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Document

May 11, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Tonya Aldave

 John Dana Brown

 Rolf Sundwall

 Michelle Miller

Re: Aurora Acquisition Corp.

 Amendment No. 6 to the Registration Statement on Form S-4

 Filed July 14, 2022

 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 August 3, 2022 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 6 to the Registration Statement on Form S-4 filed on July 14, 2022. In connection with such responses, the Company is concurrently filing an Amendment No. 7 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 Staff’s comments in italics below, followed by responses on behalf of the Company.

Amendment No. 6 to the Registration Statement on Form S-4 filed July 13, 2022

General

1.Please provide us with any correspondence between each of Barclays and Bank of America and Aurora and Citigroup and Better relating to their respective resignations as financial advisors.

Response to Comment 1:

The Company respectfully advises the Staff that, in response to the Staff’s comment 1, the Company will provide on a confidential and supplemental basis correspondence between the

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Company and Barclays, on the one hand, and Better and Citigroup and Bank of America, on the other hand, relating to their respective resignations as financial advisors.

2.Please provide us with letters from each of Barclays, Citigroup and Bank of America stating whether each of them agrees with the statements made in your prospectus related to their resignation and, if not, stating the respects in which they do not agree. Please revise your disclosure accordingly to reflect that you have discussed the disclosure with Barclays, Citigroup and Bank of America and they either agree or do not agree with the conclusions and the risks associated with such outcome. If the firms do not respond, please revise your disclosure to indicate you have asked and not received a response and disclose the risks to investors. Additionally, if applicable, please indicate that the firms refused to discuss the reasons for their resignations and forfeiture of fees, if applicable, with management.

Response to Comment 2:

The Company respectfully advises the Staff that it has revised its disclosure on pages 168 and 228 of the Amended Registration Statement to reflect that each of the Company and Better have attempted to discuss the disclosure with Barclays, Citigroup and Bank of America, as applicable, and that none of Barclays, Citigroup and Bank of America have responded or commented and each of them have declined to provide such letter.

Transaction Summary, page 43

3.Please clarify whether the PIPE Investment by SoftBank is a condition to closing the Business Combination, and, if not, disclose the impact to the post-business combination company if the PIPE Investment is not consummated.

Response to Comment 3:

The Company respectfully advises the Staff that the PIPE Investment by SoftBank is not a condition to closing the Business Combination because the structure of the Business Combination was amended to eliminate the PIPE Investment, with the Minimum Cash Condition satisfied by the occurrence of each of: (1) funding of the Bridge Notes pursuant to the Pre-Closing Bridge Note Purchase Agreement, which occurred on December 2, 2021; and (2) the entry into definitive documentation for $750,000,000 of Post-Closing Convertible Notes as provided for in the SoftBank Subscription Agreement and the Sponsor Subscription Agreement, each as amended, including as may be amended (in the case of the SoftBank Subscription Agreement) or amended (in the case of the Sponsor Subscription Agreement) to permit such investor not to fund up to $100 million of such commitment (or $200 million in the aggregate) pursuant to the First Novator Letter Agreement (as amended). The Company and Better believe they have materially agreed a form of indenture for the Post-Closing Convertible Notes and will seek to enter into such indenture with SoftBank before the effectiveness of the Amended Registration Statement.  The Company has revised its disclosure on pages 8 and 30 of the Amended Registration Statement to reflect such adjustments to the structure of the Business Combination.

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Risk Factors, page 81

4.Refer to your response to comment 7. Please update your risk factor disclosure to reflect recent negative trends impacting your business, including by way of example the caption of the risk factor on page 89 "[w]e may not be able to continue to grow our loan production business" and the risk factor on page 91 captioned "[o]ur recent growth has already dramatically slowed and we may not be able to grow our revenues in the future.”

Response to Comment 4:

The Company respectfully advises the Staff that it has revised its disclosure throughout the Amended Registration Statement, including its risk factor disclosure on pages 89, 90, 92 and 93 of the Amended Registration Statement, to discuss recent negative trends impacting Better’s business.

Risk Factors

We identified a material weakness in our internal control over financial reporting, page 104

5.Refer to your response to comment 12. Please address the following:

•Specify the COSO framework utilized; and

•Enhance your disclosure to explain in more detail the nature of the deficiencies of Better’s workplace culture and organizational structure that prevented it from demonstrating a commitment to integrity and ethical values, and for management to establish structures, reporting lines, and appropriate authorities and responsibilities that resulted in ineffective control over financial reporting. We note the material weaknesses you cite are internal control components and principles of the COSO 2013 Framework.

Response to Comment 5:

The Company respectfully advises the Staff that certain actions taken by the Better Founder and CEO failed to set a tone at the top that supported a strong culture of internal controls, there were enhancements that are needed to the channels through which ethics and compliance concerns could be reported, and, at the time this material weakness was initially identified, the organizational structure lacked specific leadership positions to support the achievement of objectives including an experienced president and a chairman of Better’s board of directors. Accordingly, Better’s management concluded that Better had not maintained an effective control environment, based on the criteria established by the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), which requires Better to demonstrate a commitment to integrity and ethical values, and for management to establish structures, reporting lines, and appropriate authorities and responsibilities. The Company has revised the disclosure on pages 106 and 107 of the Amended Registration Statement to include this information.

Risks Related to Our Warehouse Lines of Credit

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Our business relies on our warehouse lines, page 135

6.Please place this risk factor in context by disclosing that Barclays has paused the $500 million warehouse lending line and other services to Better and describe the specific risks because Barclays is re-evaluating its relationship with Better. Please similarly revise other risk factors where you reference "a financial counter-party's decision to pause" the relationship.

Response to Comment 6:

The Company respectfully advises the Staff that it has revised its disclosure on pages 138 and 218 of the Amended Registration Statement to reflect that Barclays ultimately wound down the $500 million warehouse line and other services to Better as a result of their re-evaluation of the relationship, and to describe the risks associated with these developments. Better believes that, notwithstanding the winding down of this warehouse line, its current warehouse facility capacity is adequate for its current levels of Funded Loan Volume.

Risks Related to the Business Combination and Aurora

Each of Barclays and Citigroup has resigned from its financial advisory role, page 167

7.Please remove the statement that Barclay's and Citigroup's "resignation reflects a broader trend at similar companies." This disclosure is not appropriate given each has disclaimed responsibility for the proxy statement/prospectus disclosure and is inconsistent with your statement in the first paragraph that you will not speculate as to the financial advisors' reasons for resigning from their respective engagements.

Response to Comment 7:

The Company respectfully advises the Staff that it has revised its disclosure throughout the Amended Registration Statement to remove the statement that Barclay’s and Citigroup’s “resignation reflects a broader trend at similar companies.”

8.Please clarify whether any or all of Barclays, Citibank, and Bank of America were involved in the preparation of disclosure that is included in the registration statement, or material underlying disclosure in the registration statement, including but not limited to the disclosure regarding the summary of the financial analyses prepared by Better's management and reviewed by the board of directors of Aurora or the projected financial information of Better. In this regard it appears from this risk factor that each Barclays, Citibank, and Bank of America were involved in preparing this disclosure. Revise here and on page 224 to describe in detail the respective roles of each Barclays, Citibank, and Bank of America in connection with the preparation of the registration statement and the valuation of Better. Please also disclose the rationale for continuing to rely on information disclaimed by the professional organizations associated with or responsible for that information.

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Response to Comment 8:

The Company respectfully advises the Staff that it has revised its disclosure on pages 167, 168 and 169 of the Amended Registration Statement to describe the respective roles of each Barclays, Citibank, and Bank of America in connection with the preparation of the Registration Statement and the valuation of Better. Although the advice rendered and materials provided by Barclays and Citigroup have not been formally withdrawn, Better and Aurora no longer rely upon such advice or materials, and the Company respectfully advises the Staff that it has revised its disclosure on pages 167, 168 and 169 of the Amended Registration Statement, which also expressly notes that investors should not place any reliance upon the fact that any of Barclays, Bank of America or Citigroup previously were involved with the Business Combination.

9.Please disclose here and on page 224 whether Barclays, Citigroup, or Bank of America assisted in the preparation or review of any materials reviewed by the Aurora board of directors or management or as part of their services to Better, as the case may be, and whether Barclays, Citigroup, or Bank of America have withdrawn their association with those materials and notified Aurora or Better, respectively, of that disassociation. For context, disclose that there are similar circumstances in which the financial institutions are named and that the resignations indicate those parties are not willing to have the liability associated with such work in this transaction.

Response to Comment 9:

The Company respectfully advises the Staff that it has revised its disclosure on pages 167, 227 and 228 of the Amended Registration Statement to describe the respective roles of each Barclays, Citibank, and Bank of America in advising Aurora and Better. As now disclosed in the Amended Registration Statement, the advice rendered and materials provided by Barclays and Citigroup have not been formally withdrawn, but neither Better nor Aurora continue to rely upon such advice or materials.

10.Please provide us with the engagement letters between Aurora and Barclays and Better and Citigroup. Please disclose any other ongoing obligation of Aurora or Better under the respective engagement letters that will survive the termination of the engagement. In this regard we note your disclosure on page 167 that the indemnity and contribution obligations will continue.

Response to Comment 10:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will provide, on a confidential and supplemental basis, the engagement letters between the Company and Barclays and Better and Citigroup. The Company respectfully advises the Staff that it has revised its disclosure on pages 168 and 228 of the Amended Registration Statement to reflect that the indemnity and contribution obligations survive the termination of these engagement letters.

11.Please discuss the potential impact on the transaction related to the resignation of Barclays and Citigroup. We note that Barclays has advised on the business combination

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transaction, served as financial advisor to Aurora's board of directors and PIPE placement agent, as well as provided general advisory services in the context of proposed targets of Aurora, including by not limited to valuation advice. We also note that the primary services rendered by Citigroup in connection with the business combination included financial advice to Better’s board of directors, review of investor materials, and assistance in preparation of the dilution analysis. If Barclays, Citigroup, or Bank of America would have played a role in the closing, please revise to identify the party who will be filling those roles.

Response to Comment 11:

The Company respectfully advises the Staff that it has revised its disclosure on pages 168 and 228 of the Amended Registration Statement to explain that Aurora and Better do not believe that these resignations will significantly impact or delay their ability to complete the Business Combination.  The services provided by each of Barclays and Citigroup had substantially concluded by the point at which they resigned.  Nonetheless, it is possible that the resignations of Barclays or Citigroup may adversely affect market perception of the Business Combination generally, which could negatively impact the price of Better Home & Finance common stock after completion of the Business Combination. Neither Aurora nor Better expects to hire any other financial advisors in connection with the closing of the Business Combination.

12.Please disclose whether the PIPE investors have been notified of the Barclays resignation and whether any of the PIPE investors have withdrawn from the deal based on these resignations. Also disclose whether any other bank will be paid the portion of the fees owed to Barclays in connection with PIPE placement agent services.

Response to Comment 12:

The Company respectfully advises the Staff that the PIPE Investment was fully subscribed by SoftBank at signing of the Business Combination, which was not placed through Barclays, and that no other investors have committed to fund the PIPE Investment.  Accordingly, there are no PIPE investors to be informed of Barclays’ resignation or fees to be paid in respect of Barclays’ role as placement agent.  Furthermore, the structure of the Business Combination was subsequently amended such that the commitment to purchase Post-Closing Convertible Notes will satisfy in part the Minimum Cash Condition. The Company has revised the disclosure on pages 168 of the A