Offerpad Solutions Inc 10-K/A, filed May 25, 2021

Offerpad Solutions Inc. (OPAD)

10-K/A 2021-05-25 For: 2020-12-31

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Added on April 06, 2026

About this 10-K/A

Offerpad Solutions Inc filed this 10-K/A on May 25, 2021, covering the fiscal year ended December 31, 2020.

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Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A common stock, $0.0001 par value, and one-third of one warrant to purchase one Class A common stock	SPNV.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	SPNV	The New York Stock Exchange
Warrants to purchase Class A common stock, at an exercise price of $11.50 per share	SPNV WS	The New York Stock Exchange

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

		PAGE

PART I		5
Item 1.	Business	5
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	49
Item 2.	Properties	49
Item 3.	Legal Proceedings	49
Item 4.	Mine Safety Disclosures	49

PART II		50
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	50
Item 6.	Selected Financial Data	50
Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	51
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	58
Item 8.	Financial Statements and Supplementary Data	58
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	58
Item 9A.	Controls and Procedures.	58
Item 9B.	Other Information	59

PART III		60
Item 10.	Directors, Executive Officers and Corporate Governance	60
Item 11.	Executive Compensation	67
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	67
Item 13.	Certain Relationships and Related Transactions, and Director Independence	69
Item 14.	Principal Accountant Fees and Services.	70

PART IV		72
Item 15.	Exhibits, Financial Statements and Financial Statement Schedules	72
Item 16.	Form 10-K Summary	72

Name	Age	Position
Spencer M. Rascoff	45	Co-Chair
Alexander M. Klabin	44	Co-Chair
Robert D. Reid	47	Chief Executive Officer and Director
Michael S. Clifton	41	Chief Financial Officer
Ken Fox	50	Director
Jim Lanzone	50	Director
Gregg Renfrew	52	Director
Rajeev Singh	52	Director
Damien Hooper-Campbell	42	Former Director

Name of Beneficial Owner(1)	Number of Shares Owned	Percentage Of Outstanding Common Stock
Name of Beneficial Owner(1)	Number of Shares Owned	Percentage Of Outstanding Common Stock
Supernova Partners LLC (our sponsor)⁽²⁾⁽³⁾	9,861,250	19.7%
Spencer M. Rascoff⁽²⁾⁽³⁾	9,861,250	19.7%
Alexander M. Klabin⁽²⁾⁽³⁾	9,861,250	19.7%
Robert D. Reid⁽²⁾⁽³⁾	9,861,250	19.7%
Michael S. Clifton⁽²⁾⁽³⁾	9,861,250	19.7%
Ken Fox⁽²⁾	40,250	*
Jim Lanzone⁽²⁾	40,250	*
Gregg Renfrew⁽²⁾	40,250	*
Rajeev Singh⁽²⁾	40,250	*
Millennium Management LLC⁽⁴⁾	2,338,116	5.8%
Castle Creek Arbitrage, LLC⁽⁵⁾	2,100,350	5.22%
Empyrean Capital Partners LP⁽⁶⁾	2,767,676	6.9%
All directors, director nominees and executive officers as a group (eight individuals)	10,020,000	19.9%

Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheet as of December 31, 2020 (As Restated)		F-3
Statement of Operations for the Period from August 31, 2020 (Inception) to December 31, 2020 (As Restated)		F-4
Statement of Changes in Stockholders’ Equity for the Period from August 31, 2020 (Inception) to December 31, 2020 (As Restated)		F-5
Statement of Cash Flows for the Period from August 31, 2020 (Inception) to December 31, 2020 (As Restated)		F-6
Notes to Financial Statements (As Restated)		F-7

Assets:
Current assets:
Cash	$	1,079,633
Prepaid expenses		405,522
Total current assets		1,485,155
Investments held in Trust Account		402,578,522
Total Assets	$	404,063,677
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	38,915
Accrued expenses		215,097
Income tax payable		4,749
Franchise tax payable		61,264
Total current liabilities		320,025
Deferred legal fees		100,000
Deferred underwriting commissions		14,087,500
Derivative liabilities		49,674,170
Total Liabilities		64,181,695
Commitments and Contingencies
Class A common stock, $0.0001 par value; 33,488,198 shares subject to possible redemption at $10.00 per share		334,881,980
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 6,761,802 shares issued and outstanding (excluding 33,488,198 shares subject to possible redemption)		676
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding		1,006
Additional paid-in capital		30,379,198
Accumulated deficit		(25,380,878	)
Total stockholders' equity		5,000,002
Total Liabilities and Stockholders' Equity	$	404,063,677

General and administrative expenses	$	229,377
Franchise tax expenses		61,264
Total operating expenses		(290,641	)
Other income (expense)
Change in fair value of derivative liabilities		(24,193,170	)
Financing costs - derivative liabilities		(970,840	)
Net gain on investments held in Trust Account		78,522
Loss before income tax expense		(25,376,129	)
Income tax expense		4,749
Net loss	$	(25,380,878	)
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		35,891,064
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Weighted average shares outstanding of nonredeemable Class A and Class B common stock, basic and diluted		12,232,461
Basic and diluted net loss per share, nonredeemable Class A and Class B common stock	$	(2.08	)

	Common Stock										Additional						Total
	Class A						Class B				Paid-In			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Balance - August 31, 2020 (inception)		—		$	—			—	$	—	$	—		$	—		$	—
Issuance of Class B common stock to Sponsor		—			—			10,062,500		1,006		23,994			—			25,000
Sale of units in initial public offering, less fair value of public warrants		40,250,000			4,025			—		—		385,590,975			—			385,595,000
Offering costs		—			—			—		—		(21,831,140	)		—			(21,831,140	)
Excess of cash received over fair value of private placement warrants		—			—			—		—		1,474,000			—			1,474,000
Common stock subject to possible redemption		(33,488,198	)		(3,349	)		—		—		(334,878,631	)		—			(334,881,980	)
Net loss		—			—			—		—		—			(25,380,878	)		(25,380,878	)
Balance - December 31, 2020		6,761,802		$	676			10,062,500	$	1,006	$	30,379,198		$	(25,380,878	)	$	5,000,002

Cash Flows from Operating Activities:
Net loss	$	(25,380,878	)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor under note payable		4,817
Change in fair value of derivative liabilities		24,193,170
Financing costs - derivative liabilities		970,840
Net gain from investments held in the Trust Account		(78,522	)
Changes in operating assets and liabilities:
Prepaid expenses		(405,522	)
Accounts payable		31,490
Accrued expenses		106,922
Income tax payable		4,749
Franchise tax payable		61,264
Net cash used in operating activities		(491,670	)
Cash Flows from Investing Activities
Cash deposited in Trust Account		(402,500,000	)
Net cash used in investing activities		(402,500,000	)
Cash Flows from Financing Activities:
Proceeds from note payable to related party		177,840
Repayment of note payable to related party		(182,657	)
Proceeds received from initial public offering, gross		402,500,000
Proceeds received from private placement		10,050,000
Offering costs paid		(8,473,880	)
Net cash provided by financing activities		404,071,303
Net increase in cash		1,079,633
Cash - beginning of the period		—
Cash - end of the period	$	1,079,633
Supplemental disclosure of noncash activities:
Offering costs paid by Sponsor in exchange for issuance of Class B common stock	$	25,000
Offering costs included in accrued expenses	$	108,175
Offering costs included in accounts payable	$	7,425
Deferred underwriting commissions in connection with the initial public offering	$	14,087,500
Deferred legal fees in connection with the initial public offering	$	100,000
Initial value of common stock subject to possible redemption	$	359,258,880
Change in value of common stock subject to possible redemption	$	(24,376,900	)

	As of December 31, 2020
	As Previously			Restatement
	Reported			Adjustment			As Restated
Balance Sheet
Total assets	$	404,063,677		$	—		$	404,063,677
Liabilities and stockholders’ equity
Total current liabilities	$	320,025		$	—		$	320,025
Deferred legal fees		100,000			—			100,000
Deferred underwriting commissions		14,087,500			—			14,087,500
Derivative liabilities		—			49,674,170			49,674,170
Total liabilities		14,507,525			49,674,170			64,181,695
Class A common stock, $0.0001 par value; shares subject to possible redemption		384,556,150			(49,674,170	)		334,881,980
Stockholders’ equity
Preferred stock- $0.0001 par value		—			—			—
Class A common stock - $0.0001 par value		179			497			676
Class B common stock - $0.0001 par value		1,006			—			1,006
Additional paid-in-capital		5,215,685			25,163,513			30,379,198
Accumulated deficit		(216,868	)		(25,164,010	)		(25,380,878	)
Total stockholders’ equity		5,000,002			—			5,000,002
Total liabilities and stockholders’ equity	$	404,063,677		$	—		$	404,063,677

	Period From August 31, 2020 (Inception) Through December 31, 2020
	As Previously			Restatement
	Reported			Adjustment			As Restated
Statement of Operations
Loss from operations	$	(290,641	)	$	—		$	(290,641	)
Other (expense) income:
Change in fair value of derivative liabilities		—			(24,193,170	)		(24,193,170	)
Financing costs - derivative liabilities		—			(970,840	)		(970,840	)
Net gain from investments held in Trust Account		78,522			—			78,522
Total other (expense) income		78,522			(25,164,010	)		(25,085,488	)
Loss before income tax expense		(212,119	)		(25,164,010	)		(25,376,129	)
Income tax expense		4,749			—			4,749
Net loss	$	(216,868	)	$	(25,164,010	)	$	(25,380,878	)
Basic and Diluted weighted-average Class A common shares subject to possible redemption outstanding		38,473,726			(2,582,662	)		35,891,064
Basic and Diluted net loss per Class A common shares subject to possible redemption	$	—		$	—		$	—
Basic and Diluted weighted-average non-redeemable Class A and Class B common shares outstanding		10,646,616			1,585,845			12,232,461
Basic and Diluted net loss per non-redeemable Class A and Class B common shares	$	(0.02	)	$	2.10		$	(2.08	)

	Period From August 31, 2020 (Inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment		As Restated
Statement of Cash Flows
Net cash used in operating activities		(491,670	)		—		(491,670	)
Net cash used in investing activities		(402,500,000	)		—		(402,500,000	)
Net cash provided by financing activities		404,071,303					404,071,303
Net change in cash	$	1,079,633		$	—	$	1,079,633

	For The Period From August 31, 2020 (inception) through December 31, 2020 (Restated)
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Income from investments held in Trust Account	$	65,330
Less: Company's portion available to be withdrawn to pay taxes	$	(54,923	)
Net income attributable to Class A common stock subject to possible redemption	$	10,407
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		35,891,064
Basic and diluted net income per share	$	0.00

Non-Redeemable Class A and Class B Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(25,380,878	)
Net income allocable to Class A Common stock subject to possible redemption		10,407
Non-Redeemable Net Loss	$	(25,370,471	)
Denominator: Weighted average Non-redeemable Class A and Class B common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B common stock		12,232,461
Basic and diluted net loss per share, Non-redeemable Class A and Class B common stock	$	(2.08	)

	Quoted Prices		Significant Other		Significant Other
	in Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	402,578,522	$	—	$	—
Liabilities:
Derivative warrant liabilities	$	27,504,170	$	—	$	14,070,000
Deriviative liabilities - Forward purchase agreements	$	—	$	—	$	8,100,000

	As of October 23, 2020			As of December 31, 2020
Volatility		21.00	%		21.75	%
Stock price	$	10.00		$	11.00
Expected life of the options to convert		5.833			5.647
Risk-free rate		0.460	%		0.469	%
Dividend yield		0.0	%		0.0	%

Derivative liabilities at August 31, 2020 (inception)	$	—
Issuance of Public and Private Warrants and forward purchase agreements - Level 3		25,481,000
Transfer of Public Warrants to Level 1 measurement		(16,905,000	)
Change in fair value of derivative liabilities - Level 3		13,594,000
Derivative liabilities at Level 3, December 31, 2020	$	22,170,000

	For the Period from August 31, 2020 (inception) Through December 31, 2020
Current expense (benefit):
Federal	$	3,325
State		1,424
Total current expense (benefit):	$	4,749
Deferred expense (benefit):
Federal	$	—
State		—
Total deferred expense (benefit):	$	—
Total income tax expense (benefit):	$	4,749

	For the Period from August 31, 2020 (inception) Through December 31, 2020
Income at US statutory rate		21.00	%
State Taxes, net of federal benefit		0.05	%
Financing cost – derivative liabilities		(0.80)	%
Change in fair value of derivative liabilities		(20.02	)%
Change in valuation allowance		(0.25	)%
		(0.02	)%

	For the Period from August 31, 2020 (inception) Through December 31, 2020
Capitalized start-up costs	$	63,119
Total deferred tax assets	$	63,119
Valuation allowance	$	(63,119	)
Net deferred tax assets (liability)	$	—

	For the Period from August 31, 2020 (inception) Through December 31, 2020
Valuation allowance at beginning of year	$	—
Increases recorded to income tax provision	$	63,119
Valuation allowance at end of year	$	(63,119	)

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of March 17, 2021, by and among Supernova Partners Acquisition Company, Inc., Orchids Merger Sub, Inc., Orchids Merger Sub, LLC, and OfferPad, Inc. (incorporated by reference to exhibit 2.1 of the Current Report on Form 8-K filed on March 18, 2021)
3.1		Second Amended and Restated Certificate of Incorporation, dated October 20, 2020. ⁽¹⁾
3.2		Bylaws. ⁽²⁾
4.1		Specimen Unit Certificate.⁽³⁾
4.2		Specimen Class A Common Stock Certificate. ⁽³⁾
4.3		Specimen Warrant Certificate. ⁽³⁾
4.4		Warrant Agreement, dated October 20, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. ⁽¹⁾
4.5		Description of registered securities.*
10.1		Promissory Note issued in favor of Supernova Partners LLC, dated September 9, 2020. ⁽²⁾
10.2		Letter Agreement, dated October 20, 2020, among the Company, its officers and directors and the Sponsor.⁽¹⁾
10.3		Investment Management Trust Agreement, dated October 20, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee. ⁽¹⁾
10.4		Registration Rights Agreement, dated October 20, 2020, among the Company and certain security holders named therein. ⁽¹⁾
10.5		Indemnity Agreement, dated October 20, 2020, between the Company and Spencer Rascoff. ⁽¹⁾
10.6		Indemnity Agreement, dated October 20, 2020, between the Company and Robert Reid. ⁽¹⁾
10.7		Indemnity Agreement, dated October 20, 2020, between the Company and Michael Clifton. ⁽¹⁾
10.8		Indemnity Agreement, dated October 20, 2020, between the Company and Alex Klabin. ⁽¹⁾
10.9		Indemnity Agreement, dated October 20, 2020, between the Company and Ken Fox. ⁽¹⁾
10.10		Indemnity Agreement, dated October 20, 2020, between the Company and Jim Lanzone. ⁽¹⁾
10.11		Indemnity Agreement, dated October 20, 2020, between the Company and Rajeev Singh. ⁽¹⁾
10.12		Securities Subscription Agreement, dated September 9, 2020, between Supernova Partners Acquisition Company, Inc. and Supernova Partners LLC. ⁽²⁾
10.13		Private Placement Warrants Purchase Agreement, dated October 20, 2020, between the Company and the Sponsor.⁽¹⁾
10.14		Form of Forward Purchase Agreement, dated September 25, 2020, among the Company and each forward purchaser.⁽³⁾
31.1		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
32.2		Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Calculation Linkbase*
101.LAB		XBRL Taxonomy Label Linkbase*
101.PRE		XBRL Taxonomy Extension Presentation*
101.DEF		XBRL Definition Linkbase Document*

May 25, 2021	Supernova Partners Acquisition Company, Inc.

	By:	/s/ Robert D. Reid
	Name:	Robert D. Reid
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Signature	Title	Date

/s/ Spencer M. Rascoff Spencer M. Rascoff	Co-Chair	May 25, 2021

/s/ Alexander M. Klabin Alexander M. Klabin	Co-Chair	May 25, 2021

/s/ Robert D. Reid Robert D. Reid	Chief Executive Officer and Director (Principal Executive Officer)	May 25, 2021

/s/ Michael S. Clifton Michael S. Clifton	Chief Financial Officer (Principal Financial and Accounting Officer)	May 25, 2021

/s/ Jim Lanzone	Director	May 25, 2021
Jim Lanzone


	Fair market value of Class A common stock
Redemption date (period to expiration of warrants)		£10.00		11.00	12.00	13.00	14.00	15.00	16.00	17.00	³18.00
57 months			0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358		0.361
54 months			0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357		0.361
51 months			0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357		0.361
48 months			0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356		0.361
45 months			0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356		0.361
42 months			0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355		0.361
39 months			0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354		0.361
36 months			0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353		0.361
33 months			0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352		0.361
30 months			0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351		0.361
27 months			0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350		0.361
24 months			0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348		0.361
21 months			0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347		0.361
18 months			0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345		0.361
15 months			0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342		0.361

12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361


	•	If we are unable to complete our initial business combination within 24 months from the closing of our initial public offering, we will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;


	•	Prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our initial public offering or (y) amend the foregoing provisions;


	•	Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such a business combination is fair to our company from a financial point of view;


	•	If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;


	•	Our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination;


	•	If our stockholders approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account, divided by the number of then outstanding public shares; and


	•	We will not complete our initial business combination with another blank check company or a similar company with nominal operations.


	•	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


	•	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.