Filing Details
- Accession Number:
- 0001193125-23-258466
- Form Type:
- 13D Filing
- Publication Date:
- 2023-10-17 20:00:00
- Filed By:
- Activant Ventures Advisors Iii, Llc
- Company:
- Better Home & Finance Holding Co
- Filing Date:
- 2023-10-18
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Steven Sarracino | 0 | 61,306,253 | 0 | 61,306,253 | 61,306,253 | 14.9% |
| Activant Ventures Advisors III | 0 | 61,306,253 | 0 | 61,306,253 | 61,306,253 | 14.9% |
| Activant Capital Management | 0 | 61,306,253 | 0 | 61,306,253 | 61,306,253 | 14.9% |
| Activant Ventures III | 0 | 26,349,310 | 0 | 26,349,310 | 26,349,310 | 7.0% |
| Activant Holdings I, Ltd | 0 | 18,339,423 | 0 | 18,339,423 | 18,339,423 | 5.0% |
| Activant Ventures III Opportunities Fund 1 | 0 | 7,151,754 | 0 | 7,151,754 | 7,151,754 | 2.0% |
| Activant Ventures III Opportunities Fund | 0 | 1,080,188 | 0 | 1,080,188 | 1,080,188 | 0.3% |
| Activant Ventures III Opportunities Fund 3 | 0 | 873,305 | 0 | 873,305 | 873,305 | 0.2% |
| Activant Ventures III Opportunities Fund 4 | 0 | 1,400,933 | 0 | 1,400,933 | 1,400,933 | 0.4% |
| Activant Ventures III Opportunities Fund 6 | 0 | 6,111,340 | 0 | 6,111,340 | 6,111,340 | 1.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Better Home & Finance Holding Company
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
08774B102
(CUSIP Number)
Carl Marcellino
Daniel Forman
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036-8704
(212) 596-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 12, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Steven Sarracino | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
61,306,253 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
61,306,253 (1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,306,253 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (2) | |||||
| (1) | Consists of 61,306,253 shares of Class A common stock that may be obtained upon the conversion of (a) 18,339,423 shares of Better Home & Finance Class B common stock held of record by Activant Holdings I, Ltd., (b) 7,151,754 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 1, L.P., (c) 1,080,188 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 2, L.P., (d) 873,305 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 3, L.P., (e) 1,400,933 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 4, L.P., (f) 6,111,340 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 6, L.P., and (g) 26,349,310 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III, L.P. Class B common stock, which is not registered under the Exchange Act, is convertible into shares of Class A common stock on a share-for-share basis. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 1, L.P., Activant Ventures III Opportunities Fund 2, L.P., Activant Ventures III Opportunities Fund 3, L.P., Activant Ventures III Opportunities Fund 4, L.P., and Activant Ventures III Opportunities 6, L.P., the general partner of the entities which own Activant Ventures III, L.P. Therefore, Activant Ventures Advisors III, LLC may be deemed to have voting power and dispositive power with respect to the shares hold by these entities. Steven Sarracino is Principal of Activant Ventures Advisors III, LLC, and therefore, Mr. Sarracino may be deemed to have beneficial ownership of the shares held by the entities affiliated with Activant Ventures Advisors III, LLC. Mr. Sarracino is also 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. However, Mr. Sarracino disclaims beneficial ownership over the shares, and in all events disclaims pecuniary interest except to the extent of his economic interest. |
| (2) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the SEC) on October 12, 2023, plus the 61,306,253 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Persons. |
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Activant Ventures Advisors III, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
61,306,253 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
61,306,253 (1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,306,253 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Consists of 61,306,253 shares of Class A common stock that may be obtained upon the conversion of (a) 18,339,423 shares of Better Home & Finance Class B common stock held of record by Activant Holdings I, Ltd., (b) 7,151,754 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 1, L.P., (c) 1,080,188 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 2, L.P., (d) 873,305 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fu3, L.P., (e) 1,400,933 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 4, L.P., (f) 6,111,340 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 6, L.P., and (g) 26,349,310 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III, L.P. Class B common stock, which is not registered under the Exchange Act, is convertible into shares of Class A common stock on a share-for-share basis. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 1, L.P., Activant Ventures III Opportunities Fund 2, L.P., Activant Ventures III Opportunities Fund 3, L.P., Activant Ventures III Opportunities Fund 4, L.P., and Activant Ventures III Opportunities 6, L.P., the general partner of the entities which own Activant Ventures III, L.P. Therefore, Activant Ventures Advisors III, LLC may be deemed to have voting power and dispositive power with respect to the shares hold by these entities. |
| (2) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on October 12, 2023, plus the 61,306,253 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Persons. |
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Activant Capital Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
61,306,253 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
61,306,253 (1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,306,253 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Consists of 61,306,253 shares of Class A common stock that may be obtained upon the conversion of (a) 18,339,423 shares of Better Home & Finance Class B common stock held of record by Activant Holdings I, Ltd., (b) 7,151,754 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 1, L.P., (c) 1,080,188 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 2, L.P., (d) 873,305 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunitiesnd 3, L.P., (e) 1,400,933 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 4, L.P., (f) 6,111,340 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III Opportunities Fund 6, L.P., and (g) 26,349,310 shares of Better Home & Finance Class B common stock held of record by Activant Ventures III, L.P. Class B common stock, which is not registered under the Exchange Act, is convertible into shares of Class A Common Stock on a share-for-share basis. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 1, L.P., Activant Ventures III Opportunities Fund 2, L.P., Activant Ventures III Opportunities Fund 3, L.P., Activant Ventures III Opportunities Fund 4, L.P., and Activant Ventures III Opportunities 6, L.P., the general partner of the entities which own Activant Ventures III, L.P. Therefore, Activant Capital Management, LLC may be deemed to have voting power and dispositive power with respect to the shares hold by these entities. |
| (2) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on October 12, 2023, plus the 61,306,253 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Persons. |
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Activant Ventures III, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
26,349,310 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
26,349,310 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,349,310 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on October 12, 2023, plus the 26,349,310 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Person. |
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Activant Holdings I, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
18,339,423 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
18,339,423 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,339,423 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on October 12, 2023, plus the 18,339,423 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Person. |
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Activant Ventures III Opportunities Fund 1, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
7,151,754 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
7,151,754 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,151,754 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on October 12, 2023, plus the 7,151,754 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Person. |
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Activant Ventures III Opportunities Fund 2, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,080,188 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,080,188 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,188 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on October 12, 2023, plus the 1,080,188 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Person. |
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Activant Ventures III Opportunities Fund 3, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
873,305 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
873,305 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,305 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on October 12, 2023, plus the 873,305 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Person. |
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Activant Ventures III Opportunities Fund 4, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,400,933 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,400,933 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,933 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on October 12, 2023, plus the 1,400,933 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Person. |
CUSIP No. 08774B102
| 1 | NAME OF REPORTING PERSON
Activant Ventures III Opportunities Fund 6, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
6,111,340 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
6,111,340 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,111,340 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Calculated based upon 351,405,878 shares of Better Home & Finance Class A common stock outstanding as of the September 25, 2023, as reported by the Issuer in its Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the SEC) on October 12, 2023, plus the 6,111,340 shares of Class A common stock issuable upon the conversion of the Class B common stock held by the Reporting Person. |
EXPLANATORY NOTE
This Amendment No. 1 (Amendment No. 1) amends and supplements the original Schedule 13D filed on September 1, 2023 (the Original Schedule 13D, and together with Amendment No. 1, the Schedule 13D) relating to shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock), of the Issuer, Better Home & Finance Holding Company, a Delaware corporation, formerly Aurora Acquisition Corp., a Cayman Islands exempted company. Except as provided herein, all Items of the Original Schedule 13D remain unchanged and this Amendment No. 1 does not modify any information previously reported on the Original Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
This Amendment No. 1 is being filed to reflect the current percentage of the outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons following an increase in the number of shares of Class A Common Stock outstanding, and correct the calculation of the percentage of the outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons included in the Original Schedule 13D, which due to an inadvertent error provided the percentage of the outstanding shares of Class B Common Stock, par value $0.0001 (and together with the Class A Common Stock, the Common Stock) beneficially owned by the Reporting Persons rather than the percentage of the outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons (as calculated pursuant to Rule 13d-3 under the Exchange Act).
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Original Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a) (b) The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(c) Except as reported herein, none the Reporting Persons have effected any transactions in the Common Stock during the past sixty (60) days.
(d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 18, 2023
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| ACTIVANT VENTURES III OPPORTUNITIES FUND 1, L.P. | ||
| By: Activant Ventures Advisors III, LLC, | ||
| its General Partner | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Member | |
| ACTIVANT VENTURES III OPPORTUNITIES FUND 2, L.P. | ||
| By: Activant Ventures Advisors III, LLC, | ||
| its General Partner | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Member | |
| ACTIVANT VENTURES III OPPORTUNITIES FUND 3, L.P. | ||
| By: Activant Ventures Advisors III, LLC, | ||
| its General Partner | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Member | |
| ACTIVANT VENTURES III OPPORTUNITIES FUND 4, L.P. | ||
| By: Activant Ventures Advisors III, LLC, | ||
| its General Partner | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Member | |
| ACTIVANT VENTURES III OPPORTUNITIES FUND 6, L.P. | ||
| By: Activant Ventures Advisors III, LLC, | ||
| its General Partner | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Member | |
| ACTIVANT VENTURES III, L.P. | ||
| By: Activant Ventures Advisors III, LLC, | ||
| Its General Partner | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Member | |
| ACTIVANT VENTURES ADVISORS III, LLC | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Sole Manager and Member | |
| ACTIVANT CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Sole Manager and Member | |
| ACTIVANT HOLDINGS I, LTD. | ||
| By: Activant Ventures III Opportunities Fund 2, L.P. | ||
| By: Activant Ventures Advisors III, LLC, | ||
| its General Partner | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Member | |
| By: Activant Ventures III, L.P. | ||
| By: Activant Ventures Advisors III, LLC, | ||
| its General Partner | ||
| By: | /s/ Steven Sarracino | |
| Name: | Steven Sarracino | |
| Title: | Member | |