November 10, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: | Julia Griffith | |
John Dana Brown | ||
Rolf Sundwall | ||
Michelle Miller | ||
Re: | Aurora Acquisition Corp. | |
Amendment No. 2 to the Registration Statement on Form S-4 | ||
Filed October 29, 2021 | ||
File No. 333-258423 |
Ladies and Gentlemen:
On behalf of Aurora Acquisition Corp. (the Company), we are submitting this letter to the Securities and Exchange Commission (the SEC) via EDGAR in response to the comment letter from the staff of the SEC (the Staff), dated November 8, 2021 (the Comment Letter), pertaining to the Companys above-referenced Amendment No. 2 to the Registration Statement on Form S-4 filed on October 29, 2021. In connection with such responses, the Company is concurrently filing an Amendment No. 3 to the Registration Statement (the Amended Registration Statement). Capitalized terms used but not defined in this letter have the meaning given in the Amended Registration Statement.
To assist your review, we have reproduced the text of the Staffs comments in italics below, followed by responses on behalf of the Company.
Registration Statement on Form S-4 filed October 29, 2021
Questions and Answers for the Shareholders of Aurora, page 10
1. | Provide a separate Question and Answer addressing the fact that Betters financial projections that Aurora considered when evaluating and recommending the business combination will not be realized. Include a cross reference to the risk factor Since the date of preparation, the assumptions underlying the Better projected financial information considered by Aurora have changed considerably. |
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Response to Comment 1:
In response to the Staffs comment 1, the Company has provided a separate Question and Answer on page 13 of the Amended Registration Statement addressing the fact that Betters financial projections that Aurora considered when evaluating and recommending the business combination will not be realized and including the requested cross references.
Risk Factors, If we do not obtain and maintain the appropriate state licenses, page 123
2. | We note your response to our prior comment 3. Please disclose the specific violations of state disclosure, advertising, and licensable activity rules, and certain federal disclosure rules that the charges against you allege. Disclose whether these matters could impact any approval you need from regulators in the State of Washington for the Business Combination and the Transactions, as discussed in the risk factor on page 121, and update that discussion accordingly. In addition, provide disclosure in Betters Legal Proceedings on page 315, including a description of the factual basis alleged to underlie the proceedings and the relief sought. |
Response to Comment 2:
The Company respectfully advises the Staff that it has revised pages 124, 314, and 315 of the Amended Registration Statement in response to the Staffs comment 2. As disclosed therein, Better has reached a settlement agreement with the Washington Department of Financial Institutions (WA DFI) resolving the charges in a manner satisfactory to the WA DFI and to Better. Accordingly, these matters will have no impact on any approval needed from regulators in the State of Washington for the Business Combination and the Transactions. Further, the settlement does not affect Betters ability to do business in the State of Washington. Pursuant to the terms of the settlement, Better has agreed (1) to pay a fine of $80,000 plus a $7,000 service fee, (2) to provide additional training on licensure requirements to Betters managers and (3) to permit the WA DFI to conduct a compliance exam to determine compliance with the consent order [included in the settlement] and licensure requirements. The Company respectfully advises the Staff that it believes that such settlement terms, including the fine and related service fee described above, are not material to the Companys or Betters operations as a whole. Nonetheless, Better has included such disclosure in Betters Legal Proceedings on pages 314 and 315.
We hope that the foregoing has been responsive to the Staffs comments. If you have any questions or comments about this letter or need any further information, please call the undersigned at (212) 841-0623 of Ropes & Gray LLP.
Very truly yours,
/s/ Carl P. Marcellino
Carl P. Marcellino
cc: | Arnaud Massenet, Aurora Acquisition Corp. | |
Elizabeth Todd, Ropes & Gray LLP |
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