Novator Capital Sponsor Ltd. Amends Stake in Better Home & Finance

TL;DR

Novator Capital Sponsor Ltd. just updated their 13D filing for Better Home & Finance. Big changes likely.

AI Summary

On December 17, 2024, Novator Capital Sponsor Ltd. filed an amendment (Amendment No. 6) to its Schedule 13D regarding Better Home & Finance Holding Company. The filing indicates a change in beneficial ownership, with Novator Capital Sponsor Ltd. now holding a significant stake in the company. The filing does not specify the exact number of shares or dollar amount, but it is an update to a previous filing.

Why It Matters

This amendment signals a potential shift in control or influence over Better Home & Finance Holding Company, which could impact its strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty and potential volatility.

Key Players & Entities

• Novator Capital Sponsor Ltd. (company) — Filing entity
• Better Home & Finance Holding Company (company) — Subject company
• Thor Bjorgolfsson (person) — Member of the filing group
• LIVENANDRO HOLDINGS LTD (company) — Member of the filing group
• Aurora Acquisition Corp. (company) — Former company name
• Aurora Capital Holding Corp. (company) — Former company name

FAQ

Key Financial Figures

• $575.00 — e Warrants is exercisable at a price of $575.00 per share, subject to adjustment. The W
• $0.0001 — ares of Class A common stock, par value $0.0001 per share (the " Class A Common Stock "
• $12.19 — ssuer from NCSL at a price per share of $12.19. NCSL and Livenandro are each indirect
• $14.30 — ple transactions at prices ranging from $14.30 to $15.05 per share, inclusive. The rep
• $15.05 — ctions at prices ranging from $14.30 to $15.05 per share, inclusive. The reporting per
• $13.75 — ple transactions at prices ranging from $13.75 to $14.01 per share, inclusive. The rep
• $14.01 — ctions at prices ranging from $13.75 to $14.01 per share, inclusive. The reporting per
• $12.500 — ple transactions at prices ranging from $12.500 to $12.585 per share, inclusive. The re
• $12.585 — tions at prices ranging from $12.500 to $12.585 per share, inclusive. The reporting per
• $12.84 — tions at prices ranging from $12.500 to $12.84 per share, inclusive. The reporting per
• $12.005 — ple transactions at prices ranging from $12.005 to $12.160 per share, inclusive. The re
• $12.160 — tions at prices ranging from $12.005 to $12.160 per share, inclusive. The reporting per
• $11.000 — ple transactions at prices ranging from $11.000 to $11.960 per share, inclusive. The re
• $11.960 — tions at prices ranging from $11.000 to $11.960 per share, inclusive. The reporting per

Filing Documents

• tm2431367d2_sc13da.htm (SC 13D/A) — 82KB
• 0001104659-24-129518.txt ( ) — 84KB

Identity and Background

Item 2. Identity and Background

of the Original Schedule 13D is hereby

Item 2 of the Original Schedule 13D is hereby amended and restated as follows: (a) This statement is filed by (i) NCSL, (ii) Livenandro, and (iii) Thor Björgólfsson (collectively, the " Reporting Persons "). (b) The business address of the Reporting Persons is 1 Nikokleous street, 2122 Nicosia, Cyprus. (c) NCSL is a Cyrprus limited liability company, wholly owned by BB Trustees SA, as trustee of the irrevocable discretionary trust known as The Future Holdings Trust for which BB Trustees SA acts as trustee; the directors of such trust are Alessandro Passardi, Jan Rottiers and Arnaud Cywie. Livenandro is a Cyprus limited company, indirectly 99.9% owned by the Future Holdings Trust. Thor Björgólfsson may have dispositive and voting control over those securities held by NCSL, NaMa and Livenandro as described herein. Mr. Björgólfsson disclaims beneficial ownership of the shares owned by each of NCSL, NaMa and Livenandro. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities (f) NCSL is a Cyprus limited liability company. Livenandro is a Cyprus limited company. Mr. Björgólfsson is a citizen of Iceland.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration

of the Original Schedule 13D is hereby

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable. The source of funds use by Livenandro to purchase the securities described herein was the working capital of Livenandro.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended and supplemented to

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following: Sales by NCSL Between December 2, 2024 and December13, 2024, NCSL sold an aggregate of 117,382 shares of Class A Common Stock in open market sales, as set forth in Annex A hereto. Livenandro Purchase from NCSL On December 12, 2024, Livenandro purchased 13,199 shares of Class A Common Stock of the Issuer from NCSL at a price per share of $12.19. NCSL and Livenandro are each indirectly 99.9% owned by BB Trustees SA, as trustee of the irrevocable discretionary trust known as The Future Holdings Trust. The purpose of the transfer and sale of the Warrants and shares of Class A Common Stock from NCSL to Livenadro was for internal structuring reasons and to facilitate the potential resale or pledging of shares of Class A Common Stock by NCSL which the Reporting Persons may undertake depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Class A Common Stock, conditions in the securities markets and general economic and industry conditions.

Interest in Securities of the Issuer

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 for the transaction described in Item 4 of this Schedule 13D and as set forth in Annex A hereto, the Reporting Persons have not engaged in any transaction during the past 60 days involving ordinary shares of the Issuer. (d) None. (e) NCSL ceased to be the beneficial holder more than five percent of the Issuer's Class A Common Stock on December 12, 2024. .

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 17, 2024 Novator Capital Sponsor Ltd. By: /s/ Pericles Spyrou Name: Pericles Spyrou Title: Director Livenandro Holdings Limited By: /s/ Pericles Spyrou Name: Pericles Spyrou Title: Director /s/ Thor Björgólfsson Thor Björgólfsson Annex A Transactions in Common Stock (60-day period ended December 17, 2024) The following table sets forth all the transactions in the ADSs effected in the past sixty days by the Reporting Person(s). All such transaction were effected in the open market through brokers and the price per share is net of commissions. Reporting Person Trade Date Number of shares of Class A Common Stock Trade Price Buy/Sell Execution Type Novator Capital Sponsor Ltd. 12/02/2024 4,596 $ 14.709 (1) Sell Nasdaq Novator Capital Sponsor Ltd. 12/02/2024 8,115 $ 13.79 (2) Sell Nasdaq Novator Capital Sponsor Ltd. 12/03/2024 898 $ 13.75 Sell Nasdaq Novator Capital Sponsor Ltd. 12/05/2024 10 $ 13.25 Sell Nasdaq Novator Capital Sponsor Ltd. 12/06/2024 36,381 $ 12.501 (3) Sell Nasdaq Novator Capital Sponsor Ltd. 12/10/2024 16,684 $ 12.543 (4) Sell Nasdaq Novator Capital Sponsor Ltd. 12/12/2024 43 $ 12.25 Sell Nasdaq Novator Capital Sponsor Ltd. 12/13/2024 239 $ 12.042 (5) Sell Nasdaq Novator Capital Sponsor Ltd. 12/13/2024 50,416 $ 11.296 (6) Sell Nasdaq (1) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $15.05 per share, inclusive. The reporting person undertakes to provide to Better Home & Finance Holding Co., any security holder of Better Home & Finance Holding Co., or the staff of the Securities and Exchange Commission, upon reques

View Full Filing

View this SC 13D/A filing on SEC EDGAR