United States securities and exchange commission logo
October 18, 2021
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re: Aurora Acquisition
Corp.
Amendment No. 1 to
Registration
Statement on Form S-4
Filed September 30,
2021
File No. 333-258423
Dear Mr. Massenet:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 30, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed September
30, 2021
Questions and Answers for the Shareholders of Aurora, page 10
1. We note your response
to our prior comment 2. Please revise the Summary section or the
Q&A to discuss why 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. In your discussion explain that the Sponsor
paid approximately
$0.004 per share for 5,750,000 Aurora Class B ordinary shares.
2. We note your response
to our prior comment 8. Please revise the Q&A "How will
dilution affect the
shareholders who elect not to redeem their shares in connection with the
Arnaud Massenet
FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
Comapany
October 18,NameAurora
2021 Acquisition Corp.
October
Page 2 18, 2021 Page 2
FirstName LastName
Business Combination?" on page 25 to ensure you are discussing all
potential sources of
dilution that shareholders who elect not to redeem their shares may
experience in
connection with the Business Combination. In that regard we note your
disclosure on
page 273 discussing the dilutive effects of the anti-dilution
provisions in the Aurora Class
B ordinary shares if the provisions resulted in the issuance of Aurora
Class A ordinary
shares on a greater than one-to-one basis upon conversion of the
Aurora Class B ordinary
shares.
Risk Factors
If we do not obtain and maintain the appropriate state licenses, page 119
3. Please disclose the "certain compliance concerns" from the notice of
charges from
the Washington Department of Financial Institutions that you received
on September 2,
2021.
Unaudited Projected Financial Information, page 192
4. We note your response to our prior comment 19. In order to assist
investors in evaluating
the projections disclosed, including your enhanced disclosure that you
expect to report a
net loss and an Adjusted Net Loss for the quarter ending September 30,
2021 and the year
ending December 31, 2021, considering a net loss of $3.7 million,
adjusted net income of
$83.9 million and Adjusted EBITDA of $103.9 million for the six months
ending June 30,
2021, please disclose actual and projected (unadjusted ) net
income(loss) and EBIDTA for
the periods presented and reconcile to Adjusted Net Income and
Adjusted EBITDA as
disclosed. Refer to Regulation S-K, Item 10(b)(2) and (3)(ii-iv).
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination and Related Transactions, page 248
5. Please reconcile and clearly disclose the share activity to explain
the difference between
the 686.5 million shares to be outstanding at closing disclosed in
your pro forma
calculations on page 250 with the 778.4 million shares to be
outstanding post-business
combination disclosed on page 15.
Key Business Metrics, page 315
6. We acknowledge your response to our prior comment 23, and your risk
factor disclosures
concerning geographic concentrations on page 102. It appears that the
majority of your
aggregate home loan production occurs in states other than California,
Texas and Florida.
It also seems possible that the economic environment in these three
states may not be
comparable. Please revise your disclosure of Key Business Metrics on
page 315 to
include the geographic location of your funded loan volume.
Arnaud Massenet
Aurora Acquisition Corp.
October 18, 2021
Page 3
Results of Operations, page 321
7. We note your response to our prior comment 25. However, we are unable
to locate
disaggregated disclosure of general and administrative expenses.
Considering the 101%
period-over-period increase in general and administrative expenses for
the six months
ending June 30, 2021 compared to the six months ending June 30, 2020
and in order to
provide investors with an understanding of the more fixed
personnel-related compensation
expense, excluding stock-based compensation as well as the variable
components of your
general and administrative expenses, please disaggregate your general
and administrative
expenses for the periods presented.
8. Please disclose if any loans held for sale are greater than 90 days
past due and or non-
performing for the periods presented.
Contractual Obligations, page 334
9. Please enhance your disclosure to reflect that your contractual
obligations under your
2020 Credit Facility increased to $151.4 million at June 30, 2021, the
total of such facility
as well as the increase in related interest payments. Refer to
Instruction 7 to paragraph
(b) of Item 303 of Regulation S-K.
Better HoldCo, Inc. and Subsidiaries Consolidated Financial Statements
Note 3. Mortgage Loans and Held for Sale and Warehouse Lines of Credit, page
F-48
10. Please disclose the number of days on average that you hold loans held
for sale and if any
loans are greater than 90 days past due and or non-performing for the
six months ending
June 30, 2021 and the years ending December 31, 2020 and 2019. Refer
to ASC 825-10-
50-25-(c).
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
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
October 18, 2021 Page 3 Office of
Finance
FirstName LastName