Thor Bjorgolfsson Form 4 Better Home & Finance Holding / Thor Bjorgolfsson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bjorgolfsson Thor

(Last) (First) (Middle)

20 NORTH AUDLEY STREET

(Street)

LONDON X0 W1K 6LX

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Better Home & Finance Holding Co [ BETR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/22/2024		J(1)		20,000(2)	A	(1)	20,000(2)	I(3)	Held through NaMa Capital Limited.(3)
Class A Common Stock								916,162(2)	I(4)	Held through Novator Capital Sponsor Ltd.(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	(5)							(5)	(5)	Class A Common Stock	45,800(2)		45,800	I(4)	Held through Novator Capital Sponsor Ltd.(4)

Explanation of Responses:

1. On August 22, 2024, NaMa Capital Limited, a company incorporated in Guernsey ("NaMa") entered into a Stock Purchase Agreement by and between NaMa, Unbound HoldCo Ltd and Unbound Consolidator Limited (the "Unbound SPA"). Pursuant to the SPA, NaMa purchased 20,000 shares of Class A common stock of Better Home & Finance Holding Company (f/k/a Aurora Acquisition Corp.) (the "Issuer") from Unbound ConsolidatorCo Limited (after giving effect to the August 2024 50-for-1 reverse stock split of the Issuer). In consideration for the shares purchased by NaMa, NaMa agreed to redeem all participating shares held by NaMa in Unbound ConsolidatorCo Limited and the release of certain funding obligations owed by NaMa's to Unbound ConsolidatorCo Limited. The Unbound SPA contained customary representations, warranties and covenants by, among and for the benefit of the parties.

2. On August 16, 2024, the Issuer effected a 1-for-50 reverse stock split of its Class A common stock (the "Reverse Stock Split"), which is reflected in the Reporting's Person's number of securities beneficially owned reported in this filing.

3. The securities are held of record by NaMa, and Thor Bjorgolfsson may be deemed to have dispositive and voting control over the securities held by NaMa. NaMa is indirectly 99.9% owned by the irrevocable discretionary trust known as The Future Holdings Trust ("FHT") for which BB Trustees SA acts as trustee; the directors of such trust are Alessandro Passardi, Jan Rottiers and Arnaud Cywie. Mr. Bjorgolfsson disclaims beneficial ownership of the shares owned by NaMa.

4. The securities are held of record by Novator Capital Sponsor Ltd., a Cyprus limited liability company ("NCSL"), and Thor Bjorgolfsson may be deemed to have dispositive and voting control over the securities held by NCSL. NCSL is indirectly 99.9% owned by FHT for which BB Trustees SA acts as trustee; the directors of such trust are Alessandro Passardi, Jan Rottiers and Arnaud Cywie. Mr. Bjorgolfsson disclaims beneficial ownership of the shares owned by NCSL.

5. As adjusted for the Reverse Stock Split, each Warrant is exercisable to purchase one share of Class A common stock at a price of $575.00 per share, subject to adjustment. The Warrants expire on August 22, 2028, five years after the completion of the business combination between Aurora Acquisition Corp. and the Better Holdco, Inc., a Delaware corporation in August 2022.

	/s/ Thor Bjorgolfsson	10/25/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.