Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibits 99.1 Press Release, datedJune 2, 2021 .
Important Information About the Transaction and Where to Find It
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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 "
Supernova has filed with the
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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
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 Form S-4.
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 Offerpad 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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