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 Document Better.com 1 World Trade Center, 80th Floor New York, NY 10007 June 4, 2025 Via EDGAR Securities and Exchange Commission, Division of Corporation Finance, Office of Finance, 100 F Street, N.E., Washington, D.C. 20549 Attention: Aisha Adegbuyi Re: Acceleration Request for Better Home & Finance Holding Company Registration Statement on Form S-3 (File No. 333-287335) Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Better Home & Finance Holding Company (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-287335 (the “Registration Statement”), be accelerated so that the Registration Statement will become effective at 4:00 p.m., Eastern Time, on June 6, 2025, or as soon as practicable thereafter. Please contact Bryan Brown of Jones Day via telephone at (832) 239-3875 or via e-mail at bkbrown@jonesday.com with any questions and please notify him when this request for acceleration has been granted. * * * Very truly yours, /s/ Kevin Ryan Name: Kevin Ryan Title: Chief Financial Officer and President cc: Bryan Brown Justin McKithen (Jones Day)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Kevin Ryan
Chief Financial Officer
Better Home & Finance Holding Co
1 World Trade Center
285 Fulton Street, 80th Floor, Suite A
New York, New York 10007

 Re: Better Home & Finance Holding Co
 Registration Statement on Form S-3
 Filed May 16, 2025
 File No. 333-287335
Dear Kevin Ryan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Bryan K. Brown, Esq.
</TEXT>
</DOCUMENT>

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[Better Home & Finance Holding Company Letterhead]

December 21, 2023

Via EDGAR

Securities and Exchange Commission,

Division of Corporation Finance,

Office of Finance,

100 F Street, N.E.,

Washington, D.C. 20549.

Attention: Madeleine Joy Mateo and Tonya Aldave

Re: Acceleration Request for Better Home & Finance Holding Company

 Registration Statement on Form S-1 (File No. 333-274947)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Better Home & Finance Holding Company (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-274947 (the “Registration Statement”), be accelerated so that the Registration Statement will become effective at 4:00 p.m., Eastern Time, on December 26, 2023, or as soon as practicable thereafter.

Please contact Alan J. Fishman of Sullivan & Cromwell LLP via telephone at (212) 558-4113 or via e-mail at fishmana@sullcrom.com with any questions and please notify him when this request for acceleration has been granted.

* * *

Very truly yours,

/s/ Kevin Ryan

Name: Kevin Ryan

Title: Chief Financial Officer and President

cc: Jared M. Fishman

 Alan J. Fishman

 (Sullivan & Cromwell LLP)

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[Letterhead of Sullivan & Cromwell LLP]

December 20, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, DC 20549

Attention: Madeleine Joy Mateo and Tonya Aldave

Re: Better Home & Finance Holding Company

 Amendment No. 1 to Registration Statement on Form S-1

 Filed on December 13, 2023

 File No. 333-274947

Dear Ms. Mateo and Ms. Aldave:

On behalf of Better Home & Finance Holding Company (the “Company”), set forth below is the Company’s response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), dated December 18, 2023 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to the Registration Statement on Form S-1, filed on December 13, 2023. The Company is concurrently submitting to the Staff Amendment No. 2 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) via EDGAR.

For convenience of reference, the text of each comment in the Comment Letter has been reproduced in bold and italics herein. The Company has provided its response immediately after each numbered comment. All references to page numbers and captions included in this response correspond to the Amended Registration Statement, unless otherwise specified. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Amended Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1.    We note your disclosure in the first risk factor on page 67 that if your stock ceases to be listed on the Nasdaq, such delisting would constitute a fundamental change under the indenture for the convertible notes that would require you to redeem the Convertible Notes prior to maturity. If material to your operations, please briefly discuss the effects the redemption of the convertible notes prior to maturity may have on your results of operations and liquidity.

Response: The Company respectfully advises the Staff that the Company has revised its disclosures on pages 68 and 147 of the Amended Registration Statement in response to the Staff’s comment.

2.    We note that the projected net income for 2023 was $1,047.9 million and projected Adjusted EBITDA was $1,860.3 million, as set forth in the unaudited prospective financial information management prepared and provided to the Board, the company’s financial advisors and Aurora Acquisition Corp. in connection with the evaluation of the Business Combination. We also note that your actual net loss for the Nine Months Ended September 30, 2023 was ($475,441) thousand, while your Adjusted EBITDA was ($137,202) thousand. It appears that you will miss your 2023 revenue projections. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about

the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

Response: The Company respectfully advises the Staff that the Company has extensively disclaimed the unaudited projected financial information on pages 236-241 of the final prospectus and definitive proxy statement, dated July 27, 2023 (the “Proxy Statement/Prospectus”), filed with the Commission as part of Amendment No. 9 to the Registration Statement on Form S-4 filed by the Company with the Commission on July 24, 2023, under the heading “Unaudited Projected Financial Information,” which states in part that:

The financial projections were prepared by Better’s management and provided to Aurora over two years ago on May 6, 2021 in connection with the Business Combination. Furthermore, and importantly, the unaudited financial projections do not take into account any circumstances or events occurring after the date they were prepared and provided to Aurora on May 6, 2021. These projections are inherently based on various estimates and assumptions including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other future events and factors (e.g., future interest rates, home purchase and refinance volumes), as well as matters specific to Better’s business (e.g., assumptions with respect to gain on sale of loan production), all of which are difficult to predict and many of which are beyond Better’s and Aurora’s control.

The Proxy Statement/Prospectus further notes that the various estimates and assumptions were not subsequently realized and that “the projections for revenue and Adjusted Net Income for the years ending December 31, 2022 and December 31, 2021 were not achieved.” Accordingly, the Company has revised its disclosures on page 144 of the Amended Registration Statement to provide further disclaimers with respect to the unaudited project financial information previously disclosed in the Proxy Statement/Prospectus.

*********

If you have any questions, please do not hesitate to contact the undersigned at (212) 558-4113 or fishmana@sullcrom.com. Thank you in advance for your cooperation in connection with this matter.

 Sincerely,

 /s/ Alan J. Fishman

 Alan J. Fishman

CC: Kevin Ryan, Better Home & Finance Holding Company

 Jared M. Fishman, Sullivan & Cromwell LLP

2

United States securities and exchange commission logo
December 18, 2023
Kevin Ryan
Chief Financial Officer
Better Home & Finance Holding Company
175 Greenwich Street, 57th Floor
New York, NY 10007
Re:Better Home & Finance Holding Company
Amendment No. 1 to Registration Statement on Form S-1
Filed December 13, 2023
File No. 333-274947
Dear Kevin Ryan:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 7, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
113
1.We note your disclosure in the first risk factor on page 67 that if your stock ceases to be
listed on the Nasdaq, such delisting would constitute a fundamental change under the
indenture for the convertible notes that would require you to redeem the Convertible
Notes prior to maturity. If material to your operations, please briefly discuss the effects
the redemption of the convertible notes prior to maturity may have on your results of
operations and liquidity.
2.We note that the projected net income for 2023 was $1,047.9 million and projected
Adjusted EBITDA was $1,860.3 million, as set forth in the unaudited prospective
financial information management prepared and provided to the Board, the company’s
financial advisors and Aurora Acquisition Corp. in connection with the evaluation of the

 FirstName LastNameKevin Ryan
 Comapany NameBetter Home & Finance Holding Company
 December 18, 2023 Page 2
 FirstName LastName
Kevin Ryan
Better Home & Finance Holding Company
December 18, 2023
Page 2
Business Combination. We also note that your actual net loss for the Nine Months Ended
September 30, 2023 was ($475,441) thousand, while your Adjusted EBITDA was
($137,202) thousand. It appears that you will miss your 2023 revenue projections. Please
update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide
updated information about the company’s financial position and further risks to the
business operations and liquidity in light of these circumstances.
            Please contact Madeleine Joy Mateo at 202-551-3465 or Tonya Aldave at 202-551-3601
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jared M. Fishman, Esq.

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[Letterhead of Sullivan & Cromwell LLP]

December 13, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, DC 20549

Attention: Madeleine Joy Mateo and Tonya Aldave

Re: Better Home & Finance Holding Company

 Registration Statement on Form S-1

 Filed on October 12, 2023

 File No. 333-274947

Dear Ms. Mateo and Ms. Aldave:

On behalf of Better Home & Finance Holding Company (the “Company”), set forth below is the Company’s response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), dated November 7, 2023 (the “Comment Letter”), relating to the Company’s Registration Statement on Form S-1, filed on October 12, 2023 (the “Registration Statement”). The Company is concurrently submitting to the Staff Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) via EDGAR. In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has revised the Amended Registration Statement to update certain other disclosures.

For convenience of reference, the text of each comment in the Comment Letter has been reproduced in bold and italics herein. The Company has provided its response immediately after each numbered comment. All references to page numbers and captions included in this response correspond to the Amended Registration Statement, unless otherwise specified. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Amended Registration Statement.

General

1.Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors, and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the Sponsor, private placement investors, PIPE investors, and other selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: The Company respectfully advises the Staff that the Company has revised its disclosures on the Cover Page and pages 13-14 and 74 of the Amended Registration Statement in response to the Staff’s comment.

2.Please revise to update your disclosures throughout the filing and address areas that appear to need updating or that present inconsistencies. For example, we note that the last risk factor on page 68 is titled "following

the Business Combination, we expect to incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company."

Response: The Company respectfully advises the Staff that the Company has revised the disclosures on page 71 and elsewhere in the Amended Registration Statement in response to the Staff’s comment.

Cover Page

3.For each of the shares, warrants and shares underlying warrants being registered for resale, disclose the price that the selling securityholders paid for such securities.

Response: The Company respectfully advises the Staff that the Company has revised its disclosures on the Cover Page of the Amended Registration Statement in response to the Staff’s comment.

4.Disclose the exercise prices of the warrants compared to the market price of the underlying securities. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response: The Company respectfully advises the Staff that the Company has revised its disclosures on the Cover Page and on pages 11, 74, 77 of the Amended Registration Statement in response to the Staff’s comment.

Risk Factors

5.Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: The Company respectfully advises the Staff that the Company has included an appropriate risk factor disclosure on pages 74-75 of the Amended Registration Statement in response to the Staff’s comment.

Nasdaq may delist our securities from trading on its exchange

6.Please update this risk factor to disclose that you have received a notice from the staff of the Listing Qualifications Department of the Nasdaq Stock Market regarding noncompliance with Nasdaq Listing Rule 5450(a)(1), as you disclosed in your Form 8-K filed on October 12, 2023. Please revise your disclosures to address potential consequences of the Nasdaq notice and the length of time your stock has been trading below $1.00. In addition, revise your summary section to briefly describe the Nasdaq notice.

Response: The Company respectfully advises the Staff that the Company has revised the risk factor disclosure on pages 16 and 67-68 of the Amended Registration Statement in response to the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Company Overview

7.Because it is unlikely that you will receive significant proceeds from exercises of the warrants due to the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. Because based on your disclosure on page 98 it appears that you are likely to

2

have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

Response: The Company respectfully advises the Staff that the Company has revised its disclosures on pages 144 of the Amended Registration Statement in response to the Staff’s comment. The Company also respectfully advises the Staff that the Company removed the disclosure on page 93, as it does not expect to need to raise additional capital in the near future.

8.Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that selling shareholders will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

Response: The Company respectfully advises the Staff that the Company has revised its disclosures on page 120 of the Amended Registration Statement in response to the Staff’s comment.

*********

If you have any questions, please do not hesitate to contact the undersigned at (212) 558-4113 or fishmana@sullcrom.com. Thank you in advance for your cooperation in connection with this matter.

 Sincerely,

 /s/ Alan J. Fishman

 Alan J. Fishman

CC: Kevin Ryan, Better Home & Finance Holding Company

 Jared M. Fishman, Sullivan & Cromwell LLP

3

United States securities and exchange commission logo
November 7, 2023
Kevin Ryan
Chief Financial Officer
Better Home & Finance Holding Company
175 Greenwich Street, 57th Floor
New York, NY 10007
Re:Better Home & Finance Holding Company
Registration Statement on Form S-1
Filed October 12, 2023
File No. 333-274947
Dear Kevin Ryan:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors, PIPE investors, and other
selling securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the Sponsor,
private placement investors, PIPE investors, and other selling securityholders may
experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the selling securityholders will earn based on the current
trading price. Lastly, please include appropriate risk factor disclosure.

 FirstName LastNameKevin Ryan
 Comapany NameBetter Home & Finance Holding Company
 November 7, 2023 Page 2
 FirstName LastName
Kevin Ryan
Better Home & Finance Holding Company
November 7, 2023
Page 2
2.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. For example, we note that the last
risk factor on page 68 is titled "following the Business Combination, we expect to incur
increased costs and become subject to additional regulations and requirements as a result
of becoming a public company."
Cover Page
3.For each of the shares, warrants and shares underlying warrants being registered for
resale, disclose the price that the selling securityholders paid for such securities.
4.Disclose the exercise prices of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
Risk Factors, page 15
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is significantly below the SPAC IPO price, the private investors have an incentive to
sell because they will still profit on sales because of the lower price that they purchased
their shares than the public investors.
Nasdaq may delist our securities from trading on its exchange, page 65
6.Please update this risk factor to disclose that you have received a notice from the staff of
the Listing Qualifications Department of the Nasdaq Stock Market regarding non-
compliance with Nasdaq Listing Rule 5450(a)(1), as you disclosed in your Form 8-K filed
on October 12, 2023. Please revise your disclosures to address potential consequences of
the Nasdaq notice and the length of time your stock has been trading below $1.00. In
addition, revise your summary section to briefly describe the Nasdaq notice.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 118
7.Because it is unlikely that you will receive significant proceeds from exercises of the
warrants due to the disparity between the exercise price of the warrants and the current
trading price of the Class A common stock, expand your discussion of capital resources to

 FirstName LastNameKevin Ryan
 Comapany NameBetter Home & Finance Holding Company
 November 7, 2023 Page 3
 FirstName LastName
Kevin Ryan
Better Home & Finance Holding Company
November 7, 2023
Page 3
address any changes in the company’s liquidity position since the business combination.
Because based on your disclosure on page 98 it appears that you are likely to have to seek
additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that selling shareholders will be able to sell all of their shares for so long
as the registration statement of which this prospectus forms a part is available for use.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Madeleine Joy Mateo at 202-551-3465 or Tonya Aldave at 202-551-3601
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jared M. Fishman, Esq.

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July 25, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tonya Aldave

 John Stickel

 Michael Henderson

 Robert Klein

Re: Aurora Acquisition Corp.

 Amendment No. 9 to Registration Statement on Form S-4

 Filed July 24, 2023

 Registration No. 333-258423

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Aurora Acquisition Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated to, and the Registration Statement become effective on, July 27, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable.

Please contact Carl P. Marcellino of Ropes & Gray LLP at carl.marcellino@ropesgray.com or (212) 841-0623, or Daniel Forman of Ropes & Gray LLP at daniel.forman@ropesgray.com or (212) 841-0438, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Sincerely yours,

Aurora Acquisition Corp.

By: /s/ Arnaud Massenet

 Arnaud Massenet

 Chief Executive Officer

cc: Carl P. Marcellino, Ropes & Gray LLP

 Daniel Forman, Ropes & Gray LLP

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June 28, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: John Stickel

 Tonya Aldave

 Michael Henderson

 Robert Klein

Re: Aurora Acquisition Corp.

 Amendment No. 7 to the Registration Statement on Form S-4

 Filed May 11, 2023

 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 June 7, 2023 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 7 to the Registration Statement on Form S-4 filed on May 11, 2023. In connection with such responses, the Company is concurrently filing an Amendment No. 8 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. 7 to the Registration Statement on Form S-4 filed May 11, 2023

General

1.    Please briefly explain what you mean by "One-Day Mortgage" offering.

Response to Comment 1:

The Company respectfully advises the Staff that the Company has revised its disclosure on pages 132, 337 and 338 of the Amended Registration Statement to augment the disclosure of Better’s “One-Day Mortgage” offering.

-1-

Risk Factors

We may not be able to grow our loan production business, page 89

2.    We note your response to our prior comment 4 and reissue in part. Please revise the risk factor title to remove references to growth, because your loan volumes have recently declined significantly.

Response to Comment 2:

The Company respectfully advises the Staff that it has revised its disclosure on pages 93 and 96 of the Amended Registration Statement to remove references to growth.

We identified three ongoing material weaknesses in our internal control over financial reporting, page 106

3.    We note your disclosure on page 107 relating to a third material weakness in your internal control over financial reporting as of December 31, 2022. Specifically, we note that you identified a material error in your 409A valuation and certain corresponding complex securities. Please clarify the nature of the material error in your financial statements and whether there was a similar error or any impact to the December 31, 2021 financial statements.

Response to Comment 3:

The Company respectfully advises the Staff that it has revised its disclosure on page 113 of the Amended Registration Statement to provide further disclosure regarding the material weakness related to its 409A valuation for the year ended December 31, 2022.

Legal proceedings and governmental investigations in connection with the Business Combination, page 165

4.    This risk factor presents specific facts related to lawsuits and investigations, including by the SEC’s Enforcement staff, alleging false of misleading statements in the registration statement as originally filed. While lawsuits against parties to merger transactions may be common, that statement improperly mitigates and detracts from the specific risks addressed in this risk factor. Please remove the implication that the issues raised in the disclosure here of this particular merger are “common” to other merger transactions.

Response to Comment 4:

The Company respectfully advises the Staff that it has revised its disclosure on page 172 of the Amended Registration Statement to remove the implication that the issues raised therein are common to other merger transactions.

-2-

Nasdaq may delist our securities from trading on its exchange, page 175

5.    We note that one of the possible adverse consequences of Nasdaq delisting your security from its exchange is that you Class A ordinary shares may become a "penny stock." Please include a separate risk factor to discuss in greater detail the extent to which your common stock may be characterized as a “penny stock” under Section 3(a)(51) of the Exchange Act and any risks you may face as a result. Please address the requirements for broker-dealers to effect transactions in penny stocks under Section 15(h) of the Exchange Act and the specific legal remedies available to investors in penny stocks if broker-dealers do not meet their obligations under the penny stock rules or if a penny stock is sold in violation of the investor’s rights or otherwise in a fraudulent manner. In addition, discuss how such requirements may adversely affect the market for your common stock and increase transaction costs.

Response to Comment 5:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that, after further consideration, the Company does not believe that there is a material risk that its Class A ordinary shares may become a “penny stock,” should Nasdaq delist its securities. Prior to the Business Combination, the Company will have tangible net worth in excess of $5 million because there is $21 million in the Company’s trust account as of March 31, 2023. In addition, it is a condition to Closing under the Merger Agreement for the Company to have least $5,000,001 of net tangible assets upon Closing. After the Business Combination, Better Home & Finance will have revenues in excess of $6 million for each of the last three years, based on Better’s historical financial results. The Company respectfully advises the Staff that it has revised its disclosure on page 183 of the Amended Registration Statement to remove the statement that a possible adverse consequence of delisting is “a determination that our Class A ordinary share is a ‘penny stock’ which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities.”

Resignation of Financial Advisors, page 227

6.    We note your response to our prior comment 9 and reissue in part. For context, please 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 6:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised its disclosure on pages 175 and 235 of the Amended Registration Statement accordingly.

-3-

Better Overview, page 324

7.    We note your disclosure on page 325 that "[e]xcluding the severance paid to terminated production employees, for the full year 2022, Better’s mortgage production labor cost per unit was approximately $4,900 on average, compared to an annual average of approximately $6,800 according to the MBA Quarterly Mortgage Bankers Performance Reports." It appears that the quoted annual average according to the MBA Quarterly Mortgage Bankers Performance Reports is calculated differently from Better's mortgage production labor cost of $4,900. If so, please balance this disclosure by also including your mortgage production labor cost per unit without excluding the severance paid to terminated production employees or, in the alternative, consider removing this statement.

Response to Comment 7:

The Company respectfully advises the Staff that it has revised its disclosure on pages 337 and 347 of the Amended Registration Statement to remove the statistical disclosure comparing Better’s mortgage production cost with the MBA Quarterly Mortgage Bankers Performance Report data due to the difference in computation methodology.

Information about Better, page 324

8.    We note that in some sections of the prospectus you compare Better to "other mortgage companies" and on page 121 to "other fintech companies." Please refer consistently to your primary business of a mortgage company or provide us with support that you are a fintech company.

Response to Comment 8:

The Company respectfully advises the Staff that it has revised its disclosure throughout the Amended Registration Statement to remove all comparisons of Better to “other fintech companies.”

Our Customer Acquisition Channels, page 333

9.    We note the disclosure here that your modular technology infrastructure allows you to address your partners’ requirements by combining existing solutions and customizing functionality, and your disclosure on page 334 that your platform is modular in nature and new products and partners can be added seamlessly using the same core code and systems architecture. Please describe specific examples of when you added a new product or new functionality for a client or partner in Tinman and provide support for your disclosure on page 333 that Tinman's modular technology infrastructure "substantially outperform[s] the traditionally long and operationally heavy enterprise integration processes" or remove these statements.

-4-

Response to Comment 9:

The Company respectfully advises the Staff that it has revised its disclosure on page 347 of the Amended Registration Statement to describe specific examples of Better adding a new product or functionality for a client or partner in Tinman. The Company also respectfully advises the Staff that it has removed the references to "substantially outperform[s] the traditionally long and operationally heavy enterprise integration processes" on page 346 of the Amended Registration Statement.

Better's Management's Discussion and Analysis of Financial Condition and Results of Operations, page 348

10.    Please discuss and analyze your financial condition and changes in your financial condition, including specifically discussing and analyzing material changes to your balance sheet line items. Refer to Item 303 of Regulation S-K.

Response to Comment 10:

The Company respectfully advises the Staff that it has revised its disclosure on pages 387 and 388 of the Amended Registration Statement to provide further flux analysis for its balance sheet to compare balance sheet line items as of March 31, 2023 with December 31, 2022.

Results of Operations, page 362

11.    Please revise to include a discussion of changes in the components of your total interest and other expense, net and their impact on your results of operations for each period presented in the filing.

Response to Comment 11:

The Company respectfully advises the Staff that it has revised its disclosure on page 382 of the Amended Registration Statement to include a discussion of changes in the components of Better’s total interest and other expenses, net and their impact on Better’s results of operations for each period presented in the filing.

Cash Offer Program Revenue, page 364

12.    We note your discussion of changes in your cash offer program revenue. Please revise to describe the extent to which such changes are attributable to changes in price or volume. For example, consider quantifying the number of homes, average price per home or information about the leasing of homes (for example, number of months). Refer to Item 303(b)(2)(iii) of Regulation S-K.

-5-

Response to Comment 12:

The Company respectfully advises the Staff that it has revised the disclosure on pages 365 and 372 of the Amended Registration Statement to disclose that the vast majority of Better’s revenue from each Cash Offer transaction is comprised of the purchase price of the home paid by the customer to Better. Relative to the purchase price of the home, Better’s leasing and fee revenue is immaterial. Likewise, the Company respectfully advises the Staff that it has revised its disclosure on pages 365 and 372 of the Amended Registration Statement to disclose that the vast majority of Better’s expenses for each Cash Offer transaction is comprised of the purchase price of the home paid by Better to the seller, which in nearly all cases is the same as the purchase price paid by the customer to Better that is recognized as revenue. The Company further respectfully advises the Staff that, relative to the purchase price of the home, Better’s closing costs and other maintenance costs are immaterial.

13.    We note your disclosure that you paused advertising on the Better Cash Offer program. As it relates to your discussion of changes in marketing and advertising expenses on page 366, please revise to quantify marketing spend during each period presented by program and/or product offering.

Response to Comment 13:

The Company respectfully advises the Staff that the expense associated with marketing the Better Cash Offer program was immaterial and that Better does not disaggregate publicly its spending on marketing by product offering. The Company has revised the disclosure on pages 115, 131, 339, 343, 365, 372 and 380 of the Amended Registration Statement to remove references to marketing spend and to clarify that, while Better maintains the functionality and would be able to serve inbound demand, Better is not actively seeking Better Cash Offer customers.

Retention Agreement with Kevin Ryan, page 392

14.    We note your disclosure here that you extended a forgivable loan of $6,000,000, with an annual compounding interest rate of 3.5% to Mr. Ryan. It appears that the loan will not be paid off until December 1, 2026. Please explain how you plan to comply with Section 402 of the Sarbanes-Oxley Act of 2002.

Response to Comment 14:

The Company respectfully advises the Staff that Better’s loan to Mr. Ryan will be extinguished if it would violate applicable law, including Section 402 of the Sarbanes-Oxley Act of 2002 as implemented in Section 13(k) of the Exchange Act. Accordingly, the Company anticipates that the loan will be forgiven in connection with closing of the Business Combination and, at that time, Better Home & Finance will be in compliance with Section 402 of the Sarbanes-Oxley Act of 2002 as implemented in Section 13(k) of the Exchange Act. The Company has revised the disclosure on page 414 of the Amended Registration Statement

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accordingly. In addition, the Company has reflected forgiveness of the loan in its pro forma financial statements by accelerating repayment of the loan upon the closing of the Business Combination and expensing the outstanding loan amount as a compensation expense.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call the undersigned of Ropes & Gray LLP at (212) 841-0438.

Very truly yours,

/s/ Daniel Forman

Daniel Forman

cc: Arnaud Massenet, Aurora Acquisition Corp.

 Carl P. Marcellino, Ropes & Gray LLP

-7-

United States securities and exchange commission logo
June 7, 2023
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Amendment No. 7 to
Registration Statement on Form S-4
Filed May 11, 2023
File No. 333-258423
Dear Arnaud Massenet:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 3, 2022 letter.
Form S-4 Amendment No. 7 filed May 11, 2023
General
1.Please briefly explain what you mean by "One-Day Mortgage" offering.
Risk Factors
We may not be able to grow our loan production business, page 89
2.We note your response to our prior comment 4 and reissue in part.  Please revise the risk
factor title to remove references to growth, because your loan volumes have recently
declined significantly.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 June 7, 2023 Page 2
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
June 7, 2023
Page 2
We identified three ongoing material weaknesses in our internal control over financial reporting,
page 106
3.We note your disclosure on page 107 relating to a third material weakness in your internal
control over financial reporting as of December 31, 2022.  Specifically, we note that you
identified a material error in your 409A valuation and certain corresponding complex
securities.  Please clarify the nature of the material error in your financial statements and
whether there was a similar error or any impact to the December 31, 2021 financial
statements.
Legal proceedings and governmental investigations in connection with the Business
Combination, page 165
4.This risk factor presents specific facts related to lawsuits and investigations, including by
the SEC’s Enforcement staff, alleging false of misleading statements in the registration
statement as originally filed.  While lawsuits against parties to merger transactions may be
common, that statement improperly mitigates and detracts from the specific risks
addressed in this risk factor.  Please remove the implication that the issues raised in the
disclosure here of this particular merger are “common” to other merger transactions.
Nasdaq may delist our securities from trading on its exchange, page 175
5.We note that one of the possible adverse consequences of Nasdaq delisting your security
from its exchange is that you Class A ordinary shares may become a "penny stock."
Please include a separate risk factor to discuss in greater detail the extent to which your
common stock may be characterized as a “penny stock” under Section 3(a)(51) of the
Exchange Act and any risks you may face as a result.  Please address the requirements for
broker-dealers to effect transactions in penny stocks under Section 15(h) of the Exchange
Act and the specific legal remedies available to investors in penny stocks if broker-dealers
do not meet their obligations under the penny stock rules or if a penny stock is sold in
violation of the investor’s rights or otherwise in a fraudulent manner.  In addition, discuss
how such requirements may adversely affect the market for your common stock and
increase transaction costs.
Resignation of Financial Advisors, page 227
6.We note your response to our prior comment 9 and reissue in part.  For context, please
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.
Better Overview, page 324
7.We note your disclosure on page 325 that "[e]xcluding the severance paid to terminated
production employees, for the full year 2022, Better’s mortgage production labor cost per
unit was approximately $4,900 on average, compared to an annual average

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 June 7, 2023 Page 3
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
June 7, 2023
Page 3
of approximately $6,800 according to the MBA Quarterly Mortgage Bankers Performance
Reports."  It appears that the quoted annual average according to the MBA Quarterly
Mortgage Bankers Performance Reports is calculated differently from Better's mortgage
production labor cost of $4,900.  If so, please balance this disclosure by also including
your mortgage production labor cost per unit without excluding the severance paid to
terminated production employees or, in the alternative, consider removing this statement.
Information about Better, page 324
8.We note that in some sections of the prospectus you compare Better to "other mortgage
companies" and on page 121 to "other fintech companies."  Please refer consistently to
your primary business of a mortgage company or provide us with support that you are
a fintech company.
Our Customer Acquisition Channels, page 333
9.We note the disclosure here that your modular technology infrastructure allows you to
address your partners’ requirements by combining existing solutions and customizing
functionality, and your disclosure on page 334 that your platform is modular in nature and
new products and partners can be added seamlessly using the same core code and systems
architecture.  Please describe specific examples of when you added a new product or new
functionality for a client or partner in Tinman and provide support for your disclosure on
page 333 that Tinman's modular technology infrastructure "substantially outperform[s] the
traditionally long and operationally heavy enterprise integration processes" or remove
these statements.
Better's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 348
10.Please discuss and analyze your financial condition and changes in your financial
condition, including specifically discussing and analyzing material changes to
your balance sheet line items.  Refer to Item 303 of Regulation S-K.
Results of Operations, page 362
11.Please revise to include a discussion of changes in the components of your total interest
and other expense, net and their impact on your results of operations for each period
presented in the filing.
Cash Offer Program Revenue, page 364
12.We note your discussion of changes in your cash offer program revenue.  Please revise to
describe the extent to which such changes are attributable to changes in price or volume.
For example, consider quantifying the number of homes, average price per home or
information about the leasing of homes (for example, number of months).  Refer to Item
303(b)(2)(iii) of Regulation S-K.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 June 7, 2023 Page 4
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
June 7, 2023
Page 4
13.We note your disclosure that you paused advertising on the Better Cash Offer program.
As it relates to your discussion of changes in marketing and advertising expenses on page
366, please revise to quantify marketing spend during each period presented by program
and/or product offering.
Retention Agreement with Kevin Ryan, page 392
14.We note your disclosure here that you extended a forgivable loan of $6,000,000, with an
annual compounding interest rate of 3.5% to Mr. Ryan.  It appears that the loan will not be
paid off until December 1, 2026.  Please explain how you plan to comply with Section
402 of the Sarbanes-Oxley Act of 2002.
            You may contact Michael Henderson at 202-551-3364 or Robert Klein at 202-551-3847
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Stickel at 202-551-3324 or Tonya Aldave at 202-551-3601 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Carl Marcellino, Esq.

CORRESP
1
filename1.htm

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.

-2-

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.

-4-

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

United States securities and exchange commission logo
August 3, 2022
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Amendment No. 6 to
Registration Statement on Form S-4
Filed July 13, 2022
File No. 333-258423
Dear Mr. Massenet:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 9, 2022 letter.
Amended Registration Statement filed July 14, 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.
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

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 3, 2022 Page 2
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
August 3, 2022
Page 2
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.
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.
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."
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.
Risks Related to Our Warehouse Lines of Credit
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.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 3, 2022 Page 3
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
August 3, 2022
Page 3
Risks Related to the Business Combination and Aurora
Each of Baclays and City Group 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.
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.
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.
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.
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 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

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 3, 2022 Page 4
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
August 3, 2022
Page 4
have played a role in the closing, please revise to identify the party who will be filling
those roles.
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.
Better Overview, page 325
13.You disclose that Tinman allows you to change the cost structure of the legacy
homeownership process, shifting the model from one built around expensive
commissioned intermediaries, that you have been able to re-architect the problematic
aspects of traditional industry processes and deliver value through lower cost relative to
industry averages. You also disclose that you remain focused on enhancing your
automated systems, including Tinman, your automated decision-making engine, in a
manner that will improve efficiency and reduce labor hours devoted to loan production but
that there remain numerous parts of your loan production process that require human
labor.  Please expand your disclosures to address the following:
•Specify the problematic aspects of traditional industry processes that you have been
able to re-architect and eliminate or reduce the cost that you would otherwise incur in
a legacy homeownership process; and
•Specify the parts of your loan production process that still require human labor and
how these parts correlate to your mortgage platform expenses.
14.You disclose on page 326 that in the quarter ended March 31, 2021, mortgage platform
revenue made up 95.3% of your total net revenues, that you generated mortgage revenue
through Gain on Sale from loans, that the lower rates you provided to your customers
resulted in a lower Gain on Sale Margin but that you sought to offset lower Gain on Sale
Margin through a lower origination cost structure enabled by your technology and
operating efficiency, as well as to generate revenue on non-mortgage products offered to
your customers and that you demonstrated 492.0% year-over-year growth in total non-
mortgage revenue for the quarter ended March 31, 2022.  Please revise your discussion in
order to present a balanced discussion as follows:
•Discuss results in chronological order from latest to oldest beginning with the latest
financial information included in the registration statement;
•Disclose both dollar amounts and related percentages of mortgage platform revenue
and non-mortgage revenue; and
•Consider presenting quantitative results in a table format and address period-over-
period changes in trends to support your discussion on the relationship between rates
offered by you and the value proposition to customers, including non-mortgage
products.
15.Your disclosures of the Better Net Income (Loss) Margin and Better Adjusted Net Income
(Loss) Margin in the table on page 326 appear to be non-GAAP financial measures.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 3, 2022 Page 5
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
August 3, 2022
Page 5
Please identify these as non-GAAP financial measures, and include the
appropriate disclosure and reconciliations in your disclosure of non-GAAP financial
measures beginning on page 381.  Refer to Item 10(e)(2) of Regulation S-K and
Regulation G.
16.Please update your business model revenue growth and growth discussions on page 328 to
reflect the latest financial information included in the registration statement and discuss
results in chronological order from latest to oldest to present a balanced discussion.
Better Cash Offer Program, page 330
17.Please enhance your discussion here and on page 366 to provide greater detail of the
structure of the cash offer program, including how you would expect to earn a profit, as
well as the following:
•Disclose how you fund homes purchased by you under the cash offer program and if
the subsequent purchase by the borrower of the home from you occurs through your
home finance products process and if different, how so, including impact to liquidity
and capital resources; and
•Disclose the nature of expense incurred by you to offer this product.
Information About Better
Lower Labor Cost, page 339
18.Please clarify and address the following related to the decrease in total mortgage platform
revenue for the three months ended March 31, 2022:
•The decrease in total mortgage platform revenue is attributable to net loss on sale of
loans of $19.6 million for the three months ended March 31, 2022 compared to a net
gain on sale of loans of $279.5 million as a result of a 50.5% decrease in total funded
loans offset by an 11.7% increase in the fair value of IRLCs and forward sales
commitments;
•The 50.5% decrease in total funded loans was driven by a reduction in Funded Loan
Volume, Refinance Loan Volume, D2C Loan Volume offset by an increase in
Purchase Loan Volume and B2B Loan Volume; and
•Present the table disclosed on page 326 that shows for each specified period, average
MBA 30-year fixed rate, Better’s average 30-year fixed rate, Better’s Gain on Sale
Margin and explain why you recognized a net loss on sale of loans despite a gain on
sale margin, and the factors contributing to the net loss on sale of loans for the period
ended March 31, 2022.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Business, page 354
19.Please update your disclosures and related discussions throughout the registration
statement and Management’s Discussion and Analysis to present in chronological order
from latest to oldest, beginning with the latest financial information included in the

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 3, 2022 Page 6
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
August 3, 2022
Page 6
registration statement to present a balanced discussion.
Home Finance Mortgage Platform Revenue Model, page 357
20.Please enhance your Home Finance Mortgage Platform Revenue Model discussion as
follows:
•Present the table of components of mortgage platform revenue, net on page 372 as
part of this discussion since Integrated relationships and IRLC and forward sales
commitments are integral to mortgage platform revenue; and
•Expand to specifically address the impact of the change in trends to a net loss on sale
of loans and that total mortgage platform revenue, net for the three months ended
March 31, 2022 is attributable to changes in fair value of the IRLCs and forward
sales commitments.
Refer to Item 303(b)(2)(ii) of Regulation S-K.
Results of Operations
Key Business Metrics, page 363
21.You disclose that as part of your business model the low rates you provide to your
customers result in a lower Gain on Sale Margin through a lower origination cost structure
enabled by your technology and operating efficiency, as well as generate revenue on non-
mortgage products offered to your customers and that you have demonstrated 492.0%
year-over-year growth in your total non-mortgage revenue, which was $125.5 million in
the quarter ended March 31, 2022, as a result of the growth of your Cash Offer program.
Please disclose both the dollar volume and number of total homes purchased and total
loans sold or leased as part of your Cash Offer program consistent with your Home
Finance and Better Plus portfolios as part of your Key Business Metrics disclosures.
Mortgage Platform Revenue, Net, page 373
22.Please clarify and address the following related to the decrease in total mortgage platform
revenue for the three months ended March 31, 2022:
•The decrease in total mortgage platform revenue is attributable to net loss on sale of
loans of $19.6 million for the three months ended March 31, 2022 compared to a net
gain on sale of loans of $279.5 million as a result of a 50.5% decrease in total funded
loans offset by an 11.7% increase in the fair value of IRLCs and forward sales
commitments;
•The 50.5% decrease in

June 23, 2022
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Re:  Registration Statement on F orm S-4 (Registration No. 333-258423)

To whom it may concern:
Reference is made to the above- referenced registration sta tement (the “Registration
Statement”)  of Aurora Acquisition Corp. (the “Issuer”) under the Securities A ct of 1933, as
amended (the “Securities Act”) with respect to a proposed business combination involving a merger, consolidation, exchange of securities, acq uisition of assets, or similar transaction
involving a special purpose acquisition company and one or more target companies (the
“Transaction”). The Registration Statement has not ye t been declared effective as of the date of
this letter.
This letter is to advise you that, effective as of the date of this letter, our firm has resigned
from, or ceased or refused to act in, every capacit y and relationship in which we were described in
the Registration Statement as acting or agreeing to  act (including, without limitation, any capacity
or relationship (i) required to be described under Paragraph (5) of Schedule A of the Securities
Act or (ii) for which consent is required under Sect ion 7 of the Securities Act) with respect to the
Transaction.
Therefore, we hereby advise you and the Issuer, pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended) or any of its affiliates (within the meaning of Rule 405 under the Securities Act) will be responsible for any part of the Registration Statement.  This notice is not intended to constitute an
acknowledgment or admission that we have been or are an underwriter (within the meaning of
Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with respect to the Transaction.
Sincerely,
CITIGROUP GLOBAL MARKETS INC.

                                                                              By:    _____________________
Ian Wesson Managing Director – Financial Institutions Group

Enclosures
cc: Aurora Acquisition Corp.

Office of General Counsel
388 Greenwich Street
New York, NY 10013

CORRESP
1
filename1.htm

CORRESP

 July 13, 2022

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. 5 to the Registration Statement on Form S-4

Filed April 25, 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 May 9, 2022 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 5 to the Registration Statement on Form S-4 filed
on April 25, 2022. In connection with such responses, the Company is concurrently filing an Amendment No. 6 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.

 Registration Statement on Form
S-4 filed April 25, 2022

 General

1.
 Please revise references to Better maintaining profitability, or similar statements, to be consistent with
the significant losses recorded by Better in fiscal year ended December 31, 2021.

 -1-

 Response to Comment 1:

The Company respectfully advises the Staff that it has revised the disclosure throughout the Amended Registration Statement to moderate and
balance the disclosure based on the net loss reported by Better for the fiscal year ended December 31, 2021 and for the quarter ended March 31, 2022.

2.
 We note your disclosure that starting in December 2021 Better has implemented significant workforce
reductions. Please revise your disclosure to quantify this reduction in workforce, indicating the number of employees that you lost during the reduction in workforce, and the number of employees prior to and after the reduction. In this regard, we
note that some news articles report that Better has lost over 30 percent or 50 percent of its workforce since December 2021.

Response to Comment 2:

 The Company
respectfully advises the Staff that it has revised its disclosure on pages 41, 82 and 350 of the Amended Registration Statement to quantify the cumulative reduction of Better’s workforce since December 2021. During the fourth quarter of 2021,
Better’s workforce peaked at approximately 10,400 team members, compared to approximately 2,900 team members as of May 15, 2022.

3.
 We note your reference on page 402 to the side letter Mr. Garg signed with SoftBank and
that you plan to file it as an exhibit to your registration statement. Please disclose all material terms of the agreement.

Response to Comment 3:

 The Company
respectfully advises the Staff that it has filed the form of Post-Closing Convertible Notes Side Letter as Exhibit 10.27, which was not previously filed as while it has been executed in escrow, it has not yet been counter-signed by SoftBank. The
Company respectfully advises the Staff that it believes the material terms of the Post-Closing Convertible Notes Side Letter are disclosed on pages 103 and 426 of the Amended Registration Statement.

How does the Sponsor intend to vote their shares?, page 35

4.
 Please revise here to state the total percentage of issued and outstanding ordinary shares that have been
committed to vote in favor of the business combination.

 Response to Comment 4:

The Company respectfully advises the Staff that 30.1% of issued and outstanding ordinary shares of Aurora common stock have been committed to
vote in favor of the Business Combination. The Company has revised the disclosure on page 35 and throughout the Amended Registration Statement to include this information.

 -2-

 Risk Factors, page 78

5.
 Please add a standalone risk factor to address how changes to Better’s labor model may impact
performance. In this regard, we note your disclosure on page 79 where you state that “[b]beginning in the third quarter of 2021, [you] experienced an increase in Purchase Loan Volume, which is more labor intensive than Refinance Loan
Volume.” Discuss any difficulties you may have in managing a more labor intensive product line, but with a reduced workforce. In addition, discuss how moving towards a more labor intensive line of business will impact your costs and financial
performance.

 Response to Comment 5:

The Company respectfully advises the Staff that it has added a standalone risk factor on page 86 of the Amended Registration Statement that
describes the risks associated with Better processing greater Purchase Loan Volume (as compared to Refinance Loan Volume) given Better’s smaller workforce.

6.
 Please add a standalone risk factor addressing any harm that may come from your continued relationship with
your Founder, Vishal Garg, and continued relationships with his affiliates. Discuss, for example, whether it would be difficult to end the agreements with his affiliates because they are integral to your operations, but continuing the agreements or
relationships may be harmful to your company because they perpetuate your association with Mr. Garg. Likewise discuss whether Mr. Garg’s substantial minority ownership of Better could result in harm to your
company because such ownership supports him taking a prominent leadership role in the company. We note that actions and events relating to Vishal Garg have led to the dissatisfaction and resignation of Better management and employees, have
detrimentally affected Better’s productivity and financial results, and have disrupted third party relationships, as discussed on page 82 of your prospectus.

Response to Comment 6:

 The Company
respectfully advises the Staff that it has added a standalone risk factor on pages 86 and 87 of the Amended Registration Statement to detail the risks associated with its continued relationship with the Better Founder and CEO. In response to other
comments from the Staff, the Company respectfully advises the Staff that it has added further information to the Amended Registration Statement regarding the risks associated with continued relationships with affiliates of the Better Founder and CEO
on pages 87 through 89 of the Amended Registration Statement and regarding the Board’s reasons for choosing to continue Better’s relationship with the Better Founder and CEO following the cultural review on pages 83 and 84 of the Amended
Registration Statement.

7.
 Update your risk factor disclosure that discusses your growth or recent trends to more clearly reflect
recent trends impacting your business. We note that rising interest rates have caused a deterioration in financial performance and that you have had a substantial workforce reduction. For example, please revise the following:

 Revise the heading of the risk factor “We may not be able to continue to grow our loan production business”
on page 78 to be consistent with any recent declines in your business, and

 regarding the risk factor “Our business and
operations have experienced rapid growth” on page 80, revise the heading and first paragraph of the risk factor to discuss recent negative trends in your business such as any declines in loan production and number of employees.

 -3-

 Response to Comment 7:

The Company respectfully advises the Staff that it has revised its disclosure on pages 89 through 92 of the Amended Registration Statement to
describe in greater detail the trends affecting Better’s business and the broader market for home finance offerings since the second half of 2021.

8.
 Please revise the risk factor “Our business and our mortgage loan origination revenues are highly
dependent on macroeconomic and U.S. residential real estate market conditions” on page 101 and the risk factor “Our business is significantly impacted by interest rates” on page 103 to provide quantitative disclosure, to the extent
available, explaining how recent changes in the macroeconomic environment and interest rates have impacted your business.

Response to Comment 8:

 The Company
respectfully advises the Staff that it has added quantitative disclosure regarding the impact of increasing interest rates on Better’s Funded Loan Volume and Gain on Sale Margin on pages 109 through 111 and 391 to 392 of the Amended
Registration Statement. Also, as discussed in response to Comment 21, the Company has enhanced its disclosure on page 360 of the Amended Registration Statement to describe the impact of market conditions on Better’s Gain on Sale Margin.

If we cannot maintain and improve our corporate culture, page 82

9.
 Please discuss the board’s reasoning for retaining Mr. Garg as CEO following the cultural assessment.
We note your statement that based on that review, Better identified a number of areas of its workplace culture that require improvement, many of which relate to actions taken by Mr. Garg.

Response to Comment 9:

 The Company
respectfully advises the Staff that it has revised its disclosure on pages 83 through 85 of the Amended Registration Statement to disclose that the Better Board carefully considered whether Better’s senior leadership should remain in place
following the widely-publicized fallout from the commencement of the series of workforce reductions in December 2021. Better firmly believes that Mr. Garg has set the strategic vision for its business, which remains the Board’s primary
target, and that the continuity of Mr. Garg’s vision, his experience from having founded Better, the key role Mr. Garg has served in growing Better as its Founder and CEO since its inception in 2015, along with his robust
institutional knowledge, which is derived from such experience, are valuable assets that would be difficult to replace. These factors, together with Mr. Garg’s verbal commitment to improve the workplace culture and additional safeguards
implemented by the Board, which are described throughout the Amended Registration Statement, has resulted in Mr. Garg’s retention and continued role as director and CEO.

 -4-

10.
 Here, or in an appropriate place, address any company investigations into, and the results of those
investigations, regarding:

 Allegations regarding the Better Founder and CEO, related to prior business
activities, that he breached his fiduciary duties to another company he co-founded, misappropriated intellectual property and trade secrets, converted corporate funds and failed to file corporate tax returns,
as referenced on page 94;

 Allegations regarding the Better Founder and CEO, related to prior business activities, that investors
did not receive required accounting documentation and that the Better Founder and CEO misappropriated funds that should have been distributed to the investors, as referenced on page 94;

Allegations of workplace grievances prior to the placement of your former chief product officer on administrative leave, as referenced on
page 95; and

 Allegations by Pine Brook regarding fiduciary duty breaches in connection with Better’s corporate governance, as
referenced on page 337.

 Response to Comment 10:

The Company respectfully advises the Staff that it has revised the disclosure on pages 84, 102 and 103 of the Amended Registration Statement to
provide further information on investigations into these topics.

 With respect to the prior business activities of the Better Founder and
CEO, other than conducting customary know-your-customer due diligence on investors in its investment rounds, Better does not have visibility into the sources of funds invested by its investors, including funds received from affiliates of the Better
Founder and CEO, and does not believe these lawsuits are material to its business as Better is not party to such lawsuits.

 With respect
to the administrative leave of Better’s former Chief Product Officer, the Company respectfully advises the Staff that Better took steps, as noted, to place the Chief Product Officer on administrative leave following an investigation, but does
not believe that additional detail regarding the investigation is material to investors.

 With respect to the allegations by Pine Brook,
the Company respectfully advises the Staff that Pine Brook threatened to make claims alleging breach of fiduciary duties, but did not do so. Accordingly, Better did not conduct an investigation into any such claims, though Better was prepared to
vigorously defend against such claims.

 Loss of our key management, including the Better Founder and CEO, page 95

11.
 It appears that Better has significant relationships with entities controlled by or otherwise related to
Vishal Garg. If applicable, please disclose the risk to Better if it is no longer able to obtain products or services from the related entities Notable Finance LLC and 1/0 Capital.

 -5-

 Response to Comment 11:

The Company respectfully advises the Staff that it has added a standalone risk factor on pages 86 through 89 of the Amended Registration
Statement to aggregate and expand on the disclosure of risks to Better if it is no longer able to obtain products or services from entities affiliated with the Better Founder and CEO.

We identified a material weakness in our internal control over financial reporting, page 96

12.
 You disclose that Better identified a material weakness in its internal control over financial reporting as
of December 31, 2021. Please disclose the nature of the material weakness, the impact on its financial reporting and internal controls over financial reporting and how the actions taken by the Board as disclosed, address the
material weakness. Refer to Rule 1.02 of Regulation S-X.

 Response to Comment 12:

 The Company respectfully advises the Staff that it has revised its disclosure on page 104 of the Amended Registration Statement to
clarify that Better had not maintained an effective control environment based on the criteria established 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. This resulted in a material weakness in Better’s internal controls over financial reporting. The Company
respectfully advises the Staff that Better is not aware of any misstatement (material or otherwise) of its annual or interim consolidated financial statements that has resulted from this material weakness.

Information About Better; Better Overview, page 311

13.
 In your discussion of Better, you address the evolution of and value proposition to customers of your
technology platform and Tinman, using rules-driven AI that provides customers with an optimal, highly personalized home finance, real estate, and insurance product selection and ultimately dramatically lower costs and fees. Please expand your
discussion to explain your sales and pricing strategies on the sell side of your business model/platform that generates substantially all of your revenue and or gain on sale margin, the decline of which you attribute to the net loss of
$303.8 million for the year ended December 31, 2021 compared to $172.1 million net income for year-ended December 31, 2020. Please also address how changes in interest
rates, volume and average days loans held for sale impact the gain on sale margin.

 Response to Comment 13:

The Company respectfully advises the Staff that it has revised its disclosure on page 326 of the Amended Registration Statement to enhance its
disclosure of Better’s sales and pricing strategy. The Company has specifically added tabular disclosure to compare MBA Average 30-year fixed interest rates to those offered by Better for the periods
presented

Global Corporate & Investment Banking
BofA Securities, Inc.
One Bryant Park, New York, NY 10036

June 30, 2022
Securities and Exchange Commission
100 F Street, N.E.Washington, D.C. 20549
Re:  Registration Statement on Form S-4 (Registration No. 333- 258423)
To whom it may concern:
Reference is made to the above-referenced registration statement, as amended (the
“Registration Statement”) of Aurora  Acquisition Corp. (the “Issuer”) under the Securities Act of 1933,
as amended (the “Securities Act” ) with respect to a proposed business combination involving a
merger, consolidation, exchange of securities, acquisition of assets, or similar transaction involving a
special purpose acquisition company and one or more  target companies (the “Transaction”). The
Registration Statement has not yet been declared  effective as of the date of this letter.
This letter is to advise you that, effective as  of June 9, 2022, our firm has resigned from, or
ceased or refused to act in, every capacity and relati onship in any way related to or in which we were
or could be described in the Re gistration Statement as acting or agreeing to act (including, without
limitation, any capacity or rela tionship (A) required to be describe d under Paragraph (5) of Schedule A
or (B) for which consent is requi red under Section 7 of the Secur ities Act) with respect to the
Transaction.
Therefore, we hereby advise you and the Issuer, pursuant to Section 11( b)(1) of the Securities
Act, that none of our firm, any pe rson who controls it (within the mean ing of either Section 15 of the
Securities Act or Section 20 of th e Securities Exchange Act of 1 934, as amended) or any of its
affiliates (within the meani ng of Rule 405 under the Securities Act) will be responsible for any part of
the Registration Statement. This notice is not intended to constitute an acknowledgment or admission that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act
or the rules and regulations promulgated thereunder) with respect to the Transaction.
[remainder of this page intentionally left blank ]

Sincerely,
BofA Securities, Inc.

By: _____________________
       Name: Stewart Barry        Title: Managing Director

cc: Arnaud Massenet, Chief Executive Officer of Aurora Acquisition Corp.
 Vishal Garg, Chief Executive Officer of Better Holdco, Inc.
Kevin Ryan, Chief Financial Officer of Better Holdco, Inc. Tonya Aldave, SEC Staff Attorney John Dana Brown, SEC Staff Attorney Jared M. Fishman, Sullivan & Cromwell LLP
 Carl P. Marcellino, Ropes & Gray LLP  Adam Eastell, Baker McKenzie LLP

United States securities and exchange commission logo
May 9, 2022
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Amendment No. 5 to
Registration Statement on Form S-4
Filed April 25, 2022
File No. 333-258423
Dear Mr. Massenet:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.Please revise references to Better maintaining profitability, or similar statements, to be
consistent with the significant losses recorded by Better in fiscal year ended December 31,
2021.
2.We note your disclosure that starting in December 2021 Better has implemented
significant workforce reductions.  Please revise your disclosure to quantify this reduction
in workforce, indicating the number of employees that you lost during the reduction in
workforce, and the number of employees prior to and after the reduction.  In this regard,
we note that some news articles report that Better has lost over 30 percent or 50 percent of

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 May 9, 2022 Page 2
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
May 9, 2022
Page 2
its workforce since December 2021.
3.We note your reference on page 402 to the side letter Mr. Garg signed with SoftBank and
that you plan to file it as an exhibit to your registration statement.  Please disclose all
material terms of the agreement.
How does the Sponsor intend to vote their shares?, page 35
4.Please revise here to state the total percentage of issued and outstanding ordinary shares
that have been committed to vote in favor of the business combination.
Risk Factors, page 78
5.Please add a standalone risk factor to address how changes to Better's labor model may
impact performance.  In this regard, we note your disclosure on page 79 where you state
that "[b]eginning in the third quarter of 2021, [you] experienced an increase in Purchase
Loan Volume, which is more labor intensive than Refinance Loan Volume." Discuss any
difficulties you may have in managing a more labor intensive product line, but with a
reduced workforce.  In addition, discuss how moving towards a more labor intensive line
of business will impact your costs and financial performance.
6.Please add a standalone risk factor addressing any harm that may come from your
continued relationship with your Founder, Vishal Garg, and continued relationships with
his affiliates.  Discuss, for example, whether it would be difficult to end the agreements
with his affiliates because they are integral to your operations, but continuing the
agreements or relationships may be harmful to your company because they perpetuate
your association with Mr. Garg.  Likewise discuss whether Mr. Garg's substantial
minority ownership of Better could result in harm to your company because such
ownership supports him taking a prominent leadership role in the company.  We note that
actions and events relating to Vishal Garg have led to the dissatisfaction and resignation
of Better management and employees, have detrimentally affected Better’s productivity
and financial results, and have disrupted third party relationships, as discussed on page 82
of your prospectus.
7.Update your risk factor disclosure that discusses your growth or recent trends to more
clearly reflect recent trends impacting your business.  We note that rising interest rates
have caused a deterioration in financial performance and that you have had a substantial
workforce reduction.  For example, please revise the following:
•revise the heading of the risk factor "We may not be able to continue to grow our
loan production business" on page 78 to be consistent with any recent declines in
your business, and
•regarding the risk factor "Our business and operations have experienced rapid
growth" on page 80, revise the heading and first paragraph of the risk factor to
discuss recent negative trends in your business such as any declines in loan
production and number of employees.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 May 9, 2022 Page 3
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
May 9, 2022
Page 3
8.Please revise the risk factor "Our business and our mortgage loan origination revenues are
highly dependent on macroeconomic and U.S. residential real estate market conditions"
on page 101 and the risk factor "Our business is significantly impacted by interest rates"
on page 103 to provide quantitative disclosure, to the extent available, explaining how
recent changes in the macroeconomic environment and interest rates have impacted your
business.
If we cannot maintain and improve our corporate culture, page 82
9.Please discuss the board's reasoning for retaining Mr. Garg as CEO following the cultural
assessment.  We note your statement that based on that review, Better identified a number
of areas of its workplace culture that require improvement, many of which relate to
actions taken by Mr. Garg.
10.Here, or in an appropriate place, address any company investigations into, and the results
of those investigations, regarding:
•allegations regarding the Better Founder and CEO, related to prior business
activities, that he breached his fiduciary duties to another company he co-founded,
misappropriated intellectual property and trade secrets, converted corporate funds and
failed to file corporate tax returns, as referenced on page 94;
•allegations regarding the Better Founder and CEO, related to prior business activities,
that investors did not receive required accounting documentation and that the Better
Founder and CEO misappropriated funds that should have been distributed to the
investors, as referenced on page 94;
•allegations of workplace grievances prior to the placement of your former chief
product officer on administrative leave, as referenced on page 95; and
•allegations by Pine Brook regarding fiduciary duty breaches in connection with
Better’s corporate governance, as referenced on page 337.
Loss of our key management, including the Better Founder and CEO, page 95
11.It appears that Better has significant relationships with entities controlled by or otherwise
related to Vishal Garg.  If applicable, please disclose the risk to Better if it is no longer
able to obtain products or services from the related entities Notable Finance LLC and 1/0
Capital.
We identified a material weakness in our internal control over financial reporting, page 96
12.You disclose that Better identified a material weakness in its internal control over
financial reporting as of December 31, 2021.  Please disclose the nature of the material
weakness, the impact on its financial reporting and internal controls over financial
reporting and how the actions taken by the Board as disclosed, address the material
weakness.  Refer to Rule 1.02 of Regulation S-X.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 May 9, 2022 Page 4
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
May 9, 2022
Page 4
Information About Better
Better Overview, page 311
13.In your discussion of Better, you address the evolution of and value proposition to
customers of your technology platform and Tinman, using rules-driven AI that provides
customers with an optimal, highly personalized home finance, real estate, and insurance
product selection and ultimately dramatically lower costs and fees.  Please expand your
discussion to explain your sales and pricing strategies on the sell side of your business
model/platform that generates substantially all of your revenue and or gain on sale margin,
the decline of which you attribute to the net loss of $303.8 million for the year ended
December 31, 2021 compared to $172.1 million net income for year-ended December 31,
2020.  Please also address how changes in interest rates, volume and average days loans
held for sale impact the gain on sale margin.
14.You disclose that Tinman allows you to change the cost structure of the legacy
homeownership process, shifting the model from one built around expensive
commissioned intermediaries to one focused on the customer and because you are
digitally native, that you have been able to re-architect the problematic aspects of
traditional industry processes in favor of the consumer, delivering them value through
lower cost, faster speed, and greater certainty relative to industry averages, including that
Better’s interest rates were consistently lower than the industry average from January
2018 through December 2021 according to the MBA Weekly Applications Survey for a
30-year fixed mortgage.  Please disclose Better’s interest rates vs. industry averages for
the periods mentioned.
15.You disclose that your integrated digital platform has allowed you to deploy new products
at a high velocity.   Please disclose the number and related volume of new products
deployed for each year presented.
Our Products, page 313
16.Please disclose the average loan to value at origination and if unavailable, why.
Our Business Model, page 340
17.Please present your comparative year-over-year revenue metrics, such as Home Finance
and Better Plus, in a table format to enhance the visibility of trends.
Ability to Acquire New Customers and Scale Customer Acquisitions, page 342
18.Please expand your discussion of the scalability of your organizational structure to explain
why, despite the 139% increase in year over year Funded Loan Volume and 41% increase
in revenue from 2020 to 2021, mortgage platform expenses increased 137% in 2021.  Also
address what prevented you of scaling down operationally in response to changing interest
rate and macroeconomic environment in 2021.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 May 9, 2022 Page 5
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
May 9, 2022
Page 5
Expanding our Technological Innovation and Maintaining Our Cost Advantage, page 342
19.You disclose that you are able to manufacture loans at a substantially lower cost relative
to the industry average, which in turn enables you to offer your customers lower rates.
Please disclose your cost and the industry average.
20.You disclose that your licensed sales team members manufactured significantly more
loans per salesperson per month compared to the MBA industry average, according to the
MBA Quarterly Mortgage Bankers Performance Reports for each quarter in 2020. Please
disclose these averages.
Factors Affecting Our Performance
Fluctuation in Interest Rates, page 343
21.You disclose that as a result of your focus on growing your market share of Funded
Loan Volume, combined with a decrease in overall funding activities in the mortgage
market generally, you experienced sizable compression in 2021 relative to the levels of
2020, with a Gain on Sale Margin of 2.05% for the year ended December 31, 2021
compared to 3.71% in the year ended December 31, 2020.   You also disclose that you
expect that your results will continue to fluctuate based on a variety of factors, including
interest rates as you continue to seek to increase your business, including Funded Loan
Volume and that you may continue to incur net losses in the future.  Please tell us and
expand your discussion to clarify how the impact of the decrease in overall funding
activity in the mortgage market impacted the gain on sale margin considering the overall
increase in your loan volumes in excess of 100% from 2020 to 2021.
Key Business Metrics, page 345
22.Please disclose the Gain on Sale Margin for your different loan volume portfolios, for
example, funded loan volume and refinance loan volume.
Gain on Sale Margin, page 347
23.Please revise your discussion to provide comparative year over year metrics and disclose
changes from 2020 to 2021 followed by 2019 to 2020 consistent with your other related
disclosures to ensure a balanced discussion.
Results of Operations, page 352
24.Please enhance your Results of Operations discussion to explain the drivers of your net
loss of $303.8 million for the year-ended December 31, 2021 compared to net income of
$172.1 million for the year ended December 31, 2020, including how the factors that you
discuss in the risk factor “We face intense competition that could materially and adversely
affect us” on page 111 contributed to your net loss.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 May 9, 2022 Page 6
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
May 9, 2022
Page 6
Mortgage Platform Revenue, page 353
25.Please disaggregate net gain on sale of loans by your different loan volume portfolios, for
example funded loan volume and refinance loan volume.
Operating Expenses, page 355
26.Please enhance your Operating Expenses discussion to describe any known trends or
uncertainties that have had or that are reasonably likely to have a material favorable or
unfavorable impact, for example, impact of your reorganization on operating expenses.
Please also address the fixed and variable components of your operating expenses
considering your discussion of the scalability of customer acquisitions discussed on page
344.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk, page 367
27.Please enhance your discussion to provide quantitative information about your interest
rate risk which was a material factor in your 2021 net loss of $303.8 million as a result of
the reduction in Gain on Sale Margin to 2.05% for the year ended December 31, 2021
compared to 3.71% in the year ended December 31, 2020, including as required, the
appropriate presentation.  Refer to Item 305 of Regulation S-K.
Credit Risk, page 368
28.Please disclose the average loan to value at origination and if unavailable, why.
Note. 2 Summary of Significant Accounting Policies
Revenue Recognition
Cash Offer Program, page F-43
29.You disclose that for the year ended December 31, 2021, you recognized revenue from the
Better Cash Offer Program in the amount of $39.4 million which reflects the purchase
price of homes paid to you by customers using our Better Cash Offer program.  You also
disclose on page 350, that Other Platform Expenses include the full cost of the related
home including costs for maintaining the home before it is transferred to the buyer.
Please provide us with your analysis to support your accounting as a principle versus
agent in this program.  Refer to ASC 606-10-55.
Note 9. Related Party Transactions, page F-65
30.Please disclose and or clarify the contractual term of your agreements with 1/10 Capital,
LLC, TheNumber, LLC, Holy Machine, LLC and Notable Finance, LLC, including any
terms for which related amounts recognized in the financial statements presented are
expected to change.  Refer to ASC 850-10-50-1(c).

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 May 9, 2022 Page 7
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
May 9, 2022
Page 7
31.Please disclose how the related party transaction expenses recognized in the financial
statements were determined, if these amounts would have been significantly different
from those that would have been obtained if provided by autonomous parties and if any
such services are integral to Better’s operating platform.  Refer to ASC 850-10-50-6.

CORRESP
1
filename1.htm

CORRESP

 April 25, 2022

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. 4 to the Registration Statement on Form S-4

      Filed February 11, 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 March 3, 2022 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 4 to the Registration Statement on Form S-4
filed on February 11, 2022. In connection with such responses, the Company is concurrently filing an Amendment No. 5 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.

 Registration Statement on Form S-4 filed February 11, 2022

 Cover Page

1.
 Please reconcile your definition on page 3 of Better Home & Finance Warrants as
“warrants to purchase shares of Better Home & Finance Class A common” stock with your disclosure on the cover page regarding “up to [    ] shares of Better
Home & Finance Class A common stock and [    ] shares of Better Home & Finance Class B common stock upon the net exercise or
conversion, as applicable, of the Better Home & Finance Warrants.”

 -1-

 Response to Comment 1:

The Company respectfully advises the Staff that outstanding Better Warrants can ultimately result in issuance of shares of either Better
Home & Finance Class A common stock (through the conversion of Better Warrants into Better Home & Finance Warrants upon closing, which can subsequently be exercised to purchase Better Home & Finance Class A
common stock) or Better Home & Finance Class B common stock (through the exercise of the Better Warrants at the time of the First Merger, allowing the warrantholder to receive the Ordinary Stock Election Consideration of Better
Home & Finance Class B common stock). The Company has revised its disclosure on the cover page of the proxy statement/prospectus to clarify that this issuance is derived from outstanding Better Warrants.

Will the projections that Aurora considered when evaluating and recommending the Business Combination be realized?, page 16

2.
 Please revise here and on pages 83 and 97 to explain what you mean by “the internal perception of a
portion of management and team members of Better.”

 Response to Comment 2:

The Company respectfully advises the Staff that it has revised its disclosure on pages 16, 82 and 96 of the Amended Registration Statement to
clarify that dissatisfaction associated with the December 2021 workforce reduction resulted in increased attrition among Better’s senior leadership and employees.

Questions and Answers for Shareholders of Aurora, page 27

3.
 You disclose that following the closing of Aurora’s initial public offering, an amount equal to
$255,000,000 ($10.00 per unit) of the net proceeds from Aurora’s initial public offering and the sale of the private placement warrants was placed in the trust account. The Aurora Acquisition Corp unaudited balance sheet at
September 30, 2021 discloses $278,015,286 of cash held in trust account, which appears to be comprised of gross proceeds from the initial public offering of $220,000,000, $23,002,870 from the proceeds of Underwriters
over-allotment, $35,000,000 of proceeds from Novator Private Placements units and interest earned of $12,417. Please tell us the nature of the proceeds held in the trust account and revise your disclosures accordingly. Please update related
disclosures throughout the registration statement.

 Response to Comment 3:

The Company respectfully advises the Staff that $255,000,000 of the net proceeds from Aurora’s initial public offering and the sale of
private placement warrants was placed in the trust account following the initial public offering. An additional $23,002,870 from the proceeds of the underwriters’ over-allotment and interest income of $19,527 has been added to this total as of
December 31, 2021, summing to a trust account balance of $278,022,397 at December 31, 2021. The Company has updated its disclosure throughout the Amended Registration Statement, including on pages 27, 38 and 290.

 -2-

 Summary of the Proxy Statement/Prospectus, page 38

4.
 You disclose that on March 8, 2021, Aurora consummated its initial public offering of its
units, with each unit consisting of one Aurora Class A ordinary share and one-quarter of one Aurora public warrant, which included the full exercise by the underwriters of the over-allotment
option. We also note that you disclose that the underwriters of the initial public offering partially exercised their over-allotment option. Please reconcile these statements and revise the related disclosures throughout your registration
statement.

 Response to Comment 4:

The Company respectfully advises the Staff that it has revised its disclosure on pages 38, 203 and 290 of the Amended Registration Statement to
clarify that the underwriters of the initial public offering partially exercised their over-allotment option for 2,300,287 units out of 3,300,000 units available in the over-allotment option.

Background of the Business Combination, page 201

5.
 We note that on March 8, 2021, Aurora completed its initial public offering, and you
state on page 203 that “[o]n March 12, 2021, following an introduction, the Better Founder and CEO held an introductory call with members of Aurora’s management team.” Please disclose the date of first contact
between Better and Aurora, directly or indirectly, introductory or otherwise. In addition, disclose the first date that Aurora considered Better to be a potential business combination target.

Response to Comment 5:

 The Company respectfully
advises the Staff that it has revised its disclosure on page 205 of the Amended Registration Statement to clarify that March 12, 2021 was the first contact between Better and Aurora and that, following this first contact, Aurora considered
Better to be a potential business combination target.

 Unaudited Pro Forma Condensed Combined Financial Information

Statement of Operations for the nine months ended September 30, 2021, page 280

6.
 Please disclose the calculation underlying adjustment 3f related to the allocation of offering costs
expected to be incurred by Aurora to the warrant liability. Refer to Article 11 of Regulation SX and Release 33-10786.

Response to Comment 6:

 The Company respectfully
advises the staff that it has revised its disclosure on page 287 of the Amended Registration Statement to clarify the calculation allocating Aurora offering costs to the warrant liability.

 -3-

 Our Ecosystem

Key benefits to our Better Plus marketplace participants, page 324

7.
 We note your disclosure here that “[your] integrated process has fewer additional steps and less
verification and information required compared to if [your] customers were to start from scratch on [your] marketplace participants’ sites.” Please explain what you mean by “less verification and information” in this context. It
appears that you are required to collect the same information and verifications as other mortgage lenders collect due to the specific rules and regulations applicable to the mortgage industry.

Response to Comment 7:

 The Company
respecfully advises the Staff that Better is required to collect the same information and verifications as other mortgage lenders due to applicable rules and regulations, but that its integrated process requires less manual verification and
duplicative data entry from customers because information provided once can be used throughout the mortgage process. The Company has revised its disclosure on page 323 of the Amended Registration Statement.

Management of Better Home & Finance Following the Business Combination, page 377

8.
 Please update the disclosure in this section. We note that it is “as of December 31,
2021.”

 Response to Comment 8:

The Company respecfully advises the Staff that it has revised its disclosure on page 373 of the Amended Registration Statement to clarify that
this disclosure is as of April 25, 2022.

 Aurora Acquisition Corp unaudited condensed financial statements as of September 30,
2021 Statement of Cash Flows, page F-5

9.
 You disclose supplemental non-cash investing and financing
activities to include Class A ordinary shares subject to possible redemption of $228,002,870. Please tell us and revise your disclosures accordingly how this reconciles to the $243,002,870 as disclosed on page F-2.

 Response to Comment 9:

The Company respectfully advises the Staff that the correct amount of Class A ordinary shares subject to redemption should have been
$243,002,870, which has been corrected in the supplemental non-cash investing and financing activities on page F-6 of the Amended Registration Statement in response to the Staff’s comment 9.

Note 2. Summary of Significant Accounting Policies

Restatement of Previously Issued Financial Statements, page F-14

10.
 We note that you recognized an over-allotment option liability to cover the 3,300,000 additional underwriter
units at the initial public offering price, less the underwriting discounts and commissions in your March 8, 2021 restated balance sheet. Please tell us the terms of the options that gave rise to the liability and the
related authoritative guidance to support your accounting.

 -4-

 CONFIDENTIAL

 Response to Comment 10:

The Company respectfully advises the Staff that the Company concluded that the over-allotment option meets the definition of a freestanding
financial instrument as the over-allotment option remains with the underwriters when the securities are sold to the ultimate investor. The Company evaluated under ASC 480-10 – Distinguishing Liabilities
from Equity and ASC 815-40 – Derivatives and Hedging – Contract’s in Entity’s Own Equity. In accordance with ASC 480-10-25-8: An entity shall classify as a liability (or an asset in some circumstances) any financial instrument, other than an outstanding share, that, at inception, has both of the following
characteristics:

a)
 It embodies an obligation to repurchase the issuer’s equity shares, or is indexed to such an obligation;
and

b)
 It requires or may require the issuer to settle the obligation by transferring assets.

The units, which were composed of Class A ordinary shares and fractions of warrants, were indexed in the Company’s shares. The
over-allotment option is a forward contract that requires the Company to issue redeemable shares. As the Class A ordinary shares included in the units are redeemable at the option of the holder upon the completion of a business combination,
(1) the Company determined that the contract is indexed to an underlying share (i.e., the option’s value varies with the fair value of the share) that embodies the Company’s obligation to repurchase the share and (2) the Company
has a conditional obligation to transfer assets if the Class A ordinary shares are redeemed by the holders. Based on the evaluation of the above criteria, the over-allotment option is deemed a liability pursuant to ASC 480.

Note 8. Fair Value Measurements, page F-25

11.
 You disclose that you had 6,075,000 public warrants and 5,448,372 private placement warrants outstanding as
of March 8, 2021 initially classified as a Level 3 fair value for recognized at $13,882,167. Please tell us and enhance your disclosures to explain why the public warrants were reclassified to
Level 1 at $1.00 instead of the original basis of $1.50.

 Response to Comment 11:

The Company respectfully advises the Staff that the public warrants commenced separate public trading on May 3, 2021. The public warrants
were initially classified as Level 3 on March 8, 2021, and therefore valued by the Company’s third-party valuation specialist using an option pricing model with the inputs disclosed. Thus, no direct Bloomberg pricing was used as of
that date. As of the public trading date of May 3, 2021, the public warrants were reclassified to Level 1 at $1.00 using the public trading value and the private warrants stayed at Level 3 as not actively traded.

 -5-

 CONFIDENTIAL

 General

12.
 We note your references to “bridge financing” and “bridge notes” in the amended
registration statement. Revise the disclosure to discuss the key terms of these convertible securities and disclosure the potential impact of these securities on non-redeeming shareholders.

 Response to Comment 12:

The Company respectfully advises the Staff that it has revised its disclosure throughout the Amended Registration Statement and included
disclosure on page 364 to clarify that the Pre-Closing Bridge Notes were issued in connection with Better’s receipt of $750,000,000 of Pre-Closing Bridge Financing.
The Company further advises the Staff that non-redeeming shareholders are not diluted by the Pre-Closing Bridge Conversion Shares issuable in respect of the Pre-Closing Bridge Notes because the conversion price of the Pre-Closing Bridge Notes is fixed at $10 per share, equal to the initial public offering price. By their terms,
the Pre-Closing Bridge Notes automatically convert into Pre-Closing Bridge Conversion Shares of Better Home & Finance Class A common stock at closing,
except for Better Home & Finance Class C common stock issuable to SoftBank in some circumstances.

13.
 We note your revised disclosure on page 202 that Sponsor and Aurora directors that purchased Aurora private
units have agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement.

Response to Comment 13:

 The Company
respectfully advises the Staff that the referenced waiver of redemption rights was negotiated as part of a letter agreement entered into among Aurora, Sponsor and certain of Sponsor’s executive officers and directors on March 3, 2021 and
not in connection with the proposed business combination with Better. The Company confirms for the Staff that no consideration related to the proposed business combination with Better was provided to the Sponsor in exchange for entry into this
letter agreements. The Company has revised its disclosure on page 203 of the Amended Registration Statement.

 We hope that the foregoing
has been responsive to the Staff’s 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

 -6-

United States securities and exchange commission logo
March 3, 2022
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Amendment No. 4 to
Registration Statement on Form S-4
Filed February 11, 2022
File No. 333-258423
Dear Mr. Massenet:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 16, 2021 letter.
Amendment No. 4 to Registration Statement on Form S-4
Cover Page
1.Please reconcile your definition on page 3 of Better Home & Finance Warrants as
"warrants to purchase shares of Better Home & Finance Class A common" stock with
your disclosure on the cover page regarding "up to [        ] shares of Better
Home & Finance Class A common stock and [        ] shares of Better Home & Finance
Class B common stock upon the net exercise or conversion, as applicable, of the Better
Home & Finance Warrants."

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 March 3, 2022 Page 2
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
March 3, 2022
Page 2
Will the projections that Aurora considered when evaluating and recommending the Business
Combination be realized?, page 16
2.Please revise here and on pages 83 and 97 to explain what you mean by "the internal
perception of a portion of management and team members of Better."
Questions and Answers for Shareholders of Aurora, page 27
3.You disclose that following the closing of Aurora’s initial public offering, an amount
equal to $255,000,000 ($10.00 per unit) of the net proceeds from Aurora’s initial public
offering and the sale of the private placement warrants was placed in the trust account.
The Aurora Acquisition Corp unaudited balance sheet at September 30, 2021 discloses
$278,015,286 of cash held in trust account, which appears to be comprised of gross
proceeds from the initial public offering of $220,000,000, $23,002,870 from the proceeds
of Underwriters over-allotment, $35,000,000 of proceeds from Novator Private
Placements units and interest earned of $12,417.  Please tell us the nature of the proceeds
held in the trust account and revise your disclosures accordingly.  Please update related
disclosures throughout the registration statement.
Summary of the Proxy Statement/Prospectus, page 38
4.You disclose that on March 8, 2021, Aurora consummated its initial public offering of its
units, with each unit consisting of one Aurora Class A ordinary share and one-quarter of
one Aurora public warrant, which included the full exercise by the underwriters of the
over-allotment option.   We also note that you disclose that the underwriters of the initial
public offering partially exercised their over-allotment option.  Please reconcile these
statements and revise the related disclosures throughout your registration statement.
Background of the Business Combination, page 201
5.We note that on March 8, 2021, Aurora completed its initial public offering, and you state
on page 203 that "[o]n March 12, 2021, following an introduction, the Better Founder and
CEO held an introductory call with members of Aurora’s management team."  Please
disclose the date of first contact between Better and Aurora, directly or indirectly,
introductory or otherwise.  In addition, disclose the first date that Aurora considered
Better to be a potential business combination target.
Unaudited Pro Forma Condensed Combined Financial Information
Statement of Operations for the nine months ended September 30, 2021, page 280
6.Please disclose the calculation underlying adjustment 3f related to the allocation of
offering costs expected to be incurred by Aurora to the warrant liability.  Refer to Article
11 of Regulation SX and Release 33-10786.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 March 3, 2022 Page 3
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
March 3, 2022
Page 3
Our Ecosystem
Key benefits to our Better Plus marketplace participants, page 324
7.We note your disclosure here that "[your] integrated process has fewer additional steps
and less verification and information required compared to if [your] customers were to
start from scratch on [your] marketplace participants’ sites."  Please explain what you
mean by "less verification and information" in this context.  It appears that you
are required to collect the same information and verifications as other mortgage lenders
collect due to the specific rules and regulations applicable to the mortgage industry.
Management of Better Home & Finance Following the Business Combination, page 377
8.Please update the disclosure in this section.  We note that it is "as of December 31, 2021."
Aurora Acquisition Corp unaudited condensed financial statements as of September 30, 2021
Statement of Cash Flows, page F-5
9.You disclose supplemental non-cash investing and financing activities to include Class A
ordinary shares subject to possible redemption of $228,002,870.  Please tell us and revise
your disclosures accordingly how this reconciles to the $243,002,870 as disclosed on page
F-2.
Note 2. Summary of Significant Accounting Policies
Restatement of Previously Issued Financial Statements, page F-14
10.We note that you recognized an over-allotment option liability to cover the 3,300,000
additional underwriter units at the initial public offering price, less the underwriting
discounts and commissions in your March 8, 2021 restated balance sheet.  Please tell us
the terms of the options that gave rise to the liability and the related authoritative guidance
to support your accounting.
Note 8. Fair Value Measurements, page F-25
11.You disclose that you had 6,075,000 public warrants and 5,448,372 private placement
warrants outstanding as of March 8, 2021 initially classified as a Level 3 fair value for
recognized at $13,882,167.  Please tell us and enhance your disclosures to explain why the
public warrants were reclassified to Level 1 at $1.00 instead of the original basis of
$1.50.
General
12.We note your references to "bridge financing" and "bridge notes" in the amended
registration statement.  Revise the disclosure to discuss the key terms of these convertible
securities and disclose the potential impact of these securities on non-redeeming
shareholders.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 March 3, 2022 Page 4
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
March 3, 2022
Page 4
13.We note your revised disclosure on page 202 that Sponsor and Aurora directors that
purchased Aurora private units have agreed to waive their redemption rights. Please
describe any consideration provided in exchange for this agreement.
            You may contact Rolf Sundwall at 202-551-3105 or Michelle Miller at 202-551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tonya Aldave at 202-551-3601 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Carl Marcellino

CORRESP
1
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CORRESP

 February 10, 2022

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. 3 to the Registration Statement on Form S-4

Filed November 12, 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 16, 2021 (the “Comment Letter”), pertaining to the Company’s
above-referenced Amendment No. 3 to the Registration Statement on Form S-4 filed on November 12, 2021. In connection with such responses, the Company is concurrently filing an Amendment No. 4 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.

 Registration Statement on Form S-4 filed November 12, 2021

General

1.
 Please revise the cover page to disclose an estimate of the number of Better Options, Better RSUs and Better
Restrict Stock Awards outstanding as of immediately prior to the Mergers, stating your assumptions for such an estimate, for example assuming a date for the Mergers. In a similar manner disclose the currently undisclosed quantities of various
securities in the Authorized Capitalization disclosure on page 384.

 -1-

 Response to Comment 1:

The Company respectfully advises the Staff that it has revised the cover page and page 410 of the Amended Registration Statement in response to
the Staff’s comment 1 to provide quantities of the relevant securities, which will be updated prior to effectiveness of the Amended Registration Statement.

We hope that the foregoing has been responsive to the Staff’s 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

 -2-

United States securities and exchange commission logo
November 16, 2021
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed November 12, 2021
File No. 333-258423
Dear Mr. Massenet:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 8, 2021 letter.
Amended Registration Statement filed on November 12, 2021
General
1.Please revise the cover page to disclose an estimate of the number of Better Options,
Better RSUs and Better Restricted Stock Awards outstanding as of immediately prior to
the Mergers, stating your assumptions for such an estimate, for example assuming a date
for the Mergers.  In a similar manner disclose the currently undisclosed quantities
of various securities in the Authorized Capitalization disclosure on page 384.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 November 16, 2021 Page 2
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
November 16, 2021
Page 2
            You may contact Rolf Sundwall at 202-551-3105 or Michelle Miller at 202-551-3368 if
you have questions regarding comments on the financial statements and related matters. Please
contact Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 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 Company’s
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 Staff’s 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 Better’s 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.”

 -1-

 Response to Comment 1:

In response to the Staff’s comment 1, the Company has provided a separate Question and Answer on page 13 of the Amended Registration
Statement addressing the fact that Better’s 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 Better’s 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 Staff’s 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 Better’s 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 Better’s 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 Company’s or Better’s operations as a whole. Nonetheless, Better has included such disclosure in Better’s Legal Proceedings on pages 314 and 315.

We hope that the foregoing has been responsive to the Staff’s 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

 -2-

United States securities and exchange commission logo
November 8, 2021
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed October 29, 2021
File No. 333-258423
Dear Mr. Massenet:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 18, 2021 letter.
Amended Form S-4 filed October 29, 2021
Questions and Answers for Shareholders of Aurora, page 10
1.Provide a separate Question and Answer addressing the fact that Better's
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."

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 November 8, 2021 Page 2
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
November 8, 2021
Page 2
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 Better's Legal Proceedings
on page 315, including a description of the factual basis alleged to underlie the
proceedings and the relief sought.
            You may contact Rolf Sundwall at 202-551-3105 or Michelle Miller at 202-551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with any other
questions.

Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Draft of October 26, 2021

CONFIDENTIAL

 October 28, 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. 1 to the Registration Statement on Form S-4

Filed September 30, 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 October 18, 2021 (the “Comment Letter”), pertaining to the Company’s
above-referenced Amendment No. 1 to the Registration Statement on Form S-4 filed on September 30, 2021. In connection with such responses, the Company is concurrently filing an Amendment No. 2
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.

 Registration Statement on Form S-4 filed September 30, 2021

Questions and Answers for the Shareholders of Aurora, page 10

1.
 We note your response to our prior comment 2. Please revise the Summary section or the Q&A to discuss
why the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company. In your discussion explain that the Sponsor
paid approximately $0.004 per share for 5,750,000 Aurora Class B ordinary shares.

 -1-

 Response to Comment 1:

The Company respectfully advises the Staff that it has revised pages 13, 14 and 148 of the Amended Registration Statement in response to the
Staff’s comment 1 to further clarify that the Sponsor and its affiliates would earn a significant positive rate of return on their investment, even if the shares of Better Home & Finance Class A common stock trade substantially
below $10.00 per share following the Business Combination, because the Sponsor paid approximately $0.004 per share for the Aurora Class B ordinary shares it holds, which will become shares of Better Home & Finance Class A common
stock in connection with the closing of the Business Combination.

 Questions and Answers for the Shareholders of Aurora, page 10

2.
 We note your response to our prior comment 8. Please revise the Q&A “How will dilution affect the
shareholders who elect not to redeem their shares in connection with the Business Combination?” on page 25 to ensure you are discussing all potential sources of dilution that shareholders who elect not to redeem their shares may experience in
connection with the Business Combination. In that regard we note your disclosure on page 273 discussing the dilutive effects of the anti-dilution provisions in the Aurora Class B ordinary shares if the provisions resulted in the
issuance of Aurora Class A ordinary shares on a greater than one-to-one basis upon conversion of the Aurora Class B ordinary
shares.

 Response to Comment 2:

The Company respectfully advises the Staff that it has revised pages 25 and 26 of the Amended Registration Statement in response to the
Staff’s comment 2 to include a statement that the anti-dilution provisions in the Aurora Class B ordinary shares will not result in additional dilution in connection with the Business Combination.

Risk Factors, If we do not obtain and maintain the appropriate state licenses, page 119

3.
 Please disclose the “certain compliance concerns” from the notice of charges from the Washington
Department of Financial Institutions that you received on September 2, 2021.

 Response to Comment 3:

The Company respectfully advises the Staff that it has revised page 124 of the Amended Registration Statement in response to the Staff’s
comment 3. Better either has remediated, or is in the process of remediating, each of the alleged claims. Better anticipates a consensual resolution of the notice of charges.

Unaudited Projected Financial Information, page 192

4.
 We note your response to our prior comment 19. In order to assist investors in evaluating the projections
disclosed, including your enhanced disclosure that you expect to report a net loss and an Adjusted Net Loss for the quarter ending September 30, 2021 and the year ending December 31, 2021, considering a net loss
of $3.7 million, adjusted net

 -2-

income of $83.9 million and Adjusted EBITDA of $103.9 million for the six months ending June 30, 2021, please disclose actual and projected (unadjusted ) net income (loss) and
EBIDTA for the periods presented and reconcile to Adjusted Net Income and Adjusted EBITDA as disclosed. Refer to Regulation S-K, Item 10(b)(2) and (3)(ii-iv).

 Response to Comment 4:

The Company respectfully advises the Staff that it has revised pages 201, 202, 203 and 204 of the Amended Registration Statement in response to
the Staff’s comment 4, including tabular disclosure of actual and projected (unadjusted) net income (loss) and actual and projected Adjusted Net Income (Loss) and Adjusted EBITDA for the periods presented, including a reconciliation of
projected Adjusted Net Income (Loss) and Adjusted EBITDA to their most directly comparable GAAP measure.

 Unaudited Pro Forma Condensed Combined
Financial Information Description of the Business Combination and Related Transactions, page 248

5.
 Please reconcile and clearly disclose the share activity to explain the difference between the
686.5 million shares to be outstanding at closing disclosed in your pro forma calculations on page 250 with the 778.4 million shares to be outstanding post-business combination disclosed on page 15.

 Response to Comment 5:

The Company respectfully advises the Staff that the difference in the shares to be outstanding at closing under the heading “Unaudited Pro
Forma Condensed Combined Financial Information” and the shares to be outstanding elsewhere in the Amended Registration Statement is primarily based on exclusion of Better Home & Finance common stock underlying Better Options, Better
Warrants, Better RSUs and Better Restricted Stock that are excluded from the pro forma share counts presented under the heading “Unaudited Pro Forma Condensed Combined Financial Information,” but are taken into account as part of the
diluted EPS calculations described therein. In addition, the pro forma share count under the heading “Unaudited Pro Forma Condensed Combined Financial Information” is based on outstanding shares of Better Capital Stock, Better Awards and
Better Warrants as of June 30, 2021; the pro forma share count elsewhere in the Amended Registration Statement is based on such data as of October 18, 2021. The Company respectfully advises the Staff that it has revised page 260 and
throughout the Amended Registration Statement to reconcile and more clearly explain this difference in response to the Staff’s comment 5.

 Key
Business Metrics, page 315

6.
 We acknowledge your response to our prior comment 23, and your risk factor disclosures concerning geographic
concentrations on page 102. It appears that the majority of your aggregate home loan production occurs in states other than California, Texas and Florida. It also seems possible that the economic environment in these three states may not be
comparable. Please revise your disclosure of Key Business Metrics on page 315 to include the geographic location of your funded loan volume.

 -3-

 Response to Comment 6:

The Company respectfully advises the Staff that it has revised pages 105, 106 and 327 of the Amended Registration Statement in response to the
Staff’s comment 6 to include narrative and tabular disclosure showing the percentage of Better’s Funded Loan Volume attributable to each of California, Texas, Florida and Washington. California is the only state responsible for more than
10% of Better’s Funded Loan Volume in the periods presented, while Texas, Florida and Washington have been included for informational purposes. No other state represented more than 6% of Better’s Funded Loan Volume for the periods
presented.

 Results of Operations, page 321

7.
 We note your response to our prior comment 25. However, we are unable to locate disaggregated disclosure of
general and administrative expenses. Considering the 101% period-over-period increase in general and administrative expenses for the six months ending June 30, 2021 compared to the six months ending June 30,
2020 and in order to provide investors with an understanding of the more fixed personnel-related compensation expense, excluding stock-based compensation as well as the variable components of your general and administrative expenses, please
disaggregate your general and administrative expenses for the periods presented.

 Response to Comment 7:

In response to the Staff’s comment 7, the Company has provided additional disclosure on pages 336, 338 and 339 of the Amended Registration
Statement presenting a disaggregation of Better’s general and administrative expenses for the periods presented.

 Results of Operations, page
321

8.
 Please disclose if any loans held for sale are greater than 90 days past due and or nonperforming for the
periods presented.

 Response to Comment 8:

The Company respectfully advises the Staff that it has revised pages 322 and 327 of the Amended Registration Statement in response to the
Staff’s comment 8. As disclosed therein, the Company respectfully advises the Staff that Better’s average days loans held for sale in the six months ended June 30, 2021 and 2020 were approximately 22 and 14 days, respectively, and the
average days loans held for sale in the and the average days loans held for sale in the years ended December 31, 2020 and 2019, were approximately 18 days and 19 days, respectively. This is defined as the average days between funding and
sale for loans funded during each period. At each such reporting date, we have disclosed that Better held an immaterial amount of loans either 90 days past due or non-performing, as Better generally aims to
sell loans shortly after production.

 -4-

 Contractual Obligations, page 334

9.
 Please enhance your disclosure to reflect that your contractual obligations under your 2020 Credit Facility
increased to $151.4 million at June 30, 2021, the total of such facility as well as the increase in related interest payments. Refer to Instruction 7 to paragraph (b) of Item 303 of Regulation
S-K.

 Response to Comment 9:

The Company respectfully advises the Staff that it has provided tabular disclosure summarizing Better’s contractual obligations, including
interest, at June 30, 2021 on page 346 of the Amended Registration Statement in response to the Staff’s comment 9.

 Better HoldCo, Inc. and
Subsidiaries Consolidated Financial Statements Note 3. Mortgage Loans and Held for Sale and Warehouse Lines of Credit, page F-48.

10.
 Please disclose the number of days on average that you hold loans held for sale and if any loans are greater
than 90 days past due and or non-performing for the six months ending June 30, 2021 and the years ending December 31, 2020 and 2019. Refer to ASC 825-10-50-25-(c).

Response to Comment 10:

 The Company
respectfully advises the Staff that it has revised pages F-49 and F-87 of the Amended Registration Statement in response to the Staff’s comment 10. As disclosed therein, the Company respectfully advises the Staff that Better’s average days
loans held for sale for the six months ended June 30, 2021 and 2020 were approximately 22 days and 14 days, respectively, and Better’s average days loans held for sale for the years ended December 31, 2020 and 2019 were approximately
18 days and 19 days, respectively. This is defined as the average days between funding and sale for loans funded during each period. As of June 30, 2021, December 31, 2020 and December 31, 2019, the Company had an immaterial amount of
loans either 90 days past due or non-performing, as the Company generally aims to sell loans shortly after production. For these reasons, the Company respectfully advises the Staff that it believes that
information on loans held for sale past due greater than 90 days and non-performing loans required by ASC
825-10-50-25(c) is not material to the consolidated financial statements as a whole. Nonetheless, Better has included such
disclosure to the notes to the consolidated financial statements for each period.

 We hope that the foregoing has been responsive to the
Staff’s 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

 -5-

United States securities and exchange commission logo
October 18, 2021
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed September 30, 2021
File No. 333-258423
Dear Mr. Massenet:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 30, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed September 30, 2021
Questions and Answers for the Shareholders of Aurora, page 10
1.We note your response to our prior comment 2.  Please revise the Summary section or the
Q&A to discuss why the Sponsor and its affiliates can earn a positive rate of return on
their investment, even if other SPAC shareholders experience a negative rate of return in
the post-business combination company.  In your discussion explain that the Sponsor
paid approximately $0.004 per share for 5,750,000 Aurora Class B ordinary shares.
2.We note your response to our prior comment 8.  Please revise the Q&A "How will
dilution affect the shareholders who elect not to redeem their shares in connection with the

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 October 18, 2021 Page 2
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
October 18, 2021
Page 2
Business Combination?" on page 25 to ensure you are discussing all potential sources of
dilution that shareholders who elect not to redeem their shares may experience in
connection with the Business Combination.  In that regard we note your disclosure on
page 273 discussing the dilutive effects of the anti-dilution provisions in the Aurora Class
B ordinary shares if the provisions resulted in the issuance of Aurora Class A ordinary
shares on a greater than one-to-one basis upon conversion of the Aurora Class B ordinary
shares.

Risk Factors
If we do not obtain and maintain the appropriate state licenses, page 119
3.Please disclose the "certain compliance concerns" from the notice of charges from
the Washington Department of Financial Institutions that you received on September 2,
2021.
Unaudited Projected Financial Information, page 192
4.We note your response to our prior comment 19.  In order to assist investors in evaluating
the projections disclosed, including your enhanced disclosure that you expect to report a
net loss and an Adjusted Net Loss for the quarter ending September 30, 2021 and the year
ending December 31, 2021, considering a net loss of $3.7 million, adjusted net income of
$83.9 million and Adjusted EBITDA of $103.9 million for the six months ending June 30,
2021, please disclose actual and projected (unadjusted ) net income(loss) and EBIDTA for
the periods presented and reconcile to Adjusted Net Income and Adjusted EBITDA as
disclosed.  Refer to Regulation S-K, Item 10(b)(2) and (3)(ii-iv).
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination and Related Transactions, page 248
5.Please reconcile and clearly disclose the share activity to explain the difference between
the 686.5 million shares to be outstanding at closing disclosed in your pro forma
calculations on page 250 with the 778.4 million shares to be outstanding post-business
combination disclosed on page 15.
Key Business Metrics, page 315
6.We acknowledge your response to our prior comment 23, and your risk factor disclosures
concerning geographic concentrations on page 102.  It appears that the majority of your
aggregate home loan production occurs in states other than California, Texas and Florida.
It also seems possible that the economic environment in these three states may not be
comparable.  Please revise your disclosure of Key Business Metrics on page 315 to
include the geographic location of your funded loan volume.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 October 18, 2021 Page 3
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
October 18, 2021
Page 3
Results of Operations, page 321
7.We note your response to our prior comment 25.  However, we are unable to locate
disaggregated disclosure of general and administrative expenses.  Considering the 101%
period-over-period increase in general and administrative expenses for the six months
ending June 30, 2021 compared to the six months ending June 30, 2020 and in order to
provide investors with an understanding of the more fixed personnel-related compensation
expense, excluding stock-based compensation as well as the variable components of your
general and administrative expenses, please disaggregate your general and administrative
expenses for the periods presented.
8.Please disclose if any loans held for sale are greater than 90 days past due and or non-
performing for the periods presented.
Contractual Obligations, page 334
9.Please enhance your disclosure to reflect that your contractual obligations under your
2020 Credit Facility increased to $151.4 million at June 30, 2021, the total of such facility
as well as the increase in related interest payments.   Refer to Instruction 7 to paragraph
(b) of Item 303 of Regulation S-K.
Better HoldCo, Inc. and Subsidiaries Consolidated Financial Statements
Note 3. Mortgage Loans and Held for Sale and Warehouse Lines of Credit, page F-48
10.Please disclose the number of days on average that you hold loans held for sale and if any
loans are greater than 90 days past due and or non-performing for the six months ending
June 30, 2021 and the years ending December 31, 2020 and 2019.   Refer to ASC 825-10-
50-25-(c).
            You may contact Rolf Sundwall at 202-551-3105 or Michelle Miller at 202-551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 September 30, 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.

 Registration Statement on Form S-4

 Filed August 3, 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 August 30, 2021 (the “Comment Letter”), pertaining to the Company’s above-referenced Registration Statement on Form S-4. In connection with such
responses, the Company is concurrently filing an Amendment No. 1 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.

 Registration Statement on Form S-4 filed August 3, 2021

Summary of the Proxy Statement/Prospectus, page 29

1.
 Please provide a Q&A, or furnish information in the Summary, quantifying the aggregate dollar amount and
describing the nature of what the Sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the Sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for Aurora’s and Better’s officers and directors, if
material.

 -1-

 Response to Comment 1:

The Company advises the Staff that it has included a statement regarding the aggregate dollar amount and describing the nature of what the
Sponsor, its officers and its directors have at risk subject to the completion of the proposed business combination on page 13 of the Amended Registration Statement. The Company hereby informs the Staff that, as of the date of this response to the
Comment Letter, with the exception of the loan represented by the amended and restated promissory note described on pages 181, 279 and 362 of the Amended Registration Statement, no loans have been extended by the Sponsor and its affiliates, no fees
are due to the Sponsor and its affiliates in the event that the Business Combination is consummated, and that there are no out-of-pocket expenses for which the Sponsor
and its affiliates are awaiting reimbursement. Additionally the Company’s officers and directors have no such reimbursement and Better’s officers and directors have no such reimbursement.

Summary of the Proxy Statement/Prospectus, page 29

2.
 Please clarify in the Q&A or the Summary that the Sponsor and its affiliates can earn a positive rate of
return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response to Comment 2:

 The Company
advises the Staff that it has revised pages 141, 142 and elsewhere in the Amended Registration Statement to clarify that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders
experience a negative rate of return in the post-business combination company.

 Summary of the Proxy Statement/Prospectus, page 29

3.
 Please revise the Summary to add diagrams depicting the
pre-combination organizational structure of both Aurora and Better, and the post-combination organizational structure of the combined company. Also, please ensure that these diagrams, as applicable, clearly
identify ownership percentages of the different security holder groups, such as the sponsor, the public shareholders of Aurora, existing shareholders of Better, the PIPE Investors and the Sponsor Related PIPE Investors under both no and
maximum redemption scenarios.

 Response to Comment 3:

The Company advises the Staff that it has revised pages 33, 35 and 36 of the Amended Registration Statement in response to the Staff’s
comment 3.

 Summary of the Proxy Statement/Prospectus, page 29

4.
 Also in the Summary, please include a discussion clearly explaining the steps to the transactions, beginning
with the Domestication and including each of the mergers and the other transactions necessary to consummate the Merger Agreement.

 -2-

 Response to Comment 4:

The Company advises the Staff that it has provided a summary explaining the steps to the transactions, beginning with the Domestication and
including each of the mergers necessary to consummate the Merger on page 36 of the Amended Registration Statement in response to the Staff’s comment 4.

Summary of the Proxy Statement/Prospectus, page 29

5.
 Please revise your disclosure regarding growth where it first appears on page 30 and throughout the proxy
statement/prospectus to ensure that your descriptions of the company’s growth are balanced. For example, we note that the company’s disclosure reflects significant growth following the COVID-19
outbreak and related economic impacts, which may represent an anomaly for the home mortgage market, and could be an anomaly for the company in light of its operating history and net losses. Please revise to provide a more detailed and prominent
discussion of the risks that recent growth may not be indicative of future experience.

 Response to Comment 5:

The Company advises the Staff that it has revised the disclosure in various sections of the Amended Registration Statement, including pages 34,
72, 73, 285, 286 and elsewhere therein, in response to the Staff’s comment 5.

 Summary of the Proxy Statement/Prospectus, page 29

6.
 Please revise the table on page 40 to separately disclose the percentages held by the Sponsor and the
Sponsor Related PIPE Investors.

 Response to Comment 6:

The Company advises the Staff that it has revised page 15 and 47 of the Amended Registration Statement in response to the Staff’s comment
6 on the basis that there are no Sponsor Related PIPE Investors as of the date of this response to the Comment Letter and Amended Registration Statement. The Company has further revised the Amended Registration Statement to delete all references to
the Sponsor Related PIPE Investors.

 Summary of the Proxy Statement/Prospectus, page 29

7.
 Please provide a Q&A or include a discussion in the Summary explaining the basis for the board
determining it was not necessary to obtain a fairness opinion for the business combination.

 Response to Comment 7:

The Company advises the Staff that it has revised pages 12, 13, 188 and 191 of the Amended Registration Statement in response to the
Staff’s comment 7.

 Redemption Rights, page 41

 -3-

8.
 Revise your disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

Response to Comment 8:

 In response to
the Staff’s comment 8, the Company has provided additional disclosure on pages 15 and 47 of the Amended Registration Statement noting that, as described elsewhere in the Amended Registration Statement, as a result of the Sponsor purchasing the
total number of shares that Aurora public shareholders redeem pursuant to the Redemption Subscription Agreement, the consideration and per share value of the shares owned by non-redeeming shareholders of the
Company under a maximum redemption scenario is the same as in a no redemption scenario—the difference is the ownership of the Sponsor and Aurora unaffiliated public shareholders in Better Home & Finance.

Redemption Rights, page 41

9.
 Please disclose all possible sources and extent of dilution that shareholders who elect not to redeem their
shares may experience in connection with the Business Combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by the founders, convertible securities, including warrants retained by
redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any necessary assumptions.

Response to Comment 9:

 In response to
the Staff’s comment, the Company has included disclosure on pages 23-26 of the Amended Registration Statement to disclose the sources and extent of dilution that shareholders who elect not to redeem their
shares may experience in connection with the business combination by quantifying the impact of each significant source of dilution, including the amount of equity held by Aurora’s founders, convertible securities, and warrants retained by
redeeming shareholders.

 Selected Historical Financial Information of Better, page 54

10.
 You state that the historical consolidated balance sheet as of December 31, 2020 and 2019
are derived from Better’s audited consolidated financial statements included elsewhere in the proxy statement prospectus. However no balance sheet information is presented.

Please include and or revise your disclosure accordingly.

 -4-

 Response to Comment 10:

The Company acknowledges the Staff’s comment 10 and respectfully advises the Staff that page 63 of the Amended Registration Statement have
been revised in response to the Staff’s comment.

 Risk Factors, page 62

11.
 Please revise the Risk Factor on page 62 to quantify the portion of your business attributable to
refinancing loans, and explain to what extent you have been able to alter the company’s business model towards less interest rate sensitive lines of business.

Response to Comment 11:

 The Company
acknowledges the Staff’s comment 11 and respectfully advises the Staff that pages 70, 71 and 315 of the Amended Registration Statement have been revised in response to the Staff’s comment.

Risk Factors, page 62

12.
 Please expand your discussion of Better’s integrated relationship with Ally Bank to more fully explain
in greater detail the material terms and conditions of the relationship, and the reasons that disruption to the relationship could be expected to have a material adverse impact on your business. If applicable, quantify any fees and how they are
calculated. Here or in the section describing Better’s business, quantify the portion of your business that is dependent on the integrated relationship with Ally Bank, and file any written agreements between Ally Bank and Better as material
contracts, or advise. If there are no written agreements governing the relationship, please disclose that in the risk factor on page 64. Also, please expand the disclosure in the Risk Factor on page 70 to explain what percentage of your business is
currently done via the private label mechanism with Ally Bank, and whether you currently intend, as you discuss on page 293, to make this a more significant revenue model in the future.

Response to Comment 12:

 The Company
acknowledges the Staff’s comment and respectfully advises the Staff that the Company believes additional disclosure regarding Ally is neither necessary nor material to an investor’s understanding of Better’s business or risks related
to the Better’s business. For the six months ended June 30, 2021 and the year ended December 31, 2020, revenue attributable to Ally represented less than 10% of the revenue of Better. As disclosed in “Risk Factors—Risks
Related to Better’s Business—Risks Related to Our Operating History, Business Model, Growth and Financial Condition—We may be subject to liability in connection with loans we deliver to Ally Bank or other third parties, which could
materially and adversely affect our business, financial condition, results of operations, and prospects.” and “Better’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our
Business Model—Home Finance Mortgage Platform Revenue Model”, Better aims to engage new customers and expects to enter into similar arrangements with additional customers. As a result, Better believes that the proportion of its
business represented by Ally will become less significant in the future and, accordingly, that the percentage of revenue attributable to Ally will continue to decline as additional customers are

 -5-

engaged. The Company has updated the disclosure on page 79 of the Amended Registration Statement, including to indicate that Ally accounted for less than 10% of revenue of Better for the six
month period ended June 30, 2021 and the year ended December 31, 2020.

 Although Ally was Better’s only integrated
relationship as of June 30, 2021, Better had 11 other B2B advertising relationships in the customer acquisition channel as of such date. Accordingly, the Company respectfully advises the Staff that Better’s B2B relationships are currently
more expansive than Ally in this respect and Better continues to pursue further opportunities.

 The Company also respectfully advises the
Staff that any written agreements between Ally and Better are those that ordinarily accompany the kind of business conducted by Better and that Better Home & Finance will not be “substantially dependent” on any of such agreements.
Accordingly, the Company believes that such agreements do not constitute material contracts under Item 601(b)(10) of Regulation S-K, and, as such, are not required to be filed. In support of this position, the
Company notes that Item 601(b)(10)(ii) of Regulation S-K provides, in relevant part, that contracts do not need to be filed if they are entered into in the ordinary course of the registrant’s business and
do not fall within any of the exceptions cited. For the foregoing reasons, the Company believes that any written agreements between Ally and Better are not required to be filed as material agreements under Item 601(b)(10) of Regulation S-K.

 Risk Factors, page 62

13.
 Expand the Risk Factor at the top of page 72 to summarize what tasks the company’s 6,500 employees are
hired to perform. We note in this regard that the company describes itself as “digital first.” Please provide further information about what types of employees the company is seeking to hire, and where they are located.

 Response to Comment 13:

The Company advises the Staff that pages 34, 72, 305 and 306 of the Amended Registration Statement have been revised in response to the
Staff’s comment 13.

 Risk Factors, page 62

14.
 We note your disclosure on page 131 that your prospectus includes industry and market data obtained from
sources outside the company. To the extent that you have relied on any reports or studies that you commissioned from third party sources to support your disclosure, please provide the consents of these third parties with your next amendment or tell
us why you believe that you are not required to do so.

 Response to Comment 14:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has not relied on any reports or studies
that the Company commissioned from third party sources to support the Company’s disclosure. The industry and market data used by the Company is publicly available, with the exception of information from Mortgage Bankers Association
(“MBA”) performance reports and weekly applications surveys, for which consent has been received but is not provided because none of which were commissioned by, or prepared specifically for, the Company or Better.

 -6-

 Risk Factors, page 62

15.
 Please disclose the material risks to the unaffiliated investors presented by taking the company public
through a merger rather than an underwritten offering. The risks may include the lack of a fairness opinion or other third party valuation, and the absence of the due diligence an underwriter would provide or the liability for material misstatements
or omissions to which an

United States securities and exchange commission logo
August 30, 2021
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Registration Statement on Form S-4
Filed August 3, 2021
File No. 333-258423
Dear Mr. Massenet:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 3, 2021
Summary of the Proxy Statement/Prospectus, page 29
1.Please provide a Q&A, or furnish information in the Summary, quantifying the aggregate
dollar amount and describing the nature of what the Sponsor and its affiliates have at risk
that depends on completion of a business combination.  Include the current value of
securities held, loans extended, fees due, and out-of-pocket expenses for which the
Sponsor and its affiliates are awaiting reimbursement.  Provide similar disclosure for
Aurora's and Better's officers and directors, if material.
2.Please clarify in the Q&A or the Summary that the Sponsor and its affiliates can earn a
positive rate of return on their investment, even if other SPAC shareholders experience a
negative rate of return in the post-business combination company.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 30, 2021 Page 2
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
August 30, 2021
Page 2
3.Please revise the Summary to add diagrams depicting the pre-combination organizational
structure of both Aurora and Better, and the post-combinational organizational structure of
the combined company.  Also, please ensure that these diagrams, as applicable, clearly
identify ownership percentages of the different security holder groups, such as the
sponsor, the public shareholders of Aurora, existing shareholders of Better, the PIPE
Investors and the Sponsor Related PIPE Investors under both no and maximum
redemption scenarios.
4.Also in the Summary, please include a discussion clearly explaining the steps to the
transactions, beginning with the Domestication and including each of the mergers and the
other transactions necessary to consummate the Merger Agreement.
5.Please revise your disclosure regarding growth where it first appears on page 30 and
throughout the proxy statement/prospectus to ensure that your descriptions of the
company's growth are balanced.  For example, we note that the company's disclosure
reflects significant growth following the the COVID-19 outbreak and related economic
impacts, which may represent an anomaly for the home mortgage market, and could be an
anomaly for the company in light of its operating history and net losses.  Please revise to
provide a more detailed and prominent discussion of the risks that recent growth may not
be indicative of future experience.
6.Please revise the table on page 40 to separately disclose the percentages held by the
Sponsor and the Sponsor Related PIPE Investors.
7.Please provide a Q&A or include a discussion in the Summary explaining the basis for the
board determining it was not necessary to obtain a fairness opinion for the business
combination.
Redemption Rights, page 41
8.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
9.Please disclose all possible sources and extent of dilution that shareholders who elect not
to redeem their shares may experience in connection with the Business Combination.
Provide disclosure of the impact of each significant source of dilution, including the
amount of equity held by the founders, convertible securities, including warrants retained
by redeeming shareholders, at each of the redemption levels detailed in your sensitivity
analysis, including any necessary assumptions.
Selected Historical Financial Information of Better, page 54
10.You state that the historical consolidated balance sheet as of December 31, 2020 and 2019
are derived from Better's audited consolidated financial statements included elsewhere in
the proxy statement prospectus.  However no balance sheet information is presented.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 30, 2021 Page 3
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
August 30, 2021
Page 3
Please include and or revise your disclosure accordingly.
Risk Factors, page 62
11.Please revise the Risk Factor on page 62 to quantify the portion of your business
attributable to refinancing loans, and explain to what extent you have been able to alter the
company's business model towards less interest rate sensitive lines of business.
12.Please expand your discussion of Better's integrated relationship with Ally Bank to more
fully explain in greater detail the material terms and conditions of the relationship, and the
reasons that disruption to the relationship could be expected to have a material adverse
impact on your business.  If applicable, quantify any fees and how they are calculated.
Here or in the section describing Better's business, quantify the portion of your business
that is dependent on the integrated relationship with Ally Bank, and file any written
agreements between Ally Bank and Better as material contracts, or advise. If there are no
written agreements governing the relationship, please disclose that in the risk factor on
page 64. Also, please expand the disclosure in the Risk Factor on page 70 to explain what
percentage of your business is currently done via the private label mechanism with Ally
Bank, and whether you currently intend, as you discuss on page 293, to make this a more
significant revenue model in the future.
13.Expand the Risk Factor at the top of page 72 to summarize what tasks the company's
6,500 employees are hired to perform.  We note in this regard that the company describes
itself as "digital first."  Please provide further information about what types of employees
the company is seeking to hire, and where they are located.
14.We note your disclosure on page 131 that your prospectus includes industry and market
data obtained from sources outside the company. To the extent that you have relied on any
reports or studies that you commissioned from third party sources to support your
disclosure, please provide the consents of these third parties with your next amendment or
tell us why you believe that you are not required to do so.
15.Please disclose the material risks to the unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering.  The risks may
include the lack of a fairness opinion or other third party valuation, and the absence of the
due diligence an underwriter would provide or the liability for material misstatements or
omissions to which an underwriter would be subject.
BCA Proposal, page 145
16.Please provide an illustrative example of the aggregate merger consideration, including
each material component, including the exchange ratio. Provide similar disclosure in the
Q&A or Summary.
17.Please refer to the statement regarding the Founder Side Letter on page 167 that the Better
Founder and CEO will donate any cash consideration he receives for his Better shares
pursuant to Article III of the Merger Agreement to one or more charitable or political

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 30, 2021 Page 4
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
August 30, 2021
Page 4
organizations of his choice.  Revise to state the anticipated amount of such cash
consideration he is expected to receive and explain the specific reasons for the receipt of
such cash consideration.
Aurora's Board of Directors' Reasons for the Business Combination , page 174
18.Please balance the disclosure in this section by stating whether the board considered any
negative factors in its analysis of the merger related to the business of Better as opposed to
the transactional risks highlighted in the disclosure.  If the board did not consider any
negative factors related to the business of Better, state that in the disclosure.
Unaudited Projected Financial Information, page 178
19.Please tell us, and revise your next amendment as applicable, to disclose the following
related to your projected financial information:
•The material assumptions used in preparing your projected financial information and
your estimated growth in market share; and
•The process undertaken to formulate the projections, the parties who participated in
the preparation of the projections, when the projections were completed, and how
they were used.
20.We note the language stating that the financial projections "should not be relied upon as
being indicative of future results, and readers of this proxy statement/prospectus,
including investors or holders, are cautioned not to place undue reliance on this
information.  You are cautioned not to rely on the projections in making a decision
regarding the Business Combination, as the projections may be materially different than
actual results."  These statements unduly limit a shareholder's reliance on the disclosure in
the filing.  Please delete or revise as appropriate.
Aurora's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 258
21.In the first bullet point on page 258 please include a cross-reference to a discussion of
the anti-dilution provisions in the Aurora Class B ordinary shares.
Better's Management's Discussion and Analysis of Financial Condition and Results of
Operations , page 291
22.Please expand your discussion of the Home Finance Mortgage Platform Revenue Model
to explain how the integrated relationship model works.  Include a presentation of the
steps in the sale of the loans and explain how loan servicing works in the B2B channel.
Key Business Metrics, page 291
23.Please disclose the following to provide transparency and inform investors of the drivers
of your operations and growth for the periods presented and discuss year-over-year
changes:

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 30, 2021 Page 5
 FirstName LastNameArnaud Massenet
Aurora Acquisition Corp.
August 30, 2021
Page 5

•Funded loan volume by type, i.e. direct to consumer, business to business,
conforming, FHA/VA, jumbo;
•Geographic location of funded loan volume;
•Average loan amount;
•Credit scores of funded loan volume;
•Weighted average loan rate; and
•Gain on sale margin.

Refer to Item 303(a)(3) of Regulation S-K and Section III.D of SEC Release No. 33-6835.
Results of Operations, page 302
24.Please disaggregate mortgage platform revenue, net consistent with your components of
revenue discussion on page 298 and enhance your discussion of year-over-year changes as
necessary.  Refer to Item 303(a)(3) of Regulation S-K and Section III.D of SEC Release
No. 33-6835.
25.Please disaggregate general and administrative expense consistent with your components
of operating expenses discussion on page 300 and enhance your discussion of year-over-
year changes as necessary.  Refer to Item 303(a)(3)of Regulation S-K and Section III.D of
SEC Release No. 33-6835.
Non-GAAP Financial Measures, page 306
26.Please revise your disclosure to explain how Adjusted Net Income is useful to investors
regarding your financial condition and or results of operation, considering your Adjusted
EBITDA measure and Income (loss) from operations as presented on your consolidated
statement of operations.  Refer to Item 10(e)(1)(i) of Regulation S-K.
Critical Accounting Policies and Estimates
Loan Repurchase Reserve, page 316
27.Please enhance your disclosure to discuss the assumptions used in determining your loan
repurchase reserve estimate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Rolf Sundwall at 202-551-3105 or Michelle Miller at 202-551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 August 30, 2021 Page 6
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
August 30, 2021
Page 6
contact Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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March 1, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tom Jones

Re: Aurora Acquisition Corp.

Registration Statement on Form S-1

Filed February 24, 2021 as amended

File No. 333-253106

Dear Mr. Jones:

Reference is made to our letter, filed as correspondence via
EDGAR on February 26, 2020, in which we, the representative of the several underwriters (the “Representative”),
joined in the request of Aurora Acquisition Corp (the “Company”) to accelerate the effective date of the above-referenced
registration statement for March 2, 2021, at 4:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities
Act of 1933, as amended. The Company is no longer requesting that such registration statement be declared effective at this time
and we, as Representative, hereby join in the request of the Company to withdraw the request for acceleration of the effective
date.

* * *

[Signature Page Follows]

    Very
    truly yours,

    BARCLAYS
    CAPITAL INC.

    as
    Representative of the Several Underwriters

    By:
     /s/ Jaime Cohen

    Name: Jaime Cohen

    Title: Managing Director

[Signature
Page to Underwriters’ Withdrawal Request]

CORRESP
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AURORA ACQUISITION CORP

20 North Audley Street

London W1K 6LX

United Kingdom

March 1, 2021

    VIA EDGAR

        U.S. Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

        Attention: Mr. Tom Jones and Ms. Erin Purnell

 Re: Aurora Acquisition Corp.

Registration
Statement on Form S-1

Filed February
26, 2021

CIK No. 0001835856

Ladies and Gentlemen:

In accordance with
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration
of the effective date of the Registration Statement on Form S-1 (File No. 333-253106) of Aurora Acquisition
Corp. (the “Registrant”) We respectfully request that the Registration Statement become effective as of 4:00
p.m., Washington, D.C. time, on March 3, 2021, or as soon as practicable thereafter. Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP, by calling Steven Canner at (212)
626-4884.

Sincerely,

    /s/ Arnaud Massenet

Arnaud Massenet

Chief Executive Officer

cc: Steven Canner, Baker & McKenzie
LLP

CORRESP
1
filename1.htm

March 1, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tom Jones

Re: Aurora Acquisition Corp.

  Registration Statement on Form S-1

  Filed February 24, 2021 as amended

  File No. 333-253106

Dear Mr. Jones:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters,
hereby joins in the request of Aurora Acquisition Corp. that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on March 3, 2021 or as soon
thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advises that, as of the date hereof, it has distributed approximately 300 copies of the Preliminary
Prospectus dated March 2, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    BARCLAYS CAPITAL INC.

    as Representative of the Several Underwriters

    By:
    /s/
    Jaime Cohen

    Name:
    Jaime Cohen

    Title:
    Managing Director

[Signature
Page to Underwriters’ Acceleration Request Letter]

CORRESP
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AURORA ACQUISITION CORP.

20 North Audley St.

London W1K 6LX

 United
Kingdom

March 1, 2021

VIA EDGAR

U.S. Securities and Exchange Commission Division
of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Tom Jones and Ms. Erin Purnell

    Re:
    Aurora
    Acquisition Corp.

    Registration Statement on Form S-1 Filed

 February 26, 2021

    CIK No. 0001835856

Ladies and Gentlemen:

We
hereby withdrawal our acceleration request filed on Friday, February 26, 2021, in accordance with Rule 461 of Regulation C of the
General Rules and Regulations under the Securities Act of 1933, as amended, wherein we requested acceleration of the effective
date of the effective date of the Registration Statement on Form S-1 (File No. 333-253106) of Aurora Acquisition Corp. (the “Registrant”)
to March 2, 2021.

We
intend to submit another acceleration request separately today. Thank you.

Sincerely,

    /s/
    Arnaud Massenet

    Arnaud Massenet

    Chief Executive Officer

cc: Steven Canner, Baker & McKenzie LLP

CORRESP
1
filename1.htm

AURORA ACQUISITION CORP

20 North Audley Street

London W1K 6LX

United Kingdom

February 26, 2021

    VIA EDGAR

        U.S. Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

        Attention: Mr. Tom Jones and Ms. Erin Purnell

 Re: Aurora Acquisition Corp.

Registration
Statement on Form S-1

Filed February
24, 2021

CIK No. 0001835856

Ladies and Gentlemen:

In accordance with
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration
of the effective date of the Registration Statement on Form S-1 (File No. 333-253106) of Aurora Acquisition
Corp. (the “Registrant”) We respectfully request that the Registration Statement become effective as of 4:00
p.m., Washington, D.C. time, on March 2, 2021, or as soon as practicable thereafter. Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP, by calling Steven Canner at (212)
626-4884.

Sincerely,

    /s/ Arnaud Massenet

Arnaud Massenet

Chief Executive Officer

cc: Steven Canner, Baker & McKenzie
LLP

CORRESP
1
filename1.htm

February 26, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tom Jones

Re: Aurora
                                         Acquisition Corp.

  Registration
                                        Statement on Form S-1

  Filed
                                        February 24, 2021 as amended

  File
                                        No. 333-253106

Dear Mr. Jones:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby
joins in the request of Aurora Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Washington D.C. time on March 2, 2021 or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advises that, as of the date hereof, it has distributed approximately 300 copies of the Preliminary Prospectus
dated March 1, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very
    truly yours,

    BARCLAYS
    CAPITAL INC.

    as
    Representative of the Several Underwriters

    By:
    /s/
    Jaime Cohen

    Name:
    Jaime Cohen

    Title:
    Managing Director

[Signature Page
to Underwriters’ Acceleration Request Letter]

CORRESP
1
filename1.htm

        Baker & McKenzie LLP

        452 Fifth Avenue

        New York, New York 10018, USA

        Tel: +1 212 626 4100

        Fax: +1 212 310 1600

        www.bakermckenzie.com

        Steven G. Canner

        Tel: +1 212 626 4884

        Steven.Canner@bakermckenzie.com

February 24, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Tom Jones and Ms. Erin Purnell

Re: Aurora Acquisition Corp.

  Registration
Statement on Form S-1

  Initially Filed February
12, 2021; Amendment No. 1 Filed February 24, 2021

  CIK No. 0001835856

Ladies and Gentlemen:

This letter is
submitted on behalf of our client, Aurora Acquisition Corp. (the “Registrant”), in response to comments of
the staff of the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s
Registration Statement on Form S-1 filed on February 12, 2021 (the “Registration Statement”), as set forth
in the Staff’s letter dated February 23, 2021 to Arnaud Massenet, Chief Executive Officer of the Registrant (the
 “Comment Letter”).

For reference
purposes, the text of the Comment Letter has been reproduced and italicized herein with responses below each numbered
comment. In addition, we attach a copy of Amendment No. 1 to the Registration Statement, revised and marked to reflect our
responses to the Staff’s comments set forth in the Comment Letter (the “Updated Registration
Statement”).

Registration Statement on Form S-1 filed
February 12, 2021

Signatures, page S-1

 1. We note your response to prior comment 6. Please revise the signature page to include the name
of the registrant below the first paragraph of text. Also, revise the signature page to include the signature of your authorized
representative in the United States.

Response to Comment No.
1.	The Registrant has revised the Updated Registration Statement in response to the Staff’s comment. Please see
pages S-1 and S-2 of the Updated Registration Statement.

* * * * *

We hope that the
foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please
feel free to contact me.

Sincerely,

    /s/ Steven Canner

Steven Canner

cc: Arnaud Massenet, Chief Executive Officer,
Aurora Acquisition Corp.

United States securities and exchange commission logo
February 23, 2021
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Registration Statement on Form S-1
Filed February 12, 2021
File No. 333-253106
Dear Mr. Massenet:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 12, 2021
Signatures, page S-1
1.We note your response to prior comment 6. Please revise the signature page to include the
name of the registrant below the first paragraph of text.  Also, revise the signature page to
include the signature of your authorized representative in the United States.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 February 23, 2021 Page 2
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
February 23, 2021
Page 2
            You may contact SiSi Cheng, Staff Accountant, at 202-551-5004 or John Cash,
Accounting Branch Chief, at 202-551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Erin Purnell, Senior Attorney, at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven G. Canner

CORRESP
1
filename1.htm

Baker & McKenzie LLP

452 Fifth Avenue

New York, New York 10018, USA

Tel: +1 212 626 4100

Fax: +1 212 310 1600

www.bakermckenzie.com

Steven G. Canner

Tel: +1 212 626 4884

Steven.Canner@bakermckenzie.com

February 12, 2021

    VIA EDGAR

        U.S. Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

        Attention: Mr. Tom Jones and Ms. Erin Purnell

Re: Aurora Acquisition Corp.

  Draft Registration
Statement on Form S-1

  Submitted December 23,
2020

  CIK No. 0001835856

Ladies and Gentlemen:

This letter is submitted
on behalf of our client, Aurora Acquisition Corp. (the “Registrant”), in response to comments of the staff of
the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) with respect to the Company’s Draft Registration Statement
on Form S-1 submitted on December 23, 2020 (the “Registration Statement”), as set forth in the Staff’s
letter dated January 19, 2021 to Arnaud Massenet, Chief Executive Officer of Registrant (the “Comment Letter”).

For reference purposes,
the text of the Comment Letter has been reproduced and italicized herein with responses below each numbered comment. In addition,
we attach a copy of the Registration Statement, revised and marked to reflect our responses to the Staff's comments set forth in
the Comment Letter (the "Updated Registration Statement").

Draft Registration Statement on Form S-1

Summary Financial Data, page 31

1.        Please
revise the introductory paragraph to clarify that “as adjusted” gives effect to the sale of the units offered by this
prospectus and the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities.

Response
to Comment No. 1.     The Registrant has revised the Registration Statement in response
to the Staff’s comment. Please see page 33 of the Updated Registration Statement.

Because we are incorporated under the
laws of the Cayman Islands, page 62

2.        Please
file as an exhibit the consent of counsel mentioned in the last paragraph on page 62 and in the last paragraph on page 137.

Response
to Comment No. 2.     The Registrant will file the requested exhibit as
Exhibit 5.2 to the Updated Registration Statement (or in a subsequent pre-effective amendment thereto) in response to
the Staff’s comment.

Dilution, page 72

3.        Please
revise to also disclose the numerator and denominator for the pro forma net tangible book value per share calculation assuming
the underwriters’ over-allotment option is exercised in full.

Response
to Comment No. 3.     The Registrant has revised the Registration Statement in response
to the Staff’s comment. Please see page 76 of the Updated Registration Statement.

Principal Shareholders, page 119

4.        Please
disclose the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares
held by Novator Capital Sponsor Ltd.

Response
to Comment No. 4.     The Registrant has revised the Registration Statement in response
to the Staff’s comment. Please see pages 125-126 of the Updated Registration Statement.

Legal Matters, page 163

5.        Please
file as an exhibit an opinion of counsel regarding the validity of the securities offered in this prospectus with respect to the
ordinary shares and matters of Cayman Islands law, or please explain why you are not required to do so.

Response
to Comment No. 5.     The Registrant will file the requested legal opinions as
Exhibit 5.1 and Exhibit 5.2 to the Updated Registration Statement (or in a subsequent pre-effective amendment
thereto) in response to the Staff’s comment.

Signatures, page S-1

6.        Please
revise the signature page to include the name of the registrant, the signatures of a majority of your board of directors,
and the signature of your authorized representative in the United States.

Response to Comment
No. 6.     The Registrant has revised the Updated Registration Statement in response to the Staff’s
comment.

* * * * *

We
hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the
foregoing, please feel free to contact me.

Sincerely,

    /s/ Steven Canner

    Steven Canner

cc: Arnaud Massenet, Chief Executive Officer,
Aurora Acquisition Corp.

United States securities and exchange commission logo
January 19, 2021
Arnaud Massenet
Chief Executive Officer
Aurora Acquisition Corp.
20 North Audley Street
London W1K 6LX, United Kingdom
Re:Aurora Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted December 23, 2020
CIK No. 0001835856
Dear Mr. Massenet:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 23, 2020
Summary Financial Data, page 31
1.Please revise the introductory paragraph to clarify that “as adjusted” gives effect to the
sale of the units offered by this prospectus and the private placement warrants and the
application of the estimated net proceeds derived from the sale of such securities.
Because we are incorporated under the laws of the Cayman Islands, page 62
2.Please file as an exhibit the consent of counsel mentioned in the last paragraph on page 62
and in the last paragraph on page 137.

 FirstName LastNameArnaud Massenet
 Comapany NameAurora Acquisition Corp.
 January 19, 2021 Page 2
 FirstName LastName
Arnaud Massenet
Aurora Acquisition Corp.
January 19, 2021
Page 2
Dilution, page 72
3.Please revise to also disclose the numerator and denominator for the pro forma net
tangible book value per share calculation assuming the underwriters’ over-allotment
option is exercised in full.
Principal Shareholders, page 119
4.Please disclose the natural person or persons who exercise the sole or shared voting and/or
dispositive powers with respect to the shares held by Novator Capital Sponsor Ltd.
Legal Matters, page 163
5.Please file as an exhibit an opinion of counsel regarding the validity of the securities
offered in this prospectus with respect to the ordinary shares and matters of Cayman
Islands law, or please explain why you are not required to do so.
Signatures, page S-1
6.Please revise the signature page to include the name of the registrant, the signatures of a
majority of your board of directors, and the signature of your authorized representative in
the United States.
            You may contact SiSi Cheng, Staff Accountant, at 202-551-5004 or John Cash,
Accounting Branch Chief,  at 202-551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Erin Purnell, Senior Attorney, at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven G. Canner