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Filed Pursuant to Rule 424(b)(3) |
Registration No. 333-274947 |
PROSPECTUS SUPPLEMENT NO. 3
(to prospectus dated May 9, 2024)
Primary Offering of
Up to 9,808,405 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Secondary Offering of
Up to 85,964,719 Shares of Class A Common Stock
Up to 324,352,674 Shares of Class A Common Stock Issuable Upon Conversion of Class B Common Stock and Class C Common Stock
Up to 3,733,358 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 3,733,358 Warrants to Purchase Class A Common Stock
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 9, 2024 (as supplemented or amended from time to time, the “Prospectus”), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of 9,808,405 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), which consists of (i) 6,075,047 shares of Class A Common Stock issuable upon exercise of warrants originally issued in connection with the initial public offering of Aurora Acquisition Corp. (“AURC”) (the “Public Warrants”) and (ii) 3,733,358 shares of Class A Common Stock issuable upon exercise of warrants issued in a private placement in connection with the initial public offering of AURC (the “Private Warrants” and, together with Public Warrants, “Warrants”).
The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders identified in the Prospectus, or their permitted transferees (the “Selling Securityholders”), of up to an aggregate of 414,050,751 shares of Class A Common Stock, which consists of (i) 85,964,719 shares of Class A Common Stock, (ii) 252,475,391 shares of Class A Common Stock issuable upon conversion of our Class B common stock, par value $0.0001 per share (“Class B Common Stock”), (iii) 71,877,283 shares of Class A Common Stock issuable upon conversion of our Class C common stock, par value $0.0001 per share (“Class C Common Stock” and together with Class A Common Stock and Class B Common Stock, the “Common Stock”), and (iv) 3,733,358 shares of Class A Common Stock issuable upon exercise of Private Warrants, and of up to 3,733,358 Private Warrants.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Class A Common Stock and Public Warrants are listed on the Nasdaq Capital Market under the ticker symbols “BETR” and “BETRW,” respectively. On June 5, 2024, the closing price of our Class A Common Stock was $0.35 per share and the closing price of our Public Warrants was $0.10 per warrant.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 16 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 6, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2024
Better Home & Finance Holding Company
(Exact name of registrant as specified in its charter)
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| Delaware | 001-40143 | 93-3029990 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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| 3 World Trade Center | |
| 175 Greenwich Street, 57th Floor | |
| New York, | NY | 10007 | |
| (Address of principal executive offices) (Zip Code) | |
(415) 523-8837
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 per share | | BETR | | The Nasdaq Stock Market LLC |
| Warrants exercisable for one share of Class A common stock at an exercise price of $11.50 | | BETRW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Better Home & Finance Holding Company (the “Company”) held its 2024 Annual Meeting of Stockholders on June 4, 2024 (the “2024 Annual Meeting”). As of the close of business on April 8, 2024, the record date for the 2024 Annual Meeting (the “Record Date”), 392,522,531 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 291,901,442 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Voting Common Stock”), representing 1,268,226,857 votes, were issued and outstanding. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to three votes.
The holders of shares of Class A Common Stock and Class B Common Stock representing 894,730,516 votes, were present in person or represented by proxy at the 2024 Annual Meeting, which is 70.54% of the combined voting power of the outstanding Voting Common Stock as of the Record Date and constitutes a quorum for the 2024 Annual Meeting. Set forth below are the voting results for the proposals considered and voted upon at the 2024 Annual Meeting.
1.Election of Directors. The nominees named below were elected to serve as directors for a term expiring at the next annual meeting of stockholders of the Company and until their successors are elected and qualified or until their death, resignation or removal. The voting results for each of the nominees are as follows:
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| Nominees | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Harit Talwar | 765,325,663 | 33,230,723 | 4,372,290 | 91,801,840 |
| Vishal Garg | 797,140,774 | 3,110,258 | 2,677,644 | 91,801,840 |
| Michael Farello | 795,571,422 | 2,668,562 | 4,688,692 | 91,801,840 |
| Arnaud Massenet | 796,389,933 | 1,825,769 | 4,712,974 | 91,801,840 |
| Prabhu Narasimhan | 796,323,568 | 1,908,910 | 4,696,198 | 91,801,840 |
| Steven Sarracino | 796,035,683 | 1,311,790 | 5,581,203 | 91,801,840 |
| Riaz Valani | 794,186,550 | 4,039,784 | 4,702,342 | 91,801,840 |
2.Approval of One or More Amendments to the Company’s Amended and Restated Certificate of Incorporation to Effect One or More Reverse Stock Splits. A proposal to approve one or more amendments to the Company’s Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the Company’s Class A Common Stock, Class B Common Stock and Class C common stock, par value $0.0001 per share, at a ratio ranging from any whole number between 1-for-2 and 1-for-100 and in the aggregate not more than 1-or-100, inclusive, as determined by the Board of Directors of the Company (the “Board”), in its discretion, subject to the Board's authority to abandon such amendments. The proposal was approved, and the voting results are as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 886,237,208 | 8,084,827 | 408,481 | — |
3.Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Permit Officer Exculpation. A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit for officer exculpation to the extent permitted under Delaware law. The proposal was approved, and the voting results are as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 765,533,900 | 34,188,014 | 3,206,762 | 91,801,840 |
4.Ratification of Appointment of Independent Registered Public Accounting Firm. A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024. The proposal was approved, and the voting results are as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 871,083,231 | 3,349,836 | 20,297,449 | — |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits relating to Item 9.01 shall be deemed to be furnished, and not filed:
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| Exhibit | | Description |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| BETTER HOME & FINANCE HOLDING COMPANY |
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| Date: June 6, 2024 | By: | /s/Paula Tuffin |
| Name: | Paula Tuffin |
| Title: | General Counsel, Chief Compliance Officer and Secretary |
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