United States securities and exchange commission logo
August 30, 2021
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re: Aurora Acquisition
Corp.
Registration
Statement on Form S-4
Filed August 3,
2021
File No. 333-258423
Dear Mr. Massenet:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 3, 2021
Summary of the Proxy Statement/Prospectus, page 29
1. Please provide a Q&A,
or furnish information in the Summary, quantifying the aggregate
dollar amount and
describing the nature of what the Sponsor and its affiliates have at risk
that depends on
completion of a business combination. Include the current value of
securities held, loans
extended, fees due, and out-of-pocket expenses for which the
Sponsor and its
affiliates are awaiting reimbursement. Provide similar disclosure for
Aurora's and Better's
officers and directors, if material.
2. Please clarify in the
Q&A or the Summary that the Sponsor and its affiliates can earn a
positive rate of return
on their investment, even if other SPAC shareholders experience a
negative rate of return
in the post-business combination company.
Arnaud Massenet
FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
Comapany
August 30, NameAurora
2021 Acquisition Corp.
August
Page 2 30, 2021 Page 2
FirstName LastName
3. Please revise the Summary to add diagrams depicting the
pre-combination organizational
structure of both Aurora and Better, and the post-combinational
organizational structure of
the combined company. Also, please ensure that these diagrams, as
applicable, clearly
identify ownership percentages of the different security holder
groups, such as the
sponsor, the public shareholders of Aurora, existing shareholders of
Better, the PIPE
Investors and the Sponsor Related PIPE Investors under both no and
maximum
redemption scenarios.
4. Also in the Summary, please include a discussion clearly explaining
the steps to the
transactions, beginning with the Domestication and including each of
the mergers and the
other transactions necessary to consummate the Merger Agreement.
5. Please revise your disclosure regarding growth where it first appears
on page 30 and
throughout the proxy statement/prospectus to ensure that your
descriptions of the
company's growth are balanced. For example, we note that the company's
disclosure
reflects significant growth following the the COVID-19 outbreak and
related economic
impacts, which may represent an anomaly for the home mortgage market,
and could be an
anomaly for the company in light of its operating history and net
losses. Please revise to
provide a more detailed and prominent discussion of the risks that
recent growth may not
be indicative of future experience.
6. Please revise the table on page 40 to separately disclose the
percentages held by the
Sponsor and the Sponsor Related PIPE Investors.
7. Please provide a Q&A or include a discussion in the Summary explaining
the basis for the
board determining it was not necessary to obtain a fairness opinion
for the business
combination.
Redemption Rights, page 41
8. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
9. Please disclose all possible sources and extent of dilution that
shareholders who elect not
to redeem their shares may experience in connection with the Business
Combination.
Provide disclosure of the impact of each significant source of
dilution, including the
amount of equity held by the founders, convertible securities,
including warrants retained
by redeeming shareholders, at each of the redemption levels detailed
in your sensitivity
analysis, including any necessary assumptions.
Selected Historical Financial Information of Better, page 54
10. You state that the historical consolidated balance sheet as of
December 31, 2020 and 2019
are derived from Better's audited consolidated financial statements
included elsewhere in
the proxy statement prospectus. However no balance sheet information
is presented.
Arnaud Massenet
FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
Comapany
August 30, NameAurora
2021 Acquisition Corp.
August
Page 3 30, 2021 Page 3
FirstName LastName
Please include and or revise your disclosure accordingly.
Risk Factors, page 62
11. Please revise the Risk Factor on page 62 to quantify the portion of
your business
attributable to refinancing loans, and explain to what extent you have
been able to alter the
company's business model towards less interest rate sensitive lines of
business.
12. Please expand your discussion of Better's integrated relationship with
Ally Bank to more
fully explain in greater detail the material terms and conditions of
the relationship, and the
reasons that disruption to the relationship could be expected to have
a material adverse
impact on your business. If applicable, quantify any fees and how they
are calculated.
Here or in the section describing Better's business, quantify the
portion of your business
that is dependent on the integrated relationship with Ally Bank, and
file any written
agreements between Ally Bank and Better as material contracts, or
advise. If there are no
written agreements governing the relationship, please disclose that in
the risk factor on
page 64. Also, please expand the disclosure in the Risk Factor on page
70 to explain what
percentage of your business is currently done via the private label
mechanism with Ally
Bank, and whether you currently intend, as you discuss on page 293, to
make this a more
significant revenue model in the future.
13. Expand the Risk Factor at the top of page 72 to summarize what tasks
the company's
6,500 employees are hired to perform. We note in this regard that the
company describes
itself as "digital first." Please provide further information about
what types of employees
the company is seeking to hire, and where they are located.
14. We note your disclosure on page 131 that your prospectus includes
industry and market
data obtained from sources outside the company. To the extent that you
have relied on any
reports or studies that you commissioned from third party sources to
support your
disclosure, please provide the consents of these third parties with
your next amendment or
tell us why you believe that you are not required to do so.
15. Please disclose the material risks to the unaffiliated investors
presented by taking the
company public through a merger rather than an underwritten offering.
The risks may
include the lack of a fairness opinion or other third party valuation,
and the absence of the
due diligence an underwriter would provide or the liability for
material misstatements or
omissions to which an underwriter would be subject.
BCA Proposal, page 145
16. Please provide an illustrative example of the aggregate merger
consideration, including
each material component, including the exchange ratio. Provide similar
disclosure in the
Q&A or Summary.
17. Please refer to the statement regarding the Founder Side Letter on
page 167 that the Better
Founder and CEO will donate any cash consideration he receives for his
Better shares
pursuant to Article III of the Merger Agreement to one or more
charitable or political
Arnaud Massenet
FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
Comapany
August 30, NameAurora
2021 Acquisition Corp.
August
Page 4 30, 2021 Page 4
FirstName LastName
organizations of his choice. Revise to state the anticipated amount of
such cash
consideration he is expected to receive and explain the specific
reasons for the receipt of
such cash consideration.
Aurora's Board of Directors' Reasons for the Business Combination , page 174
18. Please balance the disclosure in this section by stating whether the
board considered any
negative factors in its analysis of the merger related to the business
of Better as opposed to
the transactional risks highlighted in the disclosure. If the board
did not consider any
negative factors related to the business of Better, state that in the
disclosure.
Unaudited Projected Financial Information, page 178
19. Please tell us, and revise your next amendment as applicable, to
disclose the following
related to your projected financial information:
The material assumptions used in preparing your projected
financial information and
your estimated growth in market share; and
The process undertaken to formulate the projections, the parties
who participated in
the preparation of the projections, when the projections were
completed, and how
they were used.
20. We note the language stating that the financial projections "should
not be relied upon as
being indicative of future results, and readers of this proxy
statement/prospectus,
including investors or holders, are cautioned not to place undue
reliance on this
information. You are cautioned not to rely on the projections in
making a decision
regarding the Business Combination, as the projections may be
materially different than
actual results." These statements unduly limit a shareholder's
reliance on the disclosure in
the filing. Please delete or revise as appropriate.
Aurora's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 258
21. In the first bullet point on page 258 please include a cross-reference
to a discussion of
the anti-dilution provisions in the Aurora Class B ordinary shares.
Better's Management's Discussion and Analysis of Financial Condition and
Results of
Operations , page 291
22. Please expand your discussion of the Home Finance Mortgage Platform
Revenue Model
to explain how the integrated relationship model works. Include a
presentation of the
steps in the sale of the loans and explain how loan servicing works in
the B2B channel.
Key Business Metrics, page 291
23. Please disclose the following to provide transparency and inform
investors of the drivers
of your operations and growth for the periods presented and discuss
year-over-year
changes:
Arnaud Massenet
FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
Comapany
August 30, NameAurora
2021 Acquisition Corp.
August
Page 5 30, 2021 Page 5
FirstName LastName
Funded loan volume by type, i.e. direct to consumer, business
to business,
conforming, FHA/VA, jumbo;
Geographic location of funded loan volume;
Average loan amount;
Credit scores of funded loan volume;
Weighted average loan rate; and
Gain on sale margin.
Refer to Item 303(a)(3) of Regulation S-K and Section III.D of SEC
Release No. 33-6835.
Results of Operations, page 302
24. Please disaggregate mortgage platform revenue, net consistent with
your components of
revenue discussion on page 298 and enhance your discussion of
year-over-year changes as
necessary. Refer to Item 303(a)(3) of Regulation S-K and Section III.D
of SEC Release
No. 33-6835.
25. Please disaggregate general and administrative expense consistent with
your components
of operating expenses discussion on page 300 and enhance your
discussion of year-over-
year changes as necessary. Refer to Item 303(a)(3)of Regulation S-K
and Section III.D of
SEC Release No. 33-6835.
Non-GAAP Financial Measures, page 306
26. Please revise your disclosure to explain how Adjusted Net Income is
useful to investors
regarding your financial condition and or results of operation,
considering your Adjusted
EBITDA measure and Income (loss) from operations as presented on your
consolidated
statement of operations. Refer to Item 10(e)(1)(i) of Regulation S-K.
Critical Accounting Policies and Estimates
Loan Repurchase Reserve, page 316
27. Please enhance your disclosure to discuss the assumptions used in
determining your loan
repurchase reserve estimate.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Rolf Sundwall at 202-551-3105 or Michelle Miller at
202-551-3368 if
you have questions regarding comments on the financial statements and related
matters. Please
Arnaud Massenet
Aurora Acquisition Corp.
August 30, 2021
Page 6
contact Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with
any other
questions.
FirstName LastNameArnaud Massenet Sincerely,
Comapany NameAurora Acquisition Corp.
Division of
Corporation Finance
August 30, 2021 Page 6 Office of Finance
FirstName LastName