0000899243-23-018684.txt : 20230908 0000899243-23-018684.hdr.sgml : 20230908 20230908214252 ACCESSION NUMBER: 0000899243-23-018684 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230822 FILED AS OF DATE: 20230908 DATE AS OF CHANGE: 20230908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarracino Steven CENTRAL INDEX KEY: 0001624037 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246537 MAIL ADDRESS: STREET 1: 401 CONGRESS AVE., SUITE 1850 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Activant Ventures III, LP CENTRAL INDEX KEY: 0001760228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246536 BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-489-9080 MAIL ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Activant Ventures III Opportunities Fund 1, LP CENTRAL INDEX KEY: 0001779961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246535 BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-489-9080 MAIL ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Activant Ventures III Opportunities Fund 2, LP CENTRAL INDEX KEY: 0001796950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246534 BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-489-9080 MAIL ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Activant Ventures III Opportunities Fund 3, LP CENTRAL INDEX KEY: 0001801580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246533 BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVE., 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-489-9080 MAIL ADDRESS: STREET 1: 323 RAILROAD AVE., 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Activant Ventures Advisors III, LLC CENTRAL INDEX KEY: 0001992147 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246530 BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-489-9080 MAIL ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Activant Ventures III Opportunities Fund 6, LP CENTRAL INDEX KEY: 0001823414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246531 BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 489-9080 MAIL ADDRESS: STREET 1: 323 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Activant Ventures III Opportunities Fund 4, LP CENTRAL INDEX KEY: 0001808595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246532 BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 489-9080 MAIL ADDRESS: STREET 1: 323 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Activant Holdings I, LTD CENTRAL INDEX KEY: 0001991432 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246528 BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-489-9080 MAIL ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Activant Capital Management, LLC CENTRAL INDEX KEY: 0001992093 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231246529 BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-489-9080 MAIL ADDRESS: STREET 1: 323 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Better Home & Finance Holding Co CENTRAL INDEX KEY: 0001835856 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 933029990 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 WORLD TRADE CENTER STREET 2: 175 GREENWICH STREET, 57TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 646-839-0086 MAIL ADDRESS: STREET 1: 3 WORLD TRADE CENTER STREET 2: 175 GREENWICH STREET, 57TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: Aurora Acquisition Corp. DATE OF NAME CHANGE: 20201211 FORMER COMPANY: FORMER CONFORMED NAME: Aurora Capital Holding Corp. DATE OF NAME CHANGE: 20201209 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0508 4/A 2023-08-22 2023-08-24 0 0001835856 Better Home & Finance Holding Co BETR 0001624037 Sarracino Steven C/O BETTER HOME & FINANCE HOLDING CO 3 WORLD TRADE CENTER, 175 GREENWICH ST NEW YORK NY 10007 1 0 1 0 0001760228 Activant Ventures III, LP 323 RAILROAD AVENUE GREENWICH CT 06830 1 0 1 0 0001779961 Activant Ventures III Opportunities Fund 1, LP 323 RAILROAD AVENUE GREENWICH CT 06830 1 0 1 0 0001796950 Activant Ventures III Opportunities Fund 2, LP 323 RAILROAD AVENUE GREENWICH CT 06830 1 0 1 0 0001801580 Activant Ventures III Opportunities Fund 3, LP 323 RAILROAD AVENUE GREENWICH CT 06830 1 0 1 0 0001808595 Activant Ventures III Opportunities Fund 4, LP 323 RAILROAD AVENUE GREENWICH CT 06830 1 0 1 0 0001823414 Activant Ventures III Opportunities Fund 6, LP 323 RAILROAD AVENUE GREENWICH CT 06830 1 0 1 0 0001992147 Activant Ventures Advisors III, LLC 323 RAILROAD AVENUE GREENWICH CT 06830 1 0 1 0 0001992093 Activant Capital Management, LLC 323 RAILROAD AVENUE GREENWICH CT 06830 1 0 1 0 0001991432 Activant Holdings I, LTD 323 RAILROAD AVENUE GREENWICH CT 06830 1 0 1 0 0 Class B Common Stock 2023-08-22 4 A 0 18339423 A Class A Common Stock 18339423 18339423 I By Activant Holdings I, Ltd. Class B Common Stock 2023-08-22 4 A 0 7151754 A Class A Common Stock 7151754 7151754 I By Activant Ventures III Opportunities Fund 1, LP Class B Common Stock 2023-08-22 4 A 0 1080188 A Class A Common Stock 1080188 1080188 I By Activant Ventures III Opportunities Fund 2, L.P. Class B Common Stock 2023-08-22 4 A 0 873305 A Class A Common Stock 873305 873305 I By Activant Ventures III Opportunities Fund 3, LP Class B Common Stock 2023-08-22 4 A 0 1400933 A Class A Common Stock 1400933 1400933 I By Activant Ventures III Opportunities Fund 4, L.P. Class B Common Stock 2023-08-22 4 A 0 6111340 A Class A Common Stock 6111340 6111340 I By Activant Ventures III Opportunities Fund 6, LP Class B Common Stock 2023-08-22 4 A 0 26349310 A Class A Common Stock 26349310 26349310 I By Activant Ventures III, L.P. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, (iii) the vote of 85% of the holders of Class B Common Stock outstanding; and (iv) following the date of the death or permanent disability of Better Holdco's founder. Activant Holdings I, Ltd. received 18,339,423 shares of Class B Common Stock of the Issuer in exchange for 6,000,000 shares of Series A Preferred Stock of Better Holdco, Inc. ("Better Holdco"), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of May 10, 2021 (as amended, the "Merger Agreement"), by and among Aurora Acquisition Corp, a Cayman Islands exempted company ("Aurora" and, following the Business Combination, the "Issuer"), Aurora Merger Sub I, Inc. a Delaware corporation and a direct wholly owned subsidiary of Aurora, and Better Holdco. Upon consummation of the business combination contemplated by the Merger Agreement (the "Business Combination"), as described on the Form S-4 (File No. 333-258423) filed by Aurora with the U.S. Securities and Exchange Commission and declared effective on July 27, 2023, the surviving entity of the Business Combination, the "Issuer", was renamed "Better Home & Finance Holding Company". Steven Sarracino is the controlling shareholder of Activant Holdings I, Ltd. Therefore, Mr. Sarracino may be deemed to have voting and dispositive power over the shares held by Activant Holdings I, Ltd. Mr. Sarracino disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Activant Ventures III Opportunities Fund 1, LP received 7,151,754 shares of Class B Common Stock of the Issuer in exchange for 2,339,797 shares of Series C Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 1, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 1, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 1, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Activant Ventures III Opportunities Fund 2, L.P. received 1,080,188 shares of Class B Common Stock of the Issuer in exchange for 353,399 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 2, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 2, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 2, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Activant Ventures III Opportunities Fund 3, LP received 873,305 shares of Class B Common Stock of the Issuer in exchange for 285,714 shares of Series A Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 3, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 3, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 3, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Activant Ventures III Opportunities Fund 4, L.P. received 1,400,933 shares of Class B Common Stock of the Issuer in exchange for 458,335 shares of Class B Common Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 4, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 4, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 4, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Activant Ventures III Opportunities Fund 6, LP received 6,111,340 shares of Class B Common Stock of the Issuer in exchange for 1,999,411 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 6, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 6, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 6, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Activant Ventures III, L.P. received 26,349,310 shares of Class B Common Stock of the Issuer in exchange for 173,866 shares of Class B Common Stock, 788,122 shares of Class O Common Stock, 611,720 shares of Series A Preferred Stock, 6,434,441 shares of Series C Preferred Stock and 612,378 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details. Steven Sarracino is the controlling shareholder of Activant Ventures III, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III, L.P. Therefore, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power over the shares held by Activant Ventures III, L.P. Activant Capital Management, LLC and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. This amendment to the Form 4 filed on August 24, 2023 is being filed solely to reflect certain additional entities as reporting persons following the receipt or recovery of EDGAR filing credentials for such persons and to clarify the relationships between such persons, and does not otherwise change any information set forth in the original Form 4. /s/ Steven Sarracino 2023-09-08 /s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 1, L.P. 2023-09-08 /s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 2, L.P. 2023-09-08 /s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 3, L.P. 2023-09-08 /s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 4, L.P. 2023-09-08 /s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 6, L.P. 2023-09-08 /s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III, L.P. 2023-09-08 /s/ Steven Sarracino, as sole member and manager of Activant Ventures Advisors III, LLC 2023-09-08 /s/ Steven Sarracino, as sole member and manager of Activant Capital Management, LLC 2023-09-08 /s/ Steven Sarracino, as authorized person for the GPs of Activant Holdings I, Ltd. 2023-09-08