Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, the parties will enter into a business
combination transaction (the "Business Combination") by which (i) First Merger
Sub will merge with and into Offerpad, with Offerpad being the surviving entity
in the merger (the "First Merger"), and (ii) Offerpad will merge with and into
Second Merger Sub, with Second Merger Sub being the surviving entity in the
merger (the "Second Merger" and, together with the First Merger, the "Mergers"
and, together with the other transactions contemplated by the Merger Agreement,
the "Transactions" and the closing of the Transactions, the "Closing"). In
connection with the Closing, Supernova will change its name to "
The proposed Business Combination is expected to be consummated after receipt of the required approvals by the stockholders of Supernova and Offerpad and the satisfaction or waiver of certain other customary conditions, as summarized below.
Merger Agreement Consideration
The value of the aggregate equity consideration to be paid to Offerpad's
stockholders and optionholders in the Transactions will be equal to
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At the Closing, each option to purchase Offerpad common stock, whether vested or unvested, will be assumed and converted into an option to purchase a number of shares of Supernova Class A common stock in the manner set forth in the Merger Agreement.
High Vote Shares
Immediately prior to the Closing, Supernova's certificate of incorporation will
be amended and restated to, among other things, (i) reclassify all outstanding
shares of Supernova's outstanding Class B common stock into shares of Class A
common stock, and (ii) provide that each share of Class A common stock will be
entitled to one vote per share and each share of Class B common stock will be
entitled to ten votes per share (the "high vote"). In connection with the
Transactions, the shares of Supernova common stock received as consideration by
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the parties, which will terminate and be of no further force and effect as of the Closing.
Covenants
The Merger Agreement contains customary covenants of the parties, including,
among others, covenants providing for (i) certain limitations on the operation
of the parties' respective businesses prior to consummation of the Transactions,
(ii) the parties' efforts to satisfy conditions to consummation of the
Transactions, including by obtaining necessary approvals from governmental
agencies (including
Conditions to Closing
The consummation of the Transactions is subject to customary closing conditions,
including, among others: (i) approval by Supernova's and Offerpad's respective
stockholders, (ii) the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) no
order, statute, rule or regulation enjoining or prohibiting the consummation of
the Transactions being in force, (iv) Supernova having at least
Termination
The Merger Agreement may be terminated at any time prior to the Closing: (i) by
mutual written consent of Supernova and Offerpad; (ii) by either Supernova or
Offerpad (a) if the Transactions are not consummated on or before
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Related Agreements
Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, Supernova,
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. The shares of Supernova Class A common stock to be issued in connection with the PIPE Subscription Agreements and the shares of Supernova Class A common stock and warrants to be issued in connection with the Forward Purchase Agreements will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On
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Attached as Exhibit 99.2 and incorporated by reference herein is an investor
presentation dated
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Supernova under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMarch 17, 2021 , by and amongSupernova Partners Acquisition Company, Inc. ,Orchids Merger Sub, Inc. ,Orchids Merger Sub, LLC , andOfferPad, Inc. 10.1 Form of Registration Rights Agreement. 10.2 Form of PIPE Subscription Agreement. 10.3 Sponsor Support Agreement, dated as ofMarch 17, 2021 , by and amongSupernova Partners Acquisition Company, Inc. ,OfferPad, Inc. ,Supernova Partners LLC and certain other parties thereto. 10.4 OfferPad Holders Support Agreement, dated as ofMarch 17, 2021 , by and amongSupernova Partners Acquisition Company, Inc. ,OfferPad, Inc. and certain other parties thereto. 99.1 Joint Press Release ofSupernova Partners Acquisition Company, Inc. andOfferPad, Inc. , datedMarch 18, 2021 . 99.2 Investor Presentation ofSupernova Partners Acquisition Company, Inc. , dated March, 2021.
Important Information About the Transaction and Where to Find It
Supernova intends to file with the
Participants in the Solicitation
Supernova, Offerpad and certain of their respective directors and officers may
be deemed participants in the solicitation of proxies of Supernova's
stockholders with respect to the approval of the Transactions. Supernova and
Offerpad urge investors, stockholders and other interested persons to read, when
available, the Form S-4, including the preliminary proxy statement/prospectus
and amendments thereto and the definitive proxy statement/prospectus, as well as
other documents filed with the
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prospectus dated
Forward-Looking Statements
Certain statements in this report and the exhibits to this report may be
considered forward-looking statements. Forward-looking statements generally
relate to future events and can be identified by terminology such as "pro
forma", "may", "should", "could", "might", "plan", "possible", "project",
"strive", "budget", "forecast", "expect", "intend", "will", "estimate",
"anticipate", "believe", "predict", "potential" or "continue", or the negatives
of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other
factors which could cause actual results to differ materially from those
expressed or implied by such forward looking statements. These forward-looking
statements are based upon estimates and assumptions that, while considered
reasonable by Supernova and its management, and Offerpad and its management, as
the case may be, are inherently uncertain. Factors that may cause actual results
to differ materially from current expectations include, but are not limited to:
the outcome of any legal proceedings that may be instituted against Supernova,
Offerpad, the combined company or others following the announcement of the
business combination and any definitive agreements with respect thereto; the
inability to complete the business combination due to the failure to obtain
approval of the stockholders of Supernova or to satisfy other conditions to
closing; changes to the proposed structure of the business combination that may
be required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the business combination; the
ability to meet stock exchange listing standards following the consummation of
the business combination; the risk that the Business Combination disrupts
current plans and operations of Offerpad as a result of the announcement and
consummation of the Business Combination; the ability to recognize the
anticipated benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; costs related to the business
combination; changes in applicable laws or regulations; the possibility that
Offerpad or the combined company may be adversely affected by other economic,
business, or competitive factors; Offerpad's estimates of expenses and
profitability; the evolution of the markets in which Offerpad competes; the
ability of Offerpad to implement its strategic initiatives, expansion plans and
continue to innovate its existing services; the impact of the COVID-19 pandemic
on Offerpad's business; and other risks and uncertainties set forth in the
section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in Supernova's final prospectus dated
Nothing in this report or the exhibits to this report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Supernova nor the Company undertakes any duty to update these forward-looking statements.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transactions and shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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