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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Better Home & Finance Holding Co (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Vishal Garg 1 World Trade Center, 285 Fulton Street, 80th Floor, Suite A New York, NY, 10007 415-523-8837 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/17/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Garg Vishal | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,029,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
1/0 Real Estate, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
130,455.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
1/0 Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
130,455.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
The 718 4Ever Trust I | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
465,517.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Better Home & Finance Holding Co | |
| (c) | Address of Issuer's Principal Executive Offices:
1 World Trade Center, 285 Fulton Street, 80th Floor, Suite A, New York,
NEW YORK
, 10007. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends and supplements the Schedule 13D filed on September 7, 2021 (the "Original Schedule 13D", together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the "Schedule 13D") relating to shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Better Home & Finance Holding Company, a Delaware corporation (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following information:
On August 17, 2026, counsel to the Reporting Persons delivered signed written consents, which were believed to have constituted a majority of the Issuer's voting power to effect the removal of Daniel Lewis, Arnaud Massenet, Bhaskar Menon, Prabhu Narasimhan and Harit Talwar, as directors of the Issuer, based on the latest number of outstanding shares provided by the Issuer. Following the delivery of the consents, the Reporting Persons came to learn that the number of written consents did not constitute a majority of the Issuer's voting power, because of an administrative error based on information provided by the Issuer's in-house Securities and Regulatory Counsel. Mr. Garg, and the other stockholders that executed such written consents that were delivered to the Issuer, which included Red Mango, Christopher Parker, Nicholas Calamari, 1/0 Mortgage Investment LLC, Better Portfolio Holdings 1, Ron Beller, Ziggy Johnson and Global Investment Ventures LLC, have disbanded their respective efforts.
Also on August 17, 2026, the Reporting Persons filed a preliminary consent statement on Schedule 14A with the Securities and Exchange Commission to, among other things, commence the process of seeking stockholder consents to remove, without cause, Messrs. Talwar, Massenet, Menon, Narasimhan and Lewis, as directors of the Issuer (the "Consent Solicitation"). As such, the only consents that will be solicited by the Reporting Persons for the actions described in the preliminary consent statement will be by way of the Consent Solicitation.
On August 18, 2026, the Issuer filed a complaint in its lawsuit pending in the United States District Court for the Southern District of New York (the "Complaint") against Mr. Garg. The Complaint alleges, among other things, (i) violations of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), based on Mr. Garg's alleged formation of an undisclosed group of stockholders without timely filing a complete and accurate Schedule 13D, (ii) violations of Section 14(a) of the Act and Rule 14a-3 thereunder, based on Mr. Garg's alleged solicitation of stockholder proxies and consents without first filing a compliant proxy solicitation statement with the SEC, and (iii) violations of Section 14(a) of the Act and Rule 14a-9 thereunder, based on alleged materially false and misleading statements and omissions in Mr. Garg's solicitation materials and proxy statement. The Reporting Persons believe that the allegations contained in the Complaint are without merit and intend to defend themselves vigorously.
The Complaint seeks, among other things (i) a temporary restraining order and preliminary injunction enjoining Mr. Garg, and all persons acting in concert or participation with him, from further soliciting proxies, consents, authorizations, or other expressions of stockholder support until thirty (30) days after Mr. Garg has filed both a consent solicitation statement with the SEC in full compliance with Section 14(a), related rules, and Schedule 14A and a complete and accurate Schedule 13D with the SEC in complete compliance with Section 13(d) and related rules; (ii) a preliminary and permanent injunction requiring Mr. Garg to file a complete and accurate Schedule 13D with the SEC within five (5) days, disclosing the existence, composition, purpose, and plans of the Group, and the beneficial ownership of each member; (iii) an order requiring Mr. Garg to issue corrective disclosure correcting the materially false and misleading statements disseminated in his solicitation materials; (iv) a preliminary and permanent injunction enjoining Mr. Garg from making any further false or misleading statements to the Issuer's stockholders in connection with his campaign; and (v) an order declaring that any and all purported consents, proxies, authorizations, or other expressions of shareholder support procured by Mr. Garg through his unlawful solicitation are void and of no legal effect.
A copy of the Complaint is filed herewith as Exhibit 99.1 and incorporated herein by reference, and any descriptions herein of the Complaint are qualified in their entirety by reference to the Complaint. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented by adding the following:
Reference is made to the Complaint as defined and described in Item 4 above and attached as Exhibit 99.1 | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 - Complaint filed by the Issuer on August 18, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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