of this plan, by June 8, 2023. The Public Float Notice is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of Aurora’s securities on the Nasdaq. On June 8, 2023, the Company provided to Nasdaq our plan to meet the Public Float Standard, including actions to be taken with respect to the Business Combination, and will continue to evaluate available options to regain compliance with the Nasdaq continued listing standards. On June 20, 2023, the Company received a response from Nasdaq confirming that the Company had been granted an extension to regain compliance with the Public Float Standard. The Company must now file with the SEC and Nasdaq, on or before October 3, 2023, a public document containing the Company’s then current total shares outstanding and a beneficial ownership table in accordance with SEC proxy rules. In the event that the Company does not satisfy such terms, Nasdaq may provide written notification that the Company’s securities will be delisted and we will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. On June 21, 2023, the Company received an additional letter (the “MVLS Notice”) from the Listing Qualifications department of Nasdaq notifying the Company that, for the prior 30 consecutive business days, Aurora’s Market Value of Listed Securities (“MVLS”) with respect to Aurora Class A ordinary shares was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”). The Company has 180 calendar days from the date of the MVLS Notice (the “Compliance Period”), or until December 18, 2023, to regain compliance with the Market Value Standard. The MVLS Notice states that if, at any time during the Compliance Period, the market value of Aurora’s Class A ordinary shares closes at a value of at least $35 million for a minimum of ten On June 23, 2023, the Company, Merger Sub and Better entered into Amendment No. 6 (“Amendment No. 6”) to the Merger Agreement, which amended the Proposed Form of Certificate of Incorporation upon Domestication at Exhibit A to the Merger Agreement to implement a corrective change to the authorized share capital of the combined company. Specifically, the Form of Certificate of Incorporation was amended in order to: (i) increase the total number of shares of all classes of stock that the combined company will have authority to issue from 3,250,000,000 to 3,400,000,000; (ii) increase the number of shares of Class A common stock that the combined company will have authority to issue from 1,750,000,000 to 1,800,000,000; and (iii) increase the number of shares of Class B common stock that the combined company will have authority to issue from 600,000,000 to 700,000,000. On or around July 11, 2023, a vendor and legal advisor to the Company agreed to reduce total fees then due from the Company by approximately $560,000 to $350,000. The Company had previously paid the advisor an aggregate of approximately $2 million for services provided, and immediately prior to the adjustment the Company had a balance outstanding of approximately $910,000, therefore reducing the fees by approximately $560,000. The services were provided during current and prior periods, including the quarter ended June 30, 2023. The vendor has neither received financial nor non-financial benefits in exchange for the reduction in fees. The Company recorded debt extinguishment of the liability as well as recognized a gain in the current period related to the debt extinguishment in the amount of approximately $560,000. Risks and Uncertainties Management has evaluated the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern Liquidity and Management’s Plan As of June 30, 2023, the Company had $1,228,847 in its operating bank account, and a working capital deficit of $17,712,429. On August 26, 2022, Aurora entered into Amendment No. 4 (“Amendment No. 4”) to the Merger Agreement, by and among, Aurora, Merger Sub and Better. Pursuant to Amendment No. 4, the parties agreed to extend the Agreement End Date (as defined in the Merger Agreement) to March 8, 2023. Pursuant to Amendment No. 4, Better agreed to reimburse the Company, for reasonable transaction expenses as defined in the Merger Agreement, up to an aggregate amount not to exceed $15,000,000. As of June 30, 2023, $11,250,000 had been received in two tranches from Better, and, on April 4, 2023, Better transferred the third tranche of $3,750,000 (net of the accounts payable amount that was owed to a third party provider on behalf of Aurora), each as part of Better’s agreement to reimburse Aurora for transaction expenses as defined in the Merger Agreement. In addition, under the Second Novator Letter Agreement, Better agreed to reimburse Aurora for one-half of its reasonable and documented fees and expenses in connection with regulatory matters arising out of or relating to the transactions contemplated by the Merger Agreement on or after the date thereof, in an aggregate amount not to exceed $2,500,000, structured in two tranches to be paid on each of June 1, 2023 and September 1, 2023. As of June 30, 2023, Better has not yet reimbursed the first payment due on June 1, 2023 in the amount of $1,250,000, so Aurora has a receivable of $1,250,000. In addition, the Company issued the Note to the Sponsor (“Payee”) pursuant to which the Company could borrow up to an aggregate principal amount of $4,000,000. Should the Company’s operating costs, in relation to its proposed Business Combination, exceed the amounts still available and not currently drawn under the promissory note, the Sponsor shall increase the amount available under the Note to cover such costs, subject to an aggregate cap of $12,000,000. This amount was reflective of estimated total costs of the Company through August 15, 2024. As of June 30, 2023, the amount outstanding under the Note was $412,395. In addition, as consideration for the Limited Waiver, the Sponsor agreed to reimburse the Company for reasonable and documented expenses incurred by the Company in connection with the proposed Business Combination, up to the actual aggregate amount of Novator Private Placement Shares redeemed by the Sponsor in connection with the Limited Waiver (the “Sponsor Redeemed Amount”), to the extent such expenses are not otherwise subject to reimbursement by Better pursuant to the Merger Agreement. In the event that the Company does not consummate a Business Combination by September 30, 2023, the Company can seek a further extension, provided we have our shareholder approval. Accordingly, management has evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of a Business Combination or one year from the date of this filing. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in conformity in U.S. dollars with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, a significant accounting estimate included in these financial statements is the valuation of the warrant liability. Such estimates may be subject to change as more current information becomes available. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Investments Held in the Trust Account On or around February 24, 2023, the Company liquidated its funds in the Trust Account and moved them to a cash and cash equivalent account that will likely receive minimal, if any, interest. Prior to this date and as of December 31, 2022, all assets in the Trust Account were money market funds which were invested primarily in U.S. Treasury Securities. Deferred offering costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering. On June 22, 2022, Barclays Capital Inc. (“Barclays”), resigned from its role as underwriter and financial advisor to Aurora. In connection with such resignation, Barclays waived their entitlement to certain fees which would be owed upon completion of the proposed Business Combination, which was comprised of approximately $8.5 million as a deferred underwriting fee and financial advisory fee. Accordingly, the Company derecognized the liability for the deferred underwriting and financial advisory fee in the quarter ending June 30, 2022 that was accrued as of December 31, 2021. As of June 30, 2023, there is no liability for the deferred underwriting or financial advisory fee. Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption would be classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Class A ordinary shares subject to possible redemption Class A ordinary shares subject to redemption – December 31, 2022 $ 246,628,487 Plus: Reclass of permanent equity to temporary equity 16,999,995 Interest adjustment to redemption value 1,676,767 Less: Shares redeemed by public (246,123,596) Shares redeemed by Sponsor (16,999,995) Class A ordinary shares subject to redemption – March 31, 2023 $ 2,181,658 Adjustment to redemption value 19,954 Class A ordinary shares subject to redemption – June 30, 2023 $ 2,201,612 Warrant Liability At June 30, 2023 and December 31, 2022, there were 6,075,049 and 6,075,050 Public Warrants outstanding, respectively, and 5,448,372 Private Placement Warrants outstanding (including warrants included in the Novator Private Placement Units). The Company accounts for the Public Warrants and Private Placement Warrants (including warrants included in the Novator Private Placement Units) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net income (loss) per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the Warrants sold in the Public Offering and Private Placement Warrants to purchase an aggregate of 11,523,421 shares in the calculation of diluted loss per share in connection with the Novator Private Placement Units, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for Common Stock subject to possible redemption in a manner similar to the two-class method of income per common stock. According to SEC guidance, common stock that is redeemable based on a specified formula is considered to be redeemable at fair value if the formula is designed to equal or reasonably approximate fair value. When deemed to be redeemable at fair value, the weighted average redeemable shares would be included with the non-redeemable shares in the denominator of the calculation and initially calculated as if they were a single class of common stock. The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Three Months Ended June 30, 2023 June 30, 2022 Class A Common Stock subject to possible redemption Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (19,635) $ 1,248,851 Net earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (19,635) $ 1,248,851 Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 212,598 24,300,287 Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption $ (0.09) $ 0.05 Non-Redeemable Class A and Class B Common Stock Numerator: Net income (loss) minus net earnings Net income (loss) $ (811,496) $ 537,055 Less: Net earnings (losses) attributable to Class A Common Stock subject to possible redemption — — Non-redeemable net income (loss) $ (811,496) $ 537,055 Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 8,786,312 10,450,072 Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B Common Stock $ (0.09) $ 0.05 Six Months Ended June 30, 2023 June 30, 2022 Class A Common Stock subject to possible redemption Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (429,904) $ 1,955,153 Net earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (429,904) $ 1,955,153 Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 7,541,254 24,300,287 Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption $ (0.06) $ 0.08 Non-Redeemable Class A and Class B Common Stock Numerator: Net income (loss) minus net earnings Net income (loss) $ (529,182) $ 840,793 Less: Net earnings (losses) attributable to Class A Common Stock subject to possible redemption — — Non-redeemable net income (loss) $ (529,182) $ 840,793 Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 9,282,724 10,450,072 Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B Common Stock $ (0.06) $ 0.08 Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000 and up to £85,000 by the Financial Services Compensation Scheme per financial institution in the United Kingdom. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
PRIVATE PLACEMENTS | |
PRIVATE PLACEMENTS | NOTE 3. PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor, and certain of the Company’s directors and officers purchased an aggregate of 4,266,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,400,000 from the Company. The Sponsor and certain of the Company’s directors and officers agreed to purchase up to an additional 440,000 Private Placement Warrants, for an aggregate purchase price of an additional $660,000, if the over-allotment option is exercised in full or in part by the underwriters. On March 10, the Sponsor and certain of the Company’s directors and officers purchased 306,705 Private Placement Warrants for an additional aggregate purchase price of $460,057 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares and the shares included in the Novator Private Placement Units (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. In connection with the execution of the Merger Agreement, the Sponsor entered into a letter agreement (the “Sponsor Agreement”) with Aurora on November 9, 2021, pursuant to which the Sponsor will forfeit upon closing 50% of its Aurora private placement warrants and 20% of the Better Home & Finance Class A common stock retained by the Sponsor as of the Closing will become subject to transfer restrictions, contingent upon the price of Better Home & Finance Class A common stock exceeding certain thresholds (“Sponsor Locked-Up Shares”). The Sponsor and certain of the Company’s directors and officers also purchased 3,500,000 Novator Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $35,000,000. Each Private Placement Unit consists of one Novator Private Placement Share and one On February 24, 2023, we held a combined annual and extraordinary general meeting pursuant to which the Company’s shareholders approved the Extension. In connection with the approval of the Extension, public shareholders elected to redeem an aggregate of 24,087,689 Class A ordinary shares and the Sponsor elected to redeem an aggregate of 1,663,760 Class A ordinary shares. As a result, an aggregate of $263,123,592 (or approximately $10.2178 per share) was released from the Trust Account to pay such shareholders and the Sponsor and 2,048,838 Class A ordinary shares were issued and outstanding at June 30, 2023. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares (or Novator Private Placement Shares) until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,500,000 Novator Private Placement Units at a price of $10.00 per Novator Private Placement Unit in a private placement to the Sponsor, directors, and executive officers of the Company, generating gross proceeds of $35,000,000. In addition, the Company consummated the sale of 4,266,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor and certain of the Company’s directors and executive officers, generating gross proceeds of $6,400,000, which is described in Note 3. Prior to the closing of Aurora’s Initial Public Offering, the Sponsor sold an aggregate of 1,407,813 Class B ordinary shares (Founder Shares) to certain independent directors. All Founder Shares are subject to transfer restrictions which limit the ability of the independent directors to transfer or otherwise deal with such shares, except in certain limited circumstances such as transfers to affiliates and the gifting to immediate family members. The Founder Shares were effectively sold to the independent directors subject to a performance condition - i.e., the consummation of a business combination, which is subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. The fair value of the shares on the date they were transferred to the independent directors was estimated to be approximately $6,955,000, however if the performance condition is not satisfied the fair value of the shares transferred is zero. Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature, hence recognition of compensation cost is deferred until consummation of the business combination. This position is based on the principle established in the guidance on business combinations in ASC 805-20-55-50 and 55-51. The Company believes a similar approach should be applied under ASC 718 and that a contingent event for realization of the compensation expense is the business combination. Pre-Closing Bridge Notes On November 2, 2021, Aurora entered into a convertible bridge note purchase agreement (the “Pre-Closing Bridge Note Purchase Agreement”), dated as of November 30, 2021, with Better, SB Northstar LP and the Sponsor (SB Northstar LP and the Sponsor, together, the “Purchasers”). Under the Pre-Closing Bridge Note Purchase Agreement, Better issued $750,000,000 of bridge notes (the “Pre-Closing Bridge Notes”) that convert to shares of Class A common stock of Aurora (post-proposed Business Combination and domestication) in connection with the closing of the proposed Business Combination, with SB Northstar LP and the Sponsor, as Purchasers, purchasing $650 million and $100 million, respectively, of such Pre-Closing Bridge Notes. The Pre-Closing Bridge Note Purchase Agreement will result in the issuance of either Better Class A common stock, a new series of preferred stock of Better (as described below), or Better common stock (together, the “Pre-Closing Bridge Conversion Shares”, as applicable) as follows: (i) upon closing of the proposed Business Combination, the Pre-Closing Bridge Notes will convert into shares of Better Class A common stock at a conversion rate of one share per $10 of consideration; (ii) if the closing of the proposed Business Combination does not occur by the September 30, 2023, or in the event of a Corporate Transaction or Merger Withdrawal (each as defined in the Pre-Closing Bridge Note Purchase Agreement) prior to September 30, 2023 or prior to the time when a Pre-Closing Bridge Note may otherwise be converted pursuant to the Pre-Closing Bridge Note Purchase Agreement, the Pre-Closing Bridge Notes will convert into a new series of preferred stock of Better, which series will be identical to Better’s Series D Preferred Stock, provided that the ratchet adjustment provisions relating to Better’s Series D Preferred Stock will not apply, and such series will vote together with Better’s Series D Preferred Stock as a single class on all matters; or (iii) in the event of a termination of the Merger Agreement (a) by Better, arising out of or resulting from breaches on the part of Aurora or the Sponsor, (b) by Better, arising out of or resulting from breaches on the part of Aurora or any Subscriber in connection with any Subscription Agreement or (c) arising out of or resulting from breaches on the part of Aurora, SB Northstar LP or the Sponsor in connection with the Pre-Closing Bridge Note Purchase Agreement or any ancillary agreement, the bridge notes will convert into shares of Better common stock. On August 26, 2022, Aurora, Better and Novator entered into the First Novator Letter Agreement to, among other things, extend the maturity date of the Pre-Closing Bridge Notes held by the Sponsor to March 8, 2023, subject to SB Northstar LP consenting to extending the maturity of its Pre-Closing Bridge Notes accordingly. On February 7, 2023, Aurora, Better and the Sponsor entered into the Second Novator Letter Agreement, pursuant to which, subject to Better receiving requisite approval therefor (which Better has agreed to use reasonable best efforts to obtain), the parties agreed that, if the proposed Business Combination has not been consummated by the maturity date of the Pre-Closing Bridge Notes, the Sponsor will have the option, without limiting its rights under the Pre-Closing Bridge Note Purchase Agreement to alternatively exchange its Pre-Closing Bridge Notes on or before the maturity date as follows: (x) for a number of shares of Better preferred stock at a conversion price that represents a 50% discount to the $6.9 billion pre-money equity valuation of Better or (y) for a number of shares of the Company’s Class B common stock at a price per share that represents a 75% discount to the $6.9 billion pre-money equity valuation of Better. On the same date, the Sponsor and Better agreed to defer the maturity date of the Pre-Closing Bridge Notes until September 30, 2023. Director Services Agreement and Director Compensation On October 15, 2021, Merger Sub entered into a Director’s Services Agreement (the “DSA”) by and among Merger Sub, Caroline Jane Harding, and the Company, effective as of May 10, 2021. On October 29, 2021, the DSA was amended, and the amended DSA was ratified by the Compensation Committee on November 3, 2021. Under the terms of the DSA, Ms. Harding is to provide services to Merger Sub, which include acting as a non-executive director and president and secretary of Merger Sub. Ms. Harding will receive $50,000 in annual payments (and in certain circumstances an incremental hourly fee of $500). In addition, the Company remunerates Ms. Harding $10,000 per month for professional services rendered to our Company in her role as chief financial officer and $15,000 per year and an incremental hourly fee of $500 in certain circumstances for her service on our board of directors. Additionally, in contemplation of her services to Aurora, Ms. Harding received a $50,000 payment on March 21, 2021, and was entitled to receive a $75,000 payment on March 21, 2023, which was paid on April 11, 2023. As of June 30, 2023 and December 31, 2022, $300,000 and $87,875 was accrued, respectively, and as of June 30, 2023 and 2022, $492,500 and $117,500 was expensed for above services, respectively. If we do not have sufficient funds to make the payments due to Ms. Harding as set forth herein professional services provided by her, we may borrow funds from our sponsor or an affiliate of the initial shareholders or certain of our directors and officers to enable us to make such payments. Related Party Merger Agreement On May 10, 2021, the Company entered into the Merger Agreement, by and among the Company, Merger Sub, and Better, relating to, among other things, (i) each of the mergers of (x) Merger Sub, with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora (the “First Merger”), and (y) Better with and into Aurora, with Aurora surviving the merger (together with the First Merger, the “Mergers”), and (ii) as a condition to the effectiveness of the Mergers, the proposal of the Company to change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and domesticating as a Delaware corporation pursuant to Section 388 of the General Corporation Law of the State of Delaware (the “Domestication”), subject to the approval thereof by the shareholders of the Company. On October 27, 2021, Aurora entered into Amendment No. 1 (“Amendment No. 1”) to the Merger Agreement, by and among Aurora, Merger Sub and Better. Pursuant to Amendment No. 1, the parties agreed to, among other things, (i) eliminate the reference to a letter of transmittal in the exchange procedures provisions of the Merger Agreement and (ii) amend the proposed form of Certificate of Incorporation of Better Home & Finance Holding Company to include the lock-up provision applicable to stockholders that beneficially owned greater than 1% of Better capital stock as of the execution date of the Merger Agreement that was previously contemplated to be included in a letter of transmittal. On November 9, 2021, Aurora entered into Amendment No. 2 (“Amendment No. 2”) to the Merger Agreement, by and among, Aurora, Merger Sub and Better. Amendment No. 2 includes a further amendment to the proposed form of Certificate of Incorporation of Better Home & Finance Holding Company to eliminate the lock-up provision that was applicable to stockholders that beneficially owned greater than 1% of Better capital stock as of the execution date of the Merger Agreement that have not already signed the Better Holder Support Agreement (as defined in the Merger Agreement). On November 30, 2021, Aurora entered into Amendment No. 3 (“Amendment No. 3”) to the Merger Agreement, by and among, Aurora, Merger Sub and Better. Pursuant to Amendment No. 3, among other things, the parties (i) adjusted the mix of consideration to be received by stockholders of Better, (ii) extended the outside date pursuant to which the parties may elect to terminate the Merger Agreement in accordance with its terms from February 12, 2022 to September 30, 2022 (subject to extensions relating to specified regulatory approvals), and (iii) provided for certain additional amendments consistent with the foregoing changes and changes contemplated by certain other documents previously described and filed by Aurora in its Current Report on Form 8-K on December 2, 2021, including a bridge note purchase agreement, amendments to certain existing subscription agreements, and termination of the redemption subscription agreement, all as described therein. On August 26, 2022, Aurora entered into Amendment No. 4 by and among, Aurora, Merger Sub and Better. Pursuant to Amendment No. 4, the parties agreed to extend the Agreement End Date (as defined in the Merger Agreement) to March 8, 2023. In consideration of extending the Agreement End Date, Better will reimburse Aurora for certain reasonable and documented expenses in an aggregate sum not to exceed $15,000,000. The reimbursement payments are structured in three tranches. The first payment of $7,500,000 was made within 5 business days after the execution of Amendment No. 4, the second payment of $3,750,000 was made on February 6, 2023 and, on April 4, 2023, Better transferred the third tranche of $3,750,000 (net of the accounts payable amount that was owed to a third party provider on behalf of Aurora). Aurora, Merger Sub and Better also agreed to amend the Merger Agreement to provide a waiver from the exclusivity provisions thereof to allow Better to discuss alternative financing structures with SB Northstar LP. The Company has treated the inflow of cash with an offsetting liability that is considered the Deferred Credit Liability within the financial statements, in the way relevant fees are repaid by the Company before the IPO as this cash was not a capital contribution from the Sponsor, but merely a reimbursement from Better for expenses paid by the Company. As the merger has not yet occurred as of June 30, 2023, Better will be responsible for handling the equity effect once the merger occurs and reduce the liability of the combined entity. In the event of the merger or liquidation, the liability will be extinguished on Company’s financial statements. In addition, on February 7, 2023, Aurora, the Sponsor and Better entered into the Second Novator Letter Agreement, whereby Better agreed to reimburse Aurora for one-half of its reasonable and documented fees and expenses in connection with regulatory matters arising out of or relating to the transactions contemplated by the Merger Agreement on or after the date thereof, in an aggregate amount not to exceed $2,500,000, structured in two tranches to be paid on each of June 1, 2023 and September 1, 2023. As of June 30, 2023, Better has not yet reimbursed the first payment due on June 1, 2023 in the amount of $1,250,000, so Aurora has a receivable of $1,250,000. On February 24, 2023, Aurora, Merger Sub and Better entered into Amendment No. 5 to the Merger Agreement, pursuant to which the parties agreed to extend the Agreement End Date (as defined in the Merger Agreement) from March 8, 2023 to September 30, 2023. On June 23, 2023, Aurora, Merger Sub and Better entered into Amendment No. 6, which amended the Proposed Form of Certificate of Incorporation upon Domestication at Exhibit A to the Merger Agreement to implement a corrective change to the authorized share capital of the combined company. Specifically, the Form of Certificate of Incorporation was amended in order to: (i) increase the total number of shares of all classes of stock that the combined company will have authority to issue from 3,250,000,000 to 3,400,000,000; (ii) increase the number of shares of Class A common stock that the combined company will have authority to issue from 1,750,000,000 to 1,800,000,000; and (iii) increase the number of shares of Class B common stock that the combined company will have authority to issue from 600,000,000 to 700,000,000. Promissory Note from Related Party On May 10, 2021, the Company issued the Note to the Sponsor (“Payee”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Note was non-interest bearing and payable by check or wire transfer of immediately available funds or as otherwise determined by the Company to such account as the Payee may from time to time designate by written notice in accordance with the provision of the Note. Effective as of the date hereof, this Note amended and restated in its entirety that certain promissory note dated as of December 9, 2020 (the “Prior Note”) issued by the Company to the Payee in the principal amount of $300,000 . On February 23, 2022, the Note was again amended and restated pursuant to which Aurora could borrow an aggregate principal amount of to $4,000,000. Should the Company’s operating costs, in relation to its proposed Business Combination, exceed the amounts still available and not currently drawn under the Note, the Sponsor shall increase the amount available under the Note to cover such costs, subject to an aggregate cap of $12,000,000. This amount was reflective of estimated total costs of the Company through August 15, 2024 in relation to the Business Combination, in the event the Business Combination is unsuccessful. In the event that the Company does not consummate a Business Combination by September 30, 2023, we can seek a further extension, provided we have our shareholder approval. On February 8, 2023, we repaid an aggregate principal amount of $2.4 million under the Note. After giving effect to this repayment, the amount outstanding under the Note is $412,395. As of June 30, 2023 and December 31, 2022 the amount outstanding under the Note was $412,395 and $2,812,395, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration and shareholder rights agreement entered into on March 3, 2021, the Sponsor and the Company’s directors and executive officers have rights to require the Company to register any of its securities held by them for resale under the Securities Act. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, the holders of the Founder Shares, Private Placement Warrants, Novator Private Placement Shares, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Novator Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement In connection with the IPO, the Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments, if any, and on March 10, 2021, the Company issued 2,300,287 Units to the underwriters pursuant to such option, at the Initial Public Offering price, less the underwriting discounts and commissions. The Units sold pursuant to the underwriters’ partial exercise of such option were sold at a price of $10.00 per Unit, generating gross proceeds of $23,002,870 to the Company and net proceeds equal to $22,542,813 after the deduction of the 2% underwriting fee. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit (including the Units sold in connection with the underwriters’ partial exercise of their over-allotment option) from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On June 22, 2022, Barclays, resigned from its role as underwriter and financial advisor to Aurora In connection with such resignation, Barclays waived their entitlement to certain fees which would be owed upon completion of the proposed Business Combination, which was comprised of approximately $8.5 million as a deferred underwriting fee and financial advisory fee. Accordingly, the Company derecognized the liability for the deferred underwriting and financial advisory fees in the quarter ending June 30, 2022 that was accrued as of December 31, 2021. As of June 30, 2023, there is no liability for the deferred underwriting or financial advisory fee. Pre-Closing Bridge Notes On November 2, 2021, Aurora entered into the Pre-Closing Bridge Note Purchase Agreement, dated as of November 30, 2021, with Better and the Purchasers. Under the Pre-Closing Bridge Note Purchase Agreement, Better issued $750,000,000 of Pre-Closing Bridge Notes that convert to shares of Class A common stock of Aurora (post-proposed Business Combination and domestication) in connection with the closing of the proposed Business Combination, with SB Northstar LP and the Sponsor, as Purchasers, purchasing $650 million and $100 million, respectively, of such Pre-Closing Bridge Notes. The Pre-Closing Bridge Note Purchase Agreement will result in the issuance of Pre-Closing Bridge Conversion Shares as follows: (i) upon closing of the proposed Business Combination, the Pre-Closing Bridge Notes will convert into shares of Better Class A common stock at a conversion rate of one share per $10 of consideration; (ii) if the closing of the proposed Business Combination does not occur by the September 30, 2023, or in the event of a Corporate Transaction or Merger Withdrawal (each as defined in the Pre-Closing Bridge Note Purchase Agreement) prior to September 30, 2023 or prior to the time when a Pre-Closing Bridge Note may otherwise be converted pursuant to the Pre-Closing Bridge Note Purchase Agreement, the Pre-Closing Bridge Notes will convert into a new series of preferred stock of Better, which series will be identical to Better’s Series D Preferred Stock, provided that the ratchet adjustment provisions relating to Better’s Series D Preferred Stock will not apply, and such series will vote together with Better’s Series D Preferred Stock as a single class on all matters; or (iii) in the event of a termination of the Merger Agreement (a) by Better, arising out of or resulting from breaches on the part of Aurora or the Sponsor, (b) by Better, arising out of or resulting from breaches on the part of Aurora or any Subscriber in connection with any Subscription Agreement or (c) arising out of or resulting from breaches on the part of Aurora, SB Northstar LP or the Sponsor in connection with the Pre-Closing Bridge Note Purchase Agreement or any ancillary agreement, the bridge notes will convert into shares of Better common stock. On August 26, 2022, Aurora, Better and Novator entered into the First Novator Letter Agreement to, among other things, extend the maturity date of the Pre-Closing Bridge Notes held by the Sponsor to March 8, 2023, subject to SB Northstar LP consenting to extending the maturity of its Pre-Closing Bridge Notes accordingly. On February 7, 2023, Aurora, Better and the Sponsor entered into the Second Novator Letter Agreement, pursuant to which, subject to Better receiving requisite approval therefor (which Better has agreed to use reasonable best efforts to obtain), the parties agreed that, if the proposed Business Combination has not been consummated by the maturity date of the Pre-Closing Bridge Notes, the Sponsor will have the option, without limiting its rights under the Pre-Closing Bridge Note Purchase Agreement to alternatively exchange its Pre-Closing Bridge Notes on or before the maturity date as follows: (x) for a number of shares of Better preferred stock at a conversion price that represents a 50% discount to the $6.9 billion pre-money equity valuation of Better or (y) for a number of shares of the Company’s Class B common stock at a price per share that represents a 75% discount to the $6.9 billion pre-money equity valuation of Better. On the same date, the Sponsor and Better agreed to defer the maturity date of the Pre-Closing Bridge Notes until September 30, 2023. Litigation Matters Aurora and its affiliate, Merger Sub (together, “Aurora”), were named as co-defendants with Better in a lawsuit initially filed in July 2021 by Pine Brook. Pine Brook sought, among other things, declaratory judgments and damages in relation to a side letter agreement that had been entered into with Better in 2019, as well as a lockup provision restricting the transfer of stock after the merger with Better for any holders of 1% or more of Better’s pre-merger shares for a period of 6 months post-merger. Aurora was named as a defendant only with respect to the lockup claims. On November 1, 2021, the parties to the lawsuit entered into a confidential settlement agreement, resolving all claims in the above action, and the action was dismissed with prejudice pursuant to the court’s November 3, 2021 order. Aurora has also received two demand letters from stockholders of the Company regarding the Company’s registration statement filed with the United States Securities and Exchange Commission in connection with the Business Combination. The stockholders allege that the registration statement omits material information with respect to the Business Combination, and demand that the Company provides corrective disclosures to address the alleged omissions. No lawsuits have been filed in relation to the stockholder demand letters. In the second quarter of 2022, Aurora received a voluntary request for documents from the Division of Enforcement of the SEC indicating that it is conducting an investigation relating to Aurora and Better to determine if violations of the federal securities laws have occurred. The SEC requested that Better and Aurora provide the SEC with certain information and documents.On August 3, 2023, SEC staff informed Aurora and Better that they have concluded the investigation and that they do not intend to recommend an enforcement action against Aurora or Better. This notice from the SEC staff was provided under the guidelines set forth in the final paragraph of Securities Act Release No. 5310. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 6. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares — On February 23, 2023, Aurora, the Sponsor, certain individuals, each of whom is a member of our board of directors and/or management team (the “Insiders”), and Better entered into a limited waiver (the “Limited Waiver”) to the Amended and Restated Letter Agreement (the “A&R Letter Agreement”) dated as of May 10, 2021, by and among us, the Sponsor and the Insiders. In the A&R Letter Agreement, the Sponsor and each Insider waived, with respect to any shares of Capital Stock (as defined in the A&R Letter Agreement) held by it, him or her, if any, any redemption rights it, he or she may have in connection with (i) a shareholder vote to approve the Business Combination (as defined in the A&R Letter Agreement), or (ii) a shareholder vote to approve certain amendments to the Company’s amended and restated articles of association (the “Redemption Restriction”). Pursuant to the Limited Waiver, the Company and the Insiders agreed to waive the Redemption Restriction as it applies to the Sponsor to the limited extent required to allow the redemption of up to an aggregate of $17 million worth of Novator Private Placement Shares held by it in connection with the shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association held on February 24, 2023. The Limited Waiver resulted in 1,663,760 Class A ordinary shares being reclassed from permanent to temporary equity. This resulted in an increase of temporary equity by $16,999,995 and a corresponding reduction of Class A Ordinary Share, Additional Paid in Capital, and Accumulated Deficit of $166, $16,637,434, and 362,395 respectively. These shares were subsequently redeemed as described below. As consideration for the Limited Waiver, the Sponsor agreed: (a) if the proposed Business Combination is completed on or before September 30, 2023, to subscribe for and purchase common stock of Better Home & Finance (the “Better Common Stock”), for aggregate cash proceeds to Better equal to the actual aggregate amount of Novator Private Placement Shares redeemed by it in connection with the Limited Waiver (the “Sponsor Redeemed Amount”) at a purchase price of $10.00 per share of Better Common Stock on the closing date of the proposed Business Combination; or (b) if the proposed Business Combination is not completed on or before September 30, 2023, to subscribe for and purchase for $35 million aggregate cash proceeds to Better, at the Sponsor’s election, (x) a number of newly issued shares of Better’s Company Series D Equivalent Preferred Stock (as defined in the Pre-Closing Bridge Note Purchase Agreement (as defined in Note 3)) at a price per share that represents a 50% discount to the Pre-Money Valuation (as defined below) or (y) for a number of shares of Better’s Class B common stock at a price per share that represents a 75% discount to the Pre-Money Valuation. “Pre-Money Valuation” means the $6.9 billion pre-money equity valuation of Better based on the aggregate amount of fully diluted shares of Better’s common stock on an as-converted basis. As further consideration for the Limited Waiver, the Sponsor agreed to reimburse the Company for reasonable and documented expenses incurred by the Company in connection with the proposed Business Combination, up to the Sponsor Redeemed Amount, to the extent such expenses are not otherwise subject to reimbursement by Better pursuant to the Merger Agreement. The Company held a combined annual and extraordinary general meeting on February 24, 2023, pursuant to which the Company’s shareholders approved the Extension. In connection with approval of the Extension, public shareholders redeemed an aggregate of 24,087,689 Class A ordinary shares and the Sponsor redeemed an aggregate of 1,663,760 Class A ordinary shares for an aggregate cash balance of approximately $263,123,592. At June 30, 2023 and December 31, 2022, there were 1,836,240 and 3,500,000 Class A ordinary shares issued outstanding On February 24, 2023, Aurora, Merger Sub and Better entered into Amendment No. 5 to the Merger Agreement, pursuant to which the parties agreed to extend the Agreement End Date (as defined in the Merger Agreement) from March 8, 2023 to September 30, 2023. Class B Ordinary Shares — Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Founder Shares will automatically convert into Class A ordinary shares on the day of the closing of an initial Business Combination, or earlier at the option of the holders thereof, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering and the Novator Private Placement, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s management team or any of the Company’s affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. On the first business day following the consummation of the Business Combination at a ratio such that the total number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Class A ordinary shares (including any such shares issued following the exercise of the over-allotment option), plus (ii) the sum of (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any warrants issued in a private placement to the Sponsor or an affiliate of the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public shareholders in connection with the Business Combination. In no event will any Founder Shares convert into Class A ordinary shares at a ratio that is less than one-for-one. Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants for Cash When the Price per Class A Ordinary Share Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sales price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 - trading day period ending on third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Class A Ordinary Shares When the Price per Class A Ordinary Share Equals or Exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. ● There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, directors and officers have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Novator Private Placement Shares and any Public Shares they may acquire during or after this offering in connection with the completion of our initial business combination. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants and Novator Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Novator Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Novator Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, so long as they are held by the initial purchasers, directors and officers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers, directors and officers or their permitted transferees, the Private Placement Warrants and the Novator Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 7. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. On or around February 24, 2023, the Company liquidated its funds in the Trust Account and moved them to a cash and cash equivalent account that will likely receive minimal, if any, interest. Prior to this date and as of December 31, 2022, all assets in the Trust Account were money market funds which were invested primarily in U.S. Treasury Securities. At June 30, 2023, investments held in the Trust Account comprised of $21,317,257 in cash and cash equivalents. The Company utilizes a Modified Black Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The Company had no transfers out of Level 3 for the three and six months ended June 30, 2023 and June 30, 2022. The fair value of the Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants, a Level 1 measurement. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account – cash and cash equivalents $ 21,317,257 $ — $ — Liabilities: Derivative public warrant liabilities 153,699 — — Derivative private warrant liabilities — — 326,902 Total Fair Value $ 21,470,956 $ — $ 326,902 The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account – money market funds $ 282,284,619 $ — $ — Liabilities: Derivative public warrant liabilities 91,126 — — Derivative private warrant liabilities — — 381,386 Total Fair Value $ 282,375,745 $ — $ 381,386 The following table provides the significant unobservable inputs used in the Modified Black Scholes model to measure the fair value of the Private Placement Warrants (1) At March 8, 2021 (Initial As of December 31, As of June 30, Measurement) 2022 2023 Stock price 10.02 10.09 10.45 Strike price 11.50 11.50 11.50 Probability of completing a Business Combination 90.0 % 40.00 % 60.00 % Remaining term (in years) 5.5 2.89 1.13 Volatility 15.00 % 3.00 % 5.00 % Risk-free rate 0.96 % 4.20 % 5.26 % Fair value of warrants 0.86 0.07 0.06 The following tables provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: As of June 30, 2023 Level 1 Level 3 Warrant Liabilities Fair value as of December 31, 2022 91,126 381,386 472,512 Change in valuation inputs or other assumptions 261,227 — 261,227 Fair value as of March 31, 2023 352,353 381,386 733,739 Change in valuation inputs or other assumptions (198,654) (54,484) (253,138) Fair value as of June 30, 2023 153,699 326,902 480,601 As of June 30, 2022 Level 1 Level 3 Warrant Liabilities Fair value as of December 31, 2021 4,677,805 8,662,912 13,340,717 Change in valuation inputs or other assumptions (2,187,034) 108,967 (2,078,067) Fair value as of March 31, 2022 2,490,771 8,771,879 11,262,650 Change in valuation inputs or other assumptions (1,579,513) (2,233,833) (3,813,346) Fair value as of June 30, 2022 911,258 6,538,046 7,449,304 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 4, 2023, the date that the financial statement was issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. As previously disclosed, in the second quarter of 2022, Aurora, received a voluntary request for documents from the Division of Enforcement of the SEC, indicating that it was conducting an investigation relating to Aurora and Better to determine if violations of the federal securities laws had occurred. On August 3, 2023, SEC staff informed Aurora and Better that they have concluded the investigation and that they do not intend to recommend an enforcement action against Aurora or Better. This notice from the SEC staff was provided under the guidelines set forth in the final paragraph of Securities Act Release No. 5310. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in conformity in U.S. dollars with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, a significant accounting estimate included in these financial statements is the valuation of the warrant liability. Such estimates may be subject to change as more current information becomes available. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. |
Investments held in trust account | Investments Held in the Trust Account On or around February 24, 2023, the Company liquidated its funds in the Trust Account and moved them to a cash and cash equivalent account that will likely receive minimal, if any, interest. Prior to this date and as of December 31, 2022, all assets in the Trust Account were money market funds which were invested primarily in U.S. Treasury Securities. |
Deferred offering costs | Deferred offering costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering. On June 22, 2022, Barclays Capital Inc. (“Barclays”), resigned from its role as underwriter and financial advisor to Aurora. In connection with such resignation, Barclays waived their entitlement to certain fees which would be owed upon completion of the proposed Business Combination, which was comprised of approximately $8.5 million as a deferred underwriting fee and financial advisory fee. Accordingly, the Company derecognized the liability for the deferred underwriting and financial advisory fee in the quarter ending June 30, 2022 that was accrued as of December 31, 2021. As of June 30, 2023, there is no liability for the deferred underwriting or financial advisory fee. |
Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption would be classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Class A ordinary shares subject to possible redemption Class A ordinary shares subject to redemption – December 31, 2022 $ 246,628,487 Plus: Reclass of permanent equity to temporary equity 16,999,995 Interest adjustment to redemption value 1,676,767 Less: Shares redeemed by public (246,123,596) Shares redeemed by Sponsor (16,999,995) Class A ordinary shares subject to redemption – March 31, 2023 $ 2,181,658 Adjustment to redemption value 19,954 Class A ordinary shares subject to redemption – June 30, 2023 $ 2,201,612 |
Warrant Liability | Warrant Liability At June 30, 2023 and December 31, 2022, there were 6,075,049 and 6,075,050 Public Warrants outstanding, respectively, and 5,448,372 Private Placement Warrants outstanding (including warrants included in the Novator Private Placement Units). The Company accounts for the Public Warrants and Private Placement Warrants (including warrants included in the Novator Private Placement Units) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Income taxes | Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net income (loss) per share | Net income (loss) per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the Warrants sold in the Public Offering and Private Placement Warrants to purchase an aggregate of 11,523,421 shares in the calculation of diluted loss per share in connection with the Novator Private Placement Units, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for Common Stock subject to possible redemption in a manner similar to the two-class method of income per common stock. According to SEC guidance, common stock that is redeemable based on a specified formula is considered to be redeemable at fair value if the formula is designed to equal or reasonably approximate fair value. When deemed to be redeemable at fair value, the weighted average redeemable shares would be included with the non-redeemable shares in the denominator of the calculation and initially calculated as if they were a single class of common stock. The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Three Months Ended June 30, 2023 June 30, 2022 Class A Common Stock subject to possible redemption Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (19,635) $ 1,248,851 Net earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (19,635) $ 1,248,851 Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 212,598 24,300,287 Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption $ (0.09) $ 0.05 Non-Redeemable Class A and Class B Common Stock Numerator: Net income (loss) minus net earnings Net income (loss) $ (811,496) $ 537,055 Less: Net earnings (losses) attributable to Class A Common Stock subject to possible redemption — — Non-redeemable net income (loss) $ (811,496) $ 537,055 Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 8,786,312 10,450,072 Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B Common Stock $ (0.09) $ 0.05 Six Months Ended June 30, 2023 June 30, 2022 Class A Common Stock subject to possible redemption Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (429,904) $ 1,955,153 Net earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (429,904) $ 1,955,153 Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 7,541,254 24,300,287 Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption $ (0.06) $ 0.08 Non-Redeemable Class A and Class B Common Stock Numerator: Net income (loss) minus net earnings Net income (loss) $ (529,182) $ 840,793 Less: Net earnings (losses) attributable to Class A Common Stock subject to possible redemption — — Non-redeemable net income (loss) $ (529,182) $ 840,793 Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 9,282,724 10,450,072 Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B Common Stock $ (0.06) $ 0.08 |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000 and up to £85,000 by the Financial Services Compensation Scheme per financial institution in the United Kingdom. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recent issued accounting standards | Recent issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of Class A ordinary shares reflected in the balance sheet | Class A ordinary shares subject to possible redemption Class A ordinary shares subject to redemption – December 31, 2022 $ 246,628,487 Plus: Reclass of permanent equity to temporary equity 16,999,995 Interest adjustment to redemption value 1,676,767 Less: Shares redeemed by public (246,123,596) Shares redeemed by Sponsor (16,999,995) Class A ordinary shares subject to redemption – March 31, 2023 $ 2,181,658 Adjustment to redemption value 19,954 Class A ordinary shares subject to redemption – June 30, 2023 $ 2,201,612 |
Schedule of basic and diluted net earnings (loss) per common shares | Three Months Ended June 30, 2023 June 30, 2022 Class A Common Stock subject to possible redemption Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (19,635) $ 1,248,851 Net earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (19,635) $ 1,248,851 Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 212,598 24,300,287 Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption $ (0.09) $ 0.05 Non-Redeemable Class A and Class B Common Stock Numerator: Net income (loss) minus net earnings Net income (loss) $ (811,496) $ 537,055 Less: Net earnings (losses) attributable to Class A Common Stock subject to possible redemption — — Non-redeemable net income (loss) $ (811,496) $ 537,055 Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 8,786,312 10,450,072 Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B Common Stock $ (0.09) $ 0.05 Six Months Ended June 30, 2023 June 30, 2022 Class A Common Stock subject to possible redemption Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (429,904) $ 1,955,153 Net earnings (losses) attributable to Class A Common Stock subject to possible redemption $ (429,904) $ 1,955,153 Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 7,541,254 24,300,287 Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption $ (0.06) $ 0.08 Non-Redeemable Class A and Class B Common Stock Numerator: Net income (loss) minus net earnings Net income (loss) $ (529,182) $ 840,793 Less: Net earnings (losses) attributable to Class A Common Stock subject to possible redemption — — Non-redeemable net income (loss) $ (529,182) $ 840,793 Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 9,282,724 10,450,072 Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B Common Stock $ (0.06) $ 0.08 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial assets and liabilities measured at fair value | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account – cash and cash equivalents $ 21,317,257 $ — $ — Liabilities: Derivative public warrant liabilities 153,699 — — Derivative private warrant liabilities — — 326,902 Total Fair Value $ 21,470,956 $ — $ 326,902 The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account – money market funds $ 282,284,619 $ — $ — Liabilities: Derivative public warrant liabilities 91,126 — — Derivative private warrant liabilities — — 381,386 Total Fair Value $ 282,375,745 $ — $ 381,386 |
Schedule of significant unobservable inputs used in modified black scholes model | At March 8, 2021 (Initial As of December 31, As of June 30, Measurement) 2022 2023 Stock price 10.02 10.09 10.45 Strike price 11.50 11.50 11.50 Probability of completing a Business Combination 90.0 % 40.00 % 60.00 % Remaining term (in years) 5.5 2.89 1.13 Volatility 15.00 % 3.00 % 5.00 % Risk-free rate 0.96 % 4.20 % 5.26 % Fair value of warrants 0.86 0.07 0.06 |
Schedule of change in the fair value of the warrant liabilities | Level 1 Level 3 Warrant Liabilities Fair value as of December 31, 2022 91,126 381,386 472,512 Change in valuation inputs or other assumptions 261,227 — 261,227 Fair value as of March 31, 2023 352,353 381,386 733,739 Change in valuation inputs or other assumptions (198,654) (54,484) (253,138) Fair value as of June 30, 2023 153,699 326,902 480,601 Level 1 Level 3 Warrant Liabilities Fair value as of December 31, 2021 4,677,805 8,662,912 13,340,717 Change in valuation inputs or other assumptions (2,187,034) 108,967 (2,078,067) Fair value as of March 31, 2022 2,490,771 8,771,879 11,262,650 Change in valuation inputs or other assumptions (1,579,513) (2,233,833) (3,813,346) Fair value as of June 30, 2022 911,258 6,538,046 7,449,304 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||
Sep. 30, 2023 USD ($) | Jun. 21, 2023 USD ($) | Jun. 11, 2023 USD ($) | Apr. 24, 2023 shares | Feb. 24, 2023 USD ($) $ / shares shares | Feb. 23, 2023 USD ($) shares | Feb. 08, 2023 USD ($) | Mar. 10, 2021 USD ($) $ / shares shares | Mar. 08, 2021 USD ($) $ / shares shares | Oct. 07, 2020 item | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) M $ / shares shares | Jun. 30, 2022 USD ($) | Sep. 01, 2023 USD ($) | Jun. 23, 2023 shares | Jun. 22, 2023 shares | Jun. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Feb. 23, 2022 USD ($) | May 10, 2021 USD ($) | Dec. 09, 2020 USD ($) | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||||||||||||||
Gross proceeds | $ 255,000,000 | |||||||||||||||||||||
Transaction Costs | 13,946,641 | |||||||||||||||||||||
Underwriting fees | 4,860,057 | |||||||||||||||||||||
Deferred underwriting fee payable | $ 22,542,813 | 8,505,100 | ||||||||||||||||||||
Other offering costs | 581,484 | |||||||||||||||||||||
Interest income | $ 2,156,230 | |||||||||||||||||||||
Aggregate proceeds held in the Trust Account | $ 21,317,257 | |||||||||||||||||||||
Condition for future business combination use of proceeds percentage | 80% | |||||||||||||||||||||
Condition for future business combination threshold Percentage Ownership | 50% | |||||||||||||||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |||||||||||||||||||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||||||
Redemption limit percentage without prior consent | 20% | |||||||||||||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||||||||||||||
Months to complete acquisition | M | 24 | |||||||||||||||||||||
Redemption period upon closure | 10 days | |||||||||||||||||||||
Reimbursement of first payment for transaction expenses not yet received | 1,250,000 | $ 1,250,000 | ||||||||||||||||||||
First payment of transaction expenses receivable | 1,250,000 | 1,250,000 | ||||||||||||||||||||
Repayment amount | $ 2,400,000 | |||||||||||||||||||||
Amount outstanding | 412,395 | 412,395 | 412,395 | |||||||||||||||||||
Reclass of permanent equity to temporary equity | $ 16,999,995 | $ 16,999,995 | $ 287,884 | |||||||||||||||||||
Surrender and cancellation of Founder Shares | $ 263,123,592 | |||||||||||||||||||||
Surrender and cancellation of Founder Shares (in dollars per share) | $ / shares | $ 10.2178 | |||||||||||||||||||||
Minimum number of shares required for listing | shares | 500,000 | |||||||||||||||||||||
Number of consecutive trading days prior to the continued listing considered for market value requirement | 30 days | |||||||||||||||||||||
Compliance period to regain market value standard from the date of notice | 180 days | |||||||||||||||||||||
Market value requirement for minimum number of consecutive business days as per notice | 10 days | |||||||||||||||||||||
Number of Consecutive Trading Days Prior to the Continued Listing Considered for Market Value Requirement | 30 days | |||||||||||||||||||||
Minimum Market Value Requirement for Continued Listing | $ 35,000,000 | |||||||||||||||||||||
Operating bank account | 1,228,847 | $ 1,228,847 | $ 285,307 | |||||||||||||||||||
Working capital deficit | 17,712,429 | 17,712,429 | ||||||||||||||||||||
Agreed reduction in vendor and legal advisor fees | $ 560,000 | |||||||||||||||||||||
Vendor and legal advisor fees | 350,000 | |||||||||||||||||||||
Payment to legal advisor fees | 2,000,000 | |||||||||||||||||||||
Legal advisor fees outstanding | 910,000 | |||||||||||||||||||||
Gain on extinguishment of debt | $ 560,000 | $ 560,368 | $ 560,368 | |||||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Reclass of permanent equity to temporary equity | $ 16,637,434 | 16,637,434 | ||||||||||||||||||||
Retained Earnings [Member] | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Reclass of permanent equity to temporary equity | $ 362,395 | $ 362,395 | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Redemption of Class A ordinary shares (in shares) | shares | 1,663,760 | |||||||||||||||||||||
Reclass of permanent equity to temporary equity | $ 16,999,995 | |||||||||||||||||||||
Class A ordinary share | Common Stock [Member] | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Redemption of Class A ordinary shares (in shares) | shares | (1,663,760) | |||||||||||||||||||||
Reclass of permanent equity to temporary equity | $ 166 | |||||||||||||||||||||
Class B ordinary shares | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Ordinary shares issued | shares | 6,950,072 | 6,950,072 | 6,950,072 | |||||||||||||||||||
Ordinary shares outstanding | shares | 6,950,072 | 6,950,072 | 6,950,072 | |||||||||||||||||||
Series D Preferred Stock | Subsequent event | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Percent of discount | 50% | |||||||||||||||||||||
Public Shares | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Maximum allowed dissolution expenses | $ 100,000 | |||||||||||||||||||||
Merger Agreement | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Aggregate principal amount | $ 12,000,000 | |||||||||||||||||||||
Amendment No. 6 to the Merger Agreement | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Authority to issue number of shares by the combined company | shares | 3,400,000,000 | 3,250,000,000 | ||||||||||||||||||||
Amendment No. 6 to the Merger Agreement | Class A ordinary share | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Authority to issue number of shares by the combined company | shares | 1,800,000,000 | 1,750,000,000 | ||||||||||||||||||||
Amendment No. 6 to the Merger Agreement | Class B ordinary shares | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Authority to issue number of shares by the combined company | shares | 700,000,000 | 600,000,000 | ||||||||||||||||||||
If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Consideration | $ 35,000,000 | |||||||||||||||||||||
Better HoldCo, Inc | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Percent of discount | 50% | |||||||||||||||||||||
Better HoldCo, Inc | Merger Agreement | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Maximum transaction expenses to be reimbursed | $ 2,500,000 | $ 2,500,000 | ||||||||||||||||||||
Reimbursement of first payment for transaction expenses not yet received | $ 1,250,000 | 1,250,000 | ||||||||||||||||||||
First payment of transaction expenses receivable | 1,250,000 | 1,250,000 | ||||||||||||||||||||
Proceeds from transaction expenses reimbursed | 3,750,000 | |||||||||||||||||||||
Better HoldCo, Inc | If the proposed Business Combination is not completed on or before September 30, 2023 | Class A ordinary share | Subsequent event | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Amount of pre-money equity valuation | $ 6,900,000,000 | |||||||||||||||||||||
Better HoldCo, Inc | If the proposed Business Combination is not completed on or before September 30, 2023 | Class B ordinary shares | Subsequent event | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Percent of discount | 75% | |||||||||||||||||||||
Amount of pre-money equity valuation | $ 6,900,000,000 | |||||||||||||||||||||
Public Shareholders [Member] | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Surrender and cancellation of Founder Shares (in shares) | shares | 24,087,689 | |||||||||||||||||||||
Novator Capital Ltd. | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Surrender and cancellation of Founder Shares (in shares) | shares | 1,663,760 | |||||||||||||||||||||
Novator Capital Ltd. | Limited waiver | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Aggregate redemption amount | $ 17,000,000 | |||||||||||||||||||||
Sponsor | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Aggregate principal amount | $ 15,000,000 | $ 15,000,000 | ||||||||||||||||||||
Sponsor | Sponsor | Class A ordinary share | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Ordinary shares issued | shares | 2,048,838 | 2,048,838 | ||||||||||||||||||||
Sponsor | Novator Capital Ltd. | Class A ordinary share | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Ordinary shares outstanding | shares | 2,048,838 | 2,048,838 | ||||||||||||||||||||
Promissory Note With Related Party | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Repayment amount | $ 2,400,000 | |||||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | $ 300,000 | ||||||||||||||||||||
Aggregate cap of notes to cover operating costs | $ 12,000,000 | $ 12,000,000 | $ 4,000,000 | |||||||||||||||||||
Promissory Note With Related Party | Better HoldCo, Inc | Merger Agreement | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Proceeds from transaction expenses reimbursed | 11,250,000 | |||||||||||||||||||||
Private Placement Warrants | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Purchase price, in dollars per unit | $ / shares | $ 1.50 | |||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | |||||||||||||||||||||
Private Placement Warrants | Sponsor and certain of Company's directors and officers | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Gross proceeds | $ 35,000,000 | |||||||||||||||||||||
Sale of Private Placement Units (in shares) | shares | 3,500,000 | 3,500,000 | ||||||||||||||||||||
Price of warrant | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||
Initial Public Offering | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Sale of units (in shares) | shares | 22,000,000 | |||||||||||||||||||||
Purchase price, in dollars per unit | $ / shares | $ 10 | |||||||||||||||||||||
Gross proceeds | $ 220,000,000 | |||||||||||||||||||||
Private Placement | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Surrender and cancellation of Founder Shares | $ 263,123,592 | |||||||||||||||||||||
Surrender and cancellation of Founder Shares (in dollars per share) | $ / shares | $ 10.2178 | |||||||||||||||||||||
Private Placement | Sponsor and certain of Company's directors and officers | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Sale of units (in shares) | shares | 3,500,000 | |||||||||||||||||||||
Purchase price, in dollars per unit | $ / shares | $ 10 | |||||||||||||||||||||
Gross proceeds | $ 35,000,000 | |||||||||||||||||||||
Private Placement | Public Shareholders [Member] | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Surrender and cancellation of Founder Shares (in shares) | shares | 24,087,689 | |||||||||||||||||||||
Private Placement | Novator Capital Ltd. | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Surrender and cancellation of Founder Shares (in shares) | shares | 1,663,760 | |||||||||||||||||||||
Private Placement | Private Placement Warrants | Sponsor and certain of Company's directors and officers | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Purchase price, in dollars per unit | $ / shares | $ 1.50 | |||||||||||||||||||||
Sale of Private Placement Units (in shares) | shares | 4,266,667 | |||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | |||||||||||||||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||||||||||||||||
Private Placement | Private Placement Warrants | Sponsor | Sponsor and certain of Company's directors and officers | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | |||||||||||||||||||||
Over-allotment option | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Sale of units (in shares) | shares | 2,300,287 | 3,300,000 | ||||||||||||||||||||
Gross proceeds | $ 23,002,870 | $ 23,002,870 | ||||||||||||||||||||
Net Proceeds | $ 22,542,813 | |||||||||||||||||||||
Share price | $ / shares | $ 10 | |||||||||||||||||||||
Over-allotment option | Private Placement Warrants | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Sale of Private Placement Units (in shares) | shares | 306,705 | |||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 460,057 | |||||||||||||||||||||
Over-allotment option | Private Placement Warrants | Sponsor and certain of Company's directors and officers | ||||||||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||||||||
Sale of Private Placement Units (in shares) | shares | 306,705 | 440,000 | ||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 460,057 | $ 660,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 22, 2022 | |
Cash equivalents | $ 0 | $ 0 | |||
Deferred underwriting fee waived | $ 8,500,000 | ||||
Unrecognized tax benefits | 0 | ||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||||
Shares excluded from calculation of diluted loss per share | 11,523,421 | ||||
Gain on deferred underwriting fee | $ 182,658 | $ 182,658 | |||
Public Warrants | |||||
Warrants outstanding | 6,075,049 | 6,075,050 | |||
Private Placement Warrants | |||||
Warrants outstanding | 5,448,372 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Feb. 23, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Reclass of permanent equity to temporary equity | $ 16,999,995 | $ 16,999,995 | $ 287,884 | ||
Interest adjustment to redemption value | 1,676,767 | ||||
Class A ordinary shares subject to possible redemption | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Class A ordinary shares subject to redemption | $ 2,201,612 | 2,181,658 | 2,201,612 | ||
Reclass of permanent equity to temporary equity | $ 166 | 19,954 | 16,999,995 | ||
Interest adjustment to redemption value | 1,676,767 | ||||
Class A ordinary shares subject to redemption | $ 2,181,658 | 246,628,487 | $ 246,628,487 | ||
Class A ordinary shares subject to possible redemption | Public | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Shares redeemed by public and sponsor | (246,123,596) | ||||
Class A ordinary shares subject to possible redemption | Sponsor | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Shares redeemed by public and sponsor | $ (16,999,995) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net earnings (loss) per common share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption | ||||||
Net income (loss) | $ (831,131) | $ (127,955) | $ 1,785,906 | $ 1,010,040 | $ (959,086) | $ 2,795,946 |
Class A Common Stock subject to possible redemption | ||||||
Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption | ||||||
Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption | (19,635) | 1,248,851 | (429,904) | 1,955,153 | ||
Less: Net earnings (losses) attributable to Class A ordinary shares subject to possible redemption | $ (19,635) | $ 1,248,851 | $ (429,904) | $ 1,955,153 | ||
Denominator: Weighted average Class A Common Stock subject to possible redemption | ||||||
Basic weighted average shares outstanding | 212,598 | 24,300,287 | 7,541,254 | 24,300,287 | ||
Diluted weighted average shares outstanding | 212,598 | 24,300,287 | 7,541,254 | 24,300,287 | ||
Basic net income (loss) per share | $ (0.09) | $ 0.05 | $ (0.06) | $ 0.08 | ||
Diluted net income (loss) per share | $ (0.09) | $ 0.05 | $ (0.06) | $ 0.08 | ||
Non-Redeemable Class A and Class B Common Stock | ||||||
Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption | ||||||
Net income (loss) | $ (811,496) | $ 537,055 | $ (529,182) | $ 840,793 | ||
Net earnings (losses) | $ (811,496) | $ 537,055 | $ (529,182) | $ 840,793 | ||
Denominator: Weighted average Class A Common Stock subject to possible redemption | ||||||
Basic weighted average shares outstanding | 8,786,312 | 10,450,072 | 9,282,724 | 10,450,072 | ||
Diluted weighted average shares outstanding | 8,786,312 | 10,450,072 | 9,282,724 | 10,450,072 | ||
Basic net income (loss) per share | $ (0.09) | $ 0.05 | $ (0.06) | $ 0.08 | ||
Diluted net income (loss) per share | $ (0.09) | $ 0.05 | $ (0.06) | $ 0.08 |
PRIVATE PLACEMENTS (Details)
PRIVATE PLACEMENTS (Details) - USD ($) | 6 Months Ended | ||||
Feb. 24, 2023 | Nov. 09, 2021 | Mar. 10, 2021 | Mar. 08, 2021 | Jun. 30, 2023 | |
PRIVATE PLACEMENTS | |||||
Sponsor agreement, forfeiture by sponsor upon closing of private warrants | 50% | ||||
Sponsor locked up shares percentage | 20% | ||||
Surrender and cancellation of Founder Shares | $ 263,123,592 | ||||
Surrender and cancellation of Founder Shares (in dollars per share) | $ 10.2178 | ||||
Public shareholders | |||||
PRIVATE PLACEMENTS | |||||
Surrender and cancellation of Founder Shares (in shares) | 24,087,689 | ||||
Novator Private Placement Units | Sponsor and certain of Company's directors and officers | |||||
PRIVATE PLACEMENTS | |||||
Number of warrants to purchase shares issued | 3,500,000 | ||||
Price of warrants | $ 10 | ||||
Proceeds from sale of Private Placement Warrants | $ 35,000,000 | ||||
Novator Private Placement Share | |||||
PRIVATE PLACEMENTS | |||||
Proceeds from sale of Private Placement Warrants | $ 35,000,000 | ||||
Novator Private Placement Share | Sponsor and certain of Company's directors and officers | |||||
PRIVATE PLACEMENTS | |||||
Number of shares per warrant | 1 | ||||
Private Placement Warrants | |||||
PRIVATE PLACEMENTS | |||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | ||||
Private Placement Warrants | Sponsor and certain of Company's directors and officers | |||||
PRIVATE PLACEMENTS | |||||
Number of warrants to purchase shares issued | 3,500,000 | ||||
Price of warrants | $ 10 | ||||
Number of shares per warrant | 0.25 | 1 | |||
Private Placement Warrants | Sponsor and certain of Company's directors and officers | Class A ordinary share | |||||
PRIVATE PLACEMENTS | |||||
Number of shares per warrant | 1 | ||||
Exercise price of warrant | $ 11.50 | $ 11.50 | |||
Over-allotment option | Private Placement Warrants | |||||
PRIVATE PLACEMENTS | |||||
Number of warrants to purchase shares issued | 306,705 | ||||
Proceeds from sale of Private Placement Warrants | $ 460,057 | ||||
Over-allotment option | Private Placement Warrants | Sponsor and certain of Company's directors and officers | |||||
PRIVATE PLACEMENTS | |||||
Number of warrants to purchase shares issued | 306,705 | 440,000 | |||
Proceeds from sale of Private Placement Warrants | $ 460,057 | $ 660,000 | |||
Private Placement | |||||
PRIVATE PLACEMENTS | |||||
Surrender and cancellation of Founder Shares | $ 263,123,592 | ||||
Surrender and cancellation of Founder Shares (in dollars per share) | $ 10.2178 | ||||
Private Placement | Public shareholders | |||||
PRIVATE PLACEMENTS | |||||
Surrender and cancellation of Founder Shares (in shares) | 24,087,689 | ||||
Private Placement | Novator Private Placement Share | Sponsor and certain of Company's directors and officers | |||||
PRIVATE PLACEMENTS | |||||
Number of warrants to purchase shares issued | 3,500,000 | ||||
Price of warrants | $ 10 | ||||
Private Placement | Private Placement Warrants | Sponsor and certain of Company's directors and officers | |||||
PRIVATE PLACEMENTS | |||||
Number of warrants to purchase shares issued | 4,266,667 | ||||
Price of warrants | $ 1.50 | ||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | ||||
Sponsor | Public shareholders | |||||
PRIVATE PLACEMENTS | |||||
Surrender and cancellation of Founder Shares (in shares) | 24,087,689 | ||||
Sponsor | Class A ordinary share | |||||
PRIVATE PLACEMENTS | |||||
Ordinary shares outstanding | 2,048,838 | ||||
Ordinary shares issued | 2,048,838 | ||||
Sponsor | Private Placement Warrants | |||||
PRIVATE PLACEMENTS | |||||
Surrender and cancellation of Founder Shares (in shares) | 1,663,760 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Mar. 10, 2021 USD ($) shares | Mar. 08, 2021 USD ($) $ / shares shares | Feb. 03, 2021 USD ($) shares | Dec. 09, 2020 D $ / shares | Jun. 30, 2023 $ / shares shares |
Independent directors | |||||
RELATED PARTY TRANSACTIONS | |||||
Fair value of shares price | $ | $ 6,955,000 | ||||
Class B ordinary shares | Sponsor | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of shares transferred | shares | 1,407,813 | ||||
Founder Shares | Class B ordinary shares | Sponsor | |||||
RELATED PARTY TRANSACTIONS | |||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Novator Private Placement Units | Sponsor and certain of Company's directors and officers | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of warrants to purchase shares issued | shares | 3,500,000 | ||||
Price of warrant | $ / shares | $ 10 | ||||
Proceeds from sale of Private Placement Warrants | $ | $ 35,000,000 | ||||
Novator Private Placement Share | |||||
RELATED PARTY TRANSACTIONS | |||||
Proceeds from sale of Private Placement Warrants | $ | $ 35,000,000 | ||||
Novator Private Placement Share | Private Placement | Sponsor and certain of Company's directors and officers | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of warrants to purchase shares issued | shares | 3,500,000 | ||||
Price of warrant | $ / shares | $ 10 | ||||
Private Placement Warrants | |||||
RELATED PARTY TRANSACTIONS | |||||
Proceeds from sale of Private Placement Warrants | $ | $ 6,400,000 | ||||
Private Placement Warrants | Sponsor and certain of Company's directors and officers | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of warrants to purchase shares issued | shares | 3,500,000 | ||||
Price of warrant | $ / shares | $ 10 | ||||
Private Placement Warrants | Private Placement | Sponsor and certain of Company's directors and officers | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of warrants to purchase shares issued | shares | 4,266,667 | ||||
Price of warrant | $ / shares | $ 1.50 | ||||
Proceeds from sale of Private Placement Warrants | $ | $ 6,400,000 | ||||
Private Placement Warrants | Over-allotment option | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of warrants to purchase shares issued | shares | 306,705 | ||||
Proceeds from sale of Private Placement Warrants | $ | $ 460,057 | ||||
Private Placement Warrants | Over-allotment option | Sponsor and certain of Company's directors and officers | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of warrants to purchase shares issued | shares | 306,705 | 440,000 | |||
Proceeds from sale of Private Placement Warrants | $ | $ 460,057 | $ 660,000 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Pre-Closing Bridge Notes (Details) | Nov. 02, 2021 USD ($) | Feb. 11, 2021 USD ($) | Sep. 30, 2023 USD ($) | Jun. 23, 2023 shares | Jun. 22, 2023 shares |
Series D Preferred Stock | Subsequent event | |||||
RELATED PARTY TRANSACTIONS | |||||
Percent of discount | 50% | ||||
If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | Better HoldCo, Inc. | |||||
RELATED PARTY TRANSACTIONS | |||||
Percent of discount | 75% | ||||
Amount of pre-money equity valuation | $ 6,900,000,000 | ||||
If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | Better HoldCo, Inc. | Common Stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Percent of discount | 75% | ||||
Amount of pre-money equity valuation | $ 6,900,000,000 | ||||
If the proposed Business Combination is not completed on or before September 30, 2023 | Class B ordinary shares | Subsequent event | Better HoldCo, Inc. | |||||
RELATED PARTY TRANSACTIONS | |||||
Percent of discount | 75% | ||||
If the proposed Business Combination is not completed on or before September 30, 2023 | Class B ordinary shares | Subsequent event | Better HoldCo, Inc. | Common Stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Amount of pre-money equity valuation | $ 6,900,000,000 | ||||
Better HoldCo, Inc. | If the proposed Business Combination is not completed on or before September 30, 2023 | Class B ordinary shares | Subsequent event | |||||
RELATED PARTY TRANSACTIONS | |||||
Amount of pre-money equity valuation | $ 6,900,000,000 | ||||
Bridge Note Purchase Agreement | SB Northstar LP | |||||
RELATED PARTY TRANSACTIONS | |||||
Bridge notes purchased | $ 650,000,000 | $ 650,000,000 | |||
Bridge Note Purchase Agreement | Better HoldCo, Inc. | |||||
RELATED PARTY TRANSACTIONS | |||||
Conversion rate of bridge notes into Better Class A common stock | 1 | ||||
Consideration amount per one share | $ 10 | ||||
Bridge Note Purchase Agreement | Sponsor | |||||
RELATED PARTY TRANSACTIONS | |||||
Bridge notes purchased | 100,000,000 | 100,000,000 | |||
Bridge Note Purchase Agreement | Better HoldCo, Inc. | |||||
RELATED PARTY TRANSACTIONS | |||||
Bridge notes issued | $ 750,000,000 | $ 750,000,000 | |||
Conversion rate of bridge notes into Better Class A common stock | 1 | ||||
Consideration amount per one share | $ 10 | ||||
Amendment No. 6 to the Merger Agreement | |||||
RELATED PARTY TRANSACTIONS | |||||
Authority to issue number of shares by the combined company | shares | 3,400,000,000 | 3,250,000,000 | |||
Amendment No. 6 to the Merger Agreement | Common Class A | |||||
RELATED PARTY TRANSACTIONS | |||||
Authority to issue number of shares by the combined company | shares | 1,800,000,000 | 1,750,000,000 | |||
Amendment No. 6 to the Merger Agreement | Class B ordinary shares | |||||
RELATED PARTY TRANSACTIONS | |||||
Authority to issue number of shares by the combined company | shares | 700,000,000 | 600,000,000 |
RELATED PARTY TRANSACTIONS - Di
RELATED PARTY TRANSACTIONS - Director Services Agreement (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||
Apr. 04, 2023 | Mar. 21, 2023 | Feb. 06, 2023 | Aug. 26, 2022 | Oct. 15, 2021 | Mar. 21, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Feb. 07, 2023 | Nov. 09, 2021 | Oct. 27, 2021 | |
RELATED PARTY TRANSACTIONS | ||||||||||||
Percentage of holders under lockup provisions | 1% | 1% | ||||||||||
Percentage of holders under elimination of lockup provisions | 1% | |||||||||||
Reimbursement of first payment for transaction expenses not yet received | $ 1,250,000 | |||||||||||
First payment of transaction expenses receivable | 1,250,000 | |||||||||||
Merger Agreement | Better HoldCo, Inc. | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Maximum transaction expenses to be reimbursed | $ 15,000,000 | $ 2,500,000 | ||||||||||
Minimum number of days from amendment date with in which payment should made | 5 days | |||||||||||
Proceeds from transaction expenses reimbursed | $ 3,750,000 | $ 3,750,000 | $ 7,500,000 | |||||||||
Ms. Harding, CFO | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Incremental hourly fee | 500 | |||||||||||
Amount of fees expensed | $ 75,000 | $ 50,000 | ||||||||||
Expenses per month | 10,000 | |||||||||||
Expenses per year | 15,000 | |||||||||||
Director Services Agreement | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Annual payments | $ 50,000 | |||||||||||
Incremental hourly fee | $ 500 | |||||||||||
Accrued services expenses | 300,000 | $ 87,875 | ||||||||||
Services expenses | $ 492,500 | $ 117,500 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Promissory Note from Related Party (Details) - USD ($) | Feb. 08, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Feb. 23, 2022 | May 10, 2021 | Dec. 09, 2020 |
RELATED PARTY TRANSACTIONS | ||||||
Repayment amount | $ 2,400,000 | |||||
Amount outstanding | 412,395 | $ 412,395 | ||||
Related party loans | 412,395 | $ 2,812,395 | ||||
Merger Agreement | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Aggregate principal amount | $ 12,000,000 | |||||
Promissory note | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Aggregate principal amount | $ 2,000,000 | $ 300,000 | ||||
Repayment amount | $ 2,400,000 | |||||
Aggregate cap of notes to cover operating costs | 12,000,000 | $ 4,000,000 | ||||
Related party loans | $ 412,395 | $ 2,812,395 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended | |||||
Mar. 10, 2021 USD ($) $ / shares shares | Mar. 08, 2021 USD ($) shares | Jun. 30, 2023 USD ($) item $ / shares | Jun. 22, 2022 USD ($) | Oct. 27, 2021 | Mar. 03, 2021 item | |
COMMITMENTS AND CONTINGENCIES | ||||||
Maximum number of demands for registration of securities | item | 3 | |||||
Deferred fee per unit | $ / shares | $ 0.35 | |||||
Net proceeds | $ 22,542,813 | $ 8,505,100 | ||||
Gross proceeds | $ 23,002,870 | |||||
Underwriting fee (in percentage) | 2 | |||||
Deferred underwriting fee waived | $ 8,500,000 | |||||
Payment of underwriting fee | $ 0 | |||||
Percentage of holders under lockup provisions | 1% | 1% | ||||
Lockup period for transfer of shares post merger | 6 months | |||||
Number of demand letters received | item | 2 | |||||
Number of lawsuits filed | item | 0 | |||||
Initial Public Offering | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||
Number of units sold | shares | 22,000,000 | |||||
Over-allotment option | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||
Number of units sold | shares | 2,300,287 | 3,300,000 | ||||
Share price | $ / shares | $ 10 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Pre-Closing Bridge Notes (Details) | Nov. 02, 2021 USD ($) | Feb. 11, 2021 USD ($) | Sep. 30, 2023 USD ($) |
Subsequent event | Series D Preferred Stock | |||
COMMITMENTS AND CONTINGENCIES | |||
Percent of discount | 50% | ||
If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | Better HoldCo, Inc. | |||
COMMITMENTS AND CONTINGENCIES | |||
Percent of discount | 75% | ||
Amount of pre-money equity valuation | $ 6,900,000,000 | ||
If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | Better HoldCo, Inc. | Class B ordinary shares | |||
COMMITMENTS AND CONTINGENCIES | |||
Percent of discount | 75% | ||
If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | Better HoldCo, Inc. | Common Stock | |||
COMMITMENTS AND CONTINGENCIES | |||
Percent of discount | 75% | ||
Amount of pre-money equity valuation | $ 6,900,000,000 | ||
If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | Better HoldCo, Inc. | Common Stock | Class B ordinary shares | |||
COMMITMENTS AND CONTINGENCIES | |||
Amount of pre-money equity valuation | 6,900,000,000 | ||
If the proposed Business Combination is not completed on or before September 30, 2023 | Better HoldCo, Inc. | Subsequent event | Class B ordinary shares | |||
COMMITMENTS AND CONTINGENCIES | |||
Amount of pre-money equity valuation | $ 6,900,000,000 | ||
Bridge Note Purchase Agreement | Sponsor | |||
COMMITMENTS AND CONTINGENCIES | |||
Bridge notes purchased | $ 100,000,000 | $ 100,000,000 | |
Bridge Note Purchase Agreement | SB Northstar LP | |||
COMMITMENTS AND CONTINGENCIES | |||
Bridge notes purchased | 650,000,000 | $ 650,000,000 | |
Bridge Note Purchase Agreement | Better HoldCo, Inc. | |||
COMMITMENTS AND CONTINGENCIES | |||
Conversion rate of bridge notes into Better Class A common stock | 1 | ||
Consideration amount per one share | $ 10 | ||
Bridge Note Purchase Agreement | Better HoldCo, Inc. | |||
COMMITMENTS AND CONTINGENCIES | |||
Bridge notes issued | $ 750,000,000 | $ 750,000,000 | |
Conversion rate of bridge notes into Better Class A common stock | 1 | ||
Consideration amount per one share | $ 10 |
SHAREHOLDERS' EQUITY - Preferen
SHAREHOLDERS' EQUITY - Preference Shares (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
SHAREHOLDERS' EQUITY | ||
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY - Ordinary
SHAREHOLDERS' EQUITY - Ordinary Shares (Details) | 3 Months Ended | 6 Months Ended | ||||||
Sep. 30, 2023 USD ($) $ / shares | Feb. 24, 2023 USD ($) shares | Feb. 23, 2023 USD ($) shares | Jun. 30, 2023 USD ($) Vote $ / shares shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) Vote $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | |
SHAREHOLDERS' EQUITY | ||||||||
Adjustment to redemption value | $ | $ 16,999,995 | $ 16,999,995 | $ 287,884 | |||||
Surrender and cancellation of Founder Shares | $ | $ 263,123,592 | |||||||
If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Consideration | $ | $ 35,000,000 | |||||||
Better HoldCo, Inc. | If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Percent of discount | 75% | |||||||
Amount of pre-money equity valuation | $ | $ 6,900,000,000 | |||||||
Private Placement | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Surrender and cancellation of Founder Shares | $ | $ 263,123,592 | |||||||
Public shareholders | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Surrender and cancellation of Founder Shares (in shares) | 24,087,689 | |||||||
Public shareholders | Private Placement | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Surrender and cancellation of Founder Shares (in shares) | 24,087,689 | |||||||
Novator Capital Ltd. | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Surrender and cancellation of Founder Shares (in shares) | 1,663,760 | |||||||
Novator Capital Ltd. | Limited waiver | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Aggregate redemption amount | $ | $ 17,000,000 | |||||||
Novator Capital Ltd. | Limited waiver | If the proposed Business Combination is completed on or before September 30, 2023 | Subsequent event | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Share price | $ / shares | $ 10 | |||||||
Novator Capital Ltd. | Private Placement | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Surrender and cancellation of Founder Shares (in shares) | 1,663,760 | |||||||
Additional Paid-in Capital | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Adjustment to redemption value | $ | 16,637,434 | 16,637,434 | ||||||
Accumulated Deficit | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Adjustment to redemption value | $ | $ 362,395 | $ 362,395 | ||||||
Common Stock | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Redemption of Class A ordinary share (in shares) | 1,663,760 | |||||||
Adjustment to redemption value | $ | $ 16,999,995 | |||||||
Common Stock | Better HoldCo, Inc. | If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Percent of discount | 75% | |||||||
Amount of pre-money equity valuation | $ | $ 6,900,000,000 | |||||||
Class A ordinary share | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Class A ordinary share | Common Stock | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Redemption of Class A ordinary share (in shares) | (1,663,760) | |||||||
Adjustment to redemption value | $ | $ 166 | |||||||
Class A ordinary shares subject to possible redemption | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Class A ordinary stock subject to possible redemption, outstanding (in shares) | 212,598 | 212,598 | 24,300,287 | |||||
Adjustment to redemption value | $ | $ 166 | $ 19,954 | $ 16,999,995 | |||||
Class A ordinary shares not subject to possible redemption | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, votes per share | Vote | 1 | 1 | ||||||
Ordinary shares, shares issued (in shares) | 1,836,240 | 1,836,240 | 3,500,000 | |||||
Ordinary shares, shares outstanding (in shares) | 1,836,240 | 1,836,240 | 3,500,000 | |||||
Class B ordinary shares | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, votes per share | Vote | 1 | 1 | ||||||
Ordinary shares, shares issued (in shares) | 6,950,072 | 6,950,072 | 6,950,072 | |||||
Ordinary shares, shares outstanding (in shares) | 6,950,072 | 6,950,072 | 6,950,072 | |||||
Shares subject to forfeiture | 249,928 | 249,928 | 249,928 | |||||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20% | |||||||
Ratio to be applied to the stock in the conversion | 20 | |||||||
Class B ordinary shares | Better HoldCo, Inc. | If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Percent of discount | 75% | |||||||
Class B ordinary shares | Common Stock | Better HoldCo, Inc. | If the proposed Business Combination is not completed on or before September 30, 2023 | Subsequent event | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Amount of pre-money equity valuation | $ | $ 6,900,000,000 | |||||||
Series D Preferred Stock | Subsequent event | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Percent of discount | 50% |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants (Details) | 6 Months Ended |
Jun. 30, 2023 D $ / shares | |
Warrants | |
SHAREHOLDERS' EQUITY | |
Maximum period after business combination in which to file registration statement | 30 days |
Public Warrants | |
SHAREHOLDERS' EQUITY | |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Public Warrants expiration term | 5 years |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Trading period after business combination used to measure dilution of warrant | D | 10 |
Warrant exercise price adjustment multiple | 115 |
Warrant redemption price adjustment multiple | 180 |
Restrictions on transfer period of time after business combination completion | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
SHAREHOLDERS' EQUITY | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Redemption period | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
SHAREHOLDERS' EQUITY | |
Warrant redemption condition minimum share price | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 90 days |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 |
Redemption period | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
FAIR VALUE MEASUREMENTS | ||
Investments held in Trust Account - cash and cash equivalents | $ 21,317,257 | $ 282,284,619 |
U.S. Treasury Securities | Money market funds | ||
FAIR VALUE MEASUREMENTS | ||
Investments held in Trust Account - cash and cash equivalents | $ 21,317,257 | |
Level 3 | Dividend rate | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | 0 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring Basis (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
FAIR VALUE MEASUREMENTS | ||
Investments held in Trust Account - cash and cash equivalents | $ 21,317,257 | $ 282,284,619 |
Derivative warrant liabilities | 480,601 | 472,512 |
Level 1 | Recurring | ||
FAIR VALUE MEASUREMENTS | ||
Investments held in Trust Account - cash and cash equivalents | 21,317,257 | 282,284,619 |
Total Fair Value | 21,470,956 | 282,375,745 |
Level 1 | Recurring | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Derivative warrant liabilities | 153,699 | 91,126 |
Level 3 | Recurring | ||
FAIR VALUE MEASUREMENTS | ||
Total Fair Value | 326,902 | 381,386 |
Level 3 | Recurring | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Derivative warrant liabilities | $ 326,902 | $ 381,386 |
FAIR VALUE MEASUREMENTS - Unobs
FAIR VALUE MEASUREMENTS - Unobservable inputs (Details) - Level 3 - Private Placement Warrants | Jun. 30, 2023 $ / shares Y | Dec. 31, 2022 $ / shares Y | Mar. 08, 2021 Y $ / shares |
Stock price | |||
FAIR VALUE MEASUREMENTS | |||
Measurement input | 10.45 | 10.09 | 10.02 |
Strike price | |||
FAIR VALUE MEASUREMENTS | |||
Measurement input | 11.50 | 11.50 | 11.50 |
Probability of completing a Business Combination | |||
FAIR VALUE MEASUREMENTS | |||
Measurement input | 0.6000 | 0.4000 | 0.900 |
Remaining term (in years) | |||
FAIR VALUE MEASUREMENTS | |||
Measurement input | Y | 1.13 | 2.89 | 5.5 |
Volatility | |||
FAIR VALUE MEASUREMENTS | |||
Measurement input | 0.0500 | 0.0300 | 0.1500 |
Risk-free rate | |||
FAIR VALUE MEASUREMENTS | |||
Measurement input | 0.0526 | 0.0420 | 0.0096 |
Fair value of warrants | |||
FAIR VALUE MEASUREMENTS | |||
Measurement input | 0.06 | 0.07 | 0.86 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Recurring - USD ($) | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Warrants | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Fair value at beginning | $ 733,739 | $ 472,512 | $ 11,262,650 | $ 13,340,717 |
Change in valuation inputs or other assumptions | (253,138) | 261,227 | (3,813,346) | (2,078,067) |
Fair value at ending | 480,601 | 733,739 | 7,449,304 | 11,262,650 |
Level 1 | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Fair value at beginning | 352,353 | 91,126 | 2,490,771 | 4,677,805 |
Change in valuation inputs or other assumptions | (198,654) | 261,227 | (1,579,513) | (2,187,034) |
Fair value at ending | 153,699 | 352,353 | 911,258 | 2,490,771 |
Level 3 | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | ||||
Fair value at beginning | 381,386 | 381,386 | 8,771,879 | 8,662,912 |
Change in valuation inputs or other assumptions | (54,484) | (2,233,833) | 108,967 | |
Fair value at ending | $ 326,902 | $ 381,386 | $ 6,538,046 | $ 8,771,879 |