Preamble [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) The report contains forward-looking statements involving risks and uncertainties that could cause actual results to differ - The report includes forward-looking statements concerning future results, identifiable by terms like "believes" or "expects"[13](index=13&type=chunk) - These statements are inherently uncertain, and investors are warned not to rely on them due to risks detailed in the "Risk Factors" section[14](index=14&type=chunk)[15](index=15&type=chunk) [Summary Risk Factors](index=5&type=section&id=Summary%20Risk%20Factors) The company faces principal risks related to economic conditions, operations, finances, technology, and regulations - Key business risks include impacts from general economic conditions, the U.S. residential real estate industry, and the COVID-19 pandemic[18](index=18&type=chunk) - Operational risks stem from a limited operating history, intense competition, and managing real estate inventory[18](index=18&type=chunk) - Financial and strategic risks include a history of losses, reliance on significant indebtedness, and challenges in launching new products[18](index=18&type=chunk) - The company also faces technology-related risks such as IT system failures and extensive industry regulation[18](index=18&type=chunk) PART I [Business](index=6&type=section&id=Item%201.%20Business) Offerpad provides a tech-enabled real estate platform for buying and selling homes across 21 metropolitan markets - Offerpad's mission is to provide the best way to buy and sell a home, using a technology-enabled platform for convenience and certainty[19](index=19&type=chunk) - The company offers two main services: **"Express" for a direct cash offer** and **"Flex" for listing with a backup cash offer**[21](index=21&type=chunk)[26](index=26&type=chunk) - Since its founding through December 31, 2021, Offerpad has transacted on homes representing approximately **$5.4 billion in aggregate revenue**[23](index=23&type=chunk) - For the year ended December 31, 2021, the company achieved a **net promoter score of 74** and a **93% Customer Satisfaction Rating**[23](index=23&type=chunk) - Growth strategies include expanding to **29 total markets by the end of 2022** and adding ancillary services[43](index=43&type=chunk)[44](index=44&type=chunk)[48](index=48&type=chunk) - The business is subject to seasonality, with transaction volumes typically highest in the spring and summer[69](index=69&type=chunk) [Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from market conditions, competition, financial losses, and technology failures - **Business & Industry Risks:** The company's success is highly dependent on general economic conditions and the health of the U.S. residential real estate market[75](index=75&type=chunk)[79](index=79&type=chunk) - **Financial Risks:** The company has a history of net losses and utilizes significant debt, making it vulnerable to interest rate changes[86](index=86&type=chunk)[167](index=167&type=chunk) - **Operational Risks:** The business depends on accurately valuing homes and managing inventory, where inaccuracies can negatively impact margins[90](index=90&type=chunk)[96](index=96&type=chunk)[117](index=117&type=chunk) - **Technology & IP Risks:** IT systems are vulnerable to security breaches, and the company is subject to extensive privacy regulations like the CCPA[145](index=145&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) - **Capital Structure Risks:** The multi-class stock structure gives the founder and CEO **significant voting control of approximately 40.2%**[195](index=195&type=chunk) [Unresolved Staff Comments](index=38&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[230](index=230&type=chunk) [Properties](index=38&type=section&id=Item%202.%20Properties) The company leases its corporate headquarters in Arizona and field offices in its operational markets - Offerpad leases its corporate headquarters and various field offices; it does not own its primary operational facilities[231](index=231&type=chunk) [Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) Offerpad is not currently a party to any material legal proceedings that would adversely affect its business - The company is not currently party to any material litigation[232](index=232&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[234](index=234&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, and it does not plan to pay dividends, retaining earnings for expansion - Offerpad's Class A common stock and warrants began trading on the NYSE on September 1, 2021, under the symbols "OPAD" and "OPAD WS"[236](index=236&type=chunk) - The company has never paid cash dividends and does not anticipate paying any in the foreseeable future[239](index=239&type=chunk) - No shares of the company's common stock were repurchased during the three months ended December 31, 2021[244](index=244&type=chunk) [[Reserved]](index=40&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew 94.5% to $2.1 billion in 2021, achieving profitability driven by strong housing market conditions Key Financial Results (2021 vs. 2020) | Metric | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $2,070.4M | $1,064.3M | 94.5% | | Gross Profit | $207.8M | $87.8M | 136.7% | | Gross Margin | 10.0% | 8.2% | +1.8 p.p. | | Net Income (Loss) | $6.5M | ($23.1M) | N.A. | | Homes Sold | 6,373 | 4,281 | 48.9% | - The significant increase in revenue was driven by a **49% increase in homes sold** and a **31% increase in average resale price**[313](index=313&type=chunk) - The company completed its Business Combination with Supernova, resulting in **gross proceeds of $284.0 million**[256](index=256&type=chunk) - As of December 31, 2021, the company had **$1,026.2 million in total debt** outstanding to finance its $1.13 billion home inventory[167](index=167&type=chunk)[376](index=376&type=chunk) Non-GAAP Financial Metrics (2021 vs. 2020) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Contribution Profit | $162.9M | $54.2M | | Contribution Margin | 7.9% | 5.1% | | Contribution Profit After Interest | $145.9M | $38.6M | | Contribution Margin After Interest | 7.0% | 3.6% | | Adjusted EBITDA | $29.9M | ($8.2M) | [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to interest rate risk from its variable-rate credit facilities and inflation risk - The company's main market risk is interest rate fluctuations on its **$862.8 million in variable-rate debt** as of December 31, 2021[358](index=358&type=chunk)[359](index=359&type=chunk) - A one percentage point increase in LIBOR is estimated to have increased annual interest expense by approximately **$8.3 million** for 2021[359](index=359&type=chunk) - The company states that inflation has not had a material effect on its business to date[360](index=360&type=chunk) [Financial Statements and Supplementary Data](index=57&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements with an unqualified opinion from Deloitte & Touche LLP - The Report of Independent Registered Public Accounting Firm provides an **unqualified (clean) opinion** on the consolidated financial statements[365](index=365&type=chunk) - The auditor identified the **valuation of real estate inventory as a Critical Audit Matter** due to management's estimation subjectivity[370](index=370&type=chunk)[371](index=371&type=chunk) Consolidated Balance Sheet Highlights (As of Dec 31) | ($ in thousands) | 2021 | 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $169,817 | $43,938 | | Inventory | $1,132,571 | $171,359 | | **Total Assets** | **$1,353,082** | **$235,873** | | **Liabilities & Equity** | | | | Secured credit facilities and notes payable, net | $1,026,196 | $181,678 | | Total Liabilities | $1,095,513 | $195,008 | | Total stockholders' equity (deficit) | $257,569 | ($143,258) | Consolidated Statement of Operations Highlights (Year Ended Dec 31) | ($ in thousands) | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Revenue | $2,070,446 | $1,064,257 | $1,075,882 | | Gross Profit | $207,815 | $87,779 | $74,387 | | Income (loss) from operations | $19,766 | ($13,758) | ($33,400) | | Net income (loss) | $6,460 | ($23,118) | ($51,952) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=88&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Required information was previously reported in a Current Report on Form 8-K/A filed on September 7, 2021 - There are no new disclosures under this item; required information was previously filed in a Form 8-K/A[568](index=568&type=chunk) [Controls and Procedures](index=88&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were effective and a prior material weakness was remediated as of year-end - The principal executive and financial officers concluded that **disclosure controls and procedures were effective** as of December 31, 2021[570](index=570&type=chunk) - A **material weakness related to warrant accounting was remediated** as of December 31, 2021[571](index=571&type=chunk)[572](index=572&type=chunk) - A management report on internal control over financial reporting is not included due to reverse acquisition transition rules[573](index=573&type=chunk)[574](index=574&type=chunk) [Other Information](index=89&type=section&id=Item%209B.%20Other%20Information) This section discloses the date for the 2022 Annual Meeting of Stockholders - The 2022 Annual Meeting of Stockholders is scheduled to be held virtually on June 2, 2022[577](index=577&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=89&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[578](index=578&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=90&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company details its board of directors and executive officers, noting its audit committee composition and ethics code Board of Directors | Name | Position | | :--- | :--- | | Brian Bair | Chief Executive Officer and Chairman | | Katie Curnutte | Director | | Kenneth DeGiorgio | Director | | Alexander Klabin | Director | | Ryan O'Hara | Director | | Sheryl Palmer | Director | | Roberto Sella | Director | - The Audit Committee consists of Katie Curnutte, Alexander Klabin, and Sheryl Palmer (Chair), all of whom are independent[598](index=598&type=chunk) - The Board has determined that **Sheryl Palmer and Alexander Klabin qualify as "audit committee financial experts"**[599](index=599&type=chunk) - The company has adopted a Code of Business Conduct and Ethics, which is available on its investor relations website[600](index=600&type=chunk) [Executive Compensation](index=92&type=section&id=Item%2011.%20Executive%20Compensation) This section details NEO compensation, which includes base salary, cash incentives, and long-term equity awards 2021 NEO Compensation Summary | Name | Position | Total Compensation ($) | | :--- | :--- | :--- | | Brian Bair | CEO | 783,689 | | Michael Burnett | CFO | 723,371 | | Benjamin Aronovitch | CLO | 717,321 | | Stephen Johnson | COO | 515,491 | - The 2021 annual cash incentive was based on four performance metrics, with **above-target performance achieved on three**[617](index=617&type=chunk)[619](index=619&type=chunk) - **No equity or equity-based compensation was granted to the NEOs in 2021**[623](index=623&type=chunk) - The non-employee director compensation program includes a **$50,000 annual cash retainer** and an **initial RSU grant valued at $300,000**[668](index=668&type=chunk)[669](index=669&type=chunk)[670](index=670&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=104&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) CEO Brian Bair holds 40.2% of total voting power through Class B stock, with all executives controlling 68.5% Security Ownership of Major Holders (as of Feb 1, 2022) | Holder | Class A Shares (%) | Class B Shares (%) | Total Voting Power (%) | | :--- | :--- | :--- | :--- | | Entities affiliated with LL Capital Partners I, L.P. | 44.7% | 0% | 26.9% | | First American Financial Corporation | 14.3% | 0% | 8.6% | | Jerry Coleman | 8.2% | 0% | 5.0% | | Supernova Partners LLC | 7.2% | 0% | 4.4% | | Brian Bair (CEO) | 7.3% | 100.0% | 40.2% | | All Directors & Executive Officers (as a group) | 51.4% | 100.0% | 68.5% | - CEO Brian Bair controls 100% of the Class B common stock, which carries 10 votes per share, granting him a total of **40.2% of the company's voting power**[688](index=688&type=chunk)[690](index=690&type=chunk)[697](index=697&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=106&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company discloses transactions with major shareholders and confirms that five of its seven directors are independent - The company has a written policy for the review and approval of related person transactions by its Audit Committee[701](index=701&type=chunk) - Offerpad utilizes credit facilities with affiliates of LL Capital Partners, a major shareholder, paying **$11.7 million in interest** in 2021[703](index=703&type=chunk)[706](index=706&type=chunk) - The company has a commercial relationship with First American Financial Corporation, paying them **$11.9 million in 2021** for services[707](index=707&type=chunk) - The board of directors has determined that **five of its seven directors are independent** under NYSE rules[717](index=717&type=chunk) [Principal Accounting Fees and Services](index=109&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information on accounting fees will be incorporated by reference from the 2022 Annual Meeting Proxy Statement - Details on accounting fees and services will be provided in the upcoming proxy statement for the 2022 Annual Meeting[718](index=718&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=110&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed as part of the annual report - This item provides an index of all financial statements and exhibits included in or incorporated by reference into the Form 10-K filing[720](index=720&type=chunk)[721](index=721&type=chunk) [Form 10-K Summary](index=112&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary - None[726](index=726&type=chunk)

Offerpad Solutions Inc. (NYSE:OPAD) Q4 2021 Earnings Conference Call February 23, 2022 5:00 PM ET Company Participants Stefanie Layton – Senior Director of Investor Relations Brian Bair – Chairman and Chief Executive Officer Mike Burnett – Chief Financial Officer Conference Call Participants Dae Lee – JPMorgan Andrew Boone – JMP Securities Ryan Tomasello – KBW David Lustberg – Jefferies Ben Sherlund – Cantor Fitzgerald Operator Good evening. Thank you for attending today’s Offerpad Fourth Quarter and Full Y ...

Offerpad Solutions Inc. (NYSE:OPAD) Q3 2021 Earnings Conference Call November 10, 2021 5:00 PM ET Company Participants Stefanie Layton - Senior Director, Investor Relations Brian Bair - Chairman & Chief Executive Officer Mike Burnett - Chief Financial Officer Conference Call Participants Brent Thill - Jefferies Andrew Boone - JMP Securities Operator Hello, and welcome to the Offerpad Third Quarter 2021 Conference Call. My name is Brica, and I'll be today's call operator. Following the presentation today, we ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number: 001-39641 Offerpad Solutions Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 85-2800538 | ...

Offerpad ـ Investor Presentation August 16, 2021 Update 1 Disclaimer About this Presentation This investor presentation (this "Presentation") relates to a proposed business combination (the "Business Combination") between Supernova Partners Acquisition Company, Inc. ("Supernova") and OfferPad, Inc. (the "Company"). The information contained herein does not purport to be all-inclusive and none of Supernova, the Company or their respective affiliates or representatives makes any representation or warranty, ex ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Supernova Partners Acquisition Company, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) 4301 50th Street NW ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Supernova Partners Acquisition Company, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) (Commission File Nu ...

PART I [Business](index=5&type=section&id=Item%201.%20Business) Supernova Partners Acquisition Company, Inc. is a blank check company formed to effect a business combination, completing its IPO in October 2020 and entering a merger agreement with OfferPad, Inc. in March 2021 - The company is a special purpose acquisition company (SPAC) incorporated on August 31, 2020, with the objective of completing an initial business combination[12](index=12&type=chunk) Initial Public Offering and Private Placement Details | Offering | Units/Warrants | Price per Unit/Warrant (USD) | Gross Proceeds (USD) | | :--- | :--- | :--- | :--- | | **Initial Public Offering** | 40,250,000 Units | $10.00 | $402,500,000 | | **Private Placement** | 6,700,000 Warrants | $1.50 | $10,050,000 | - On March 17, 2021, the company entered into a definitive merger agreement with OfferPad, Inc., a real estate technology company, including a **$200 million PIPE investment**[17](index=17&type=chunk)[18](index=18&type=chunk)[31](index=31&type=chunk) - The company's acquisition criteria focuses on businesses with large addressable markets, sustainable growth, proven management teams, competitive differentiation, compelling unit economics, and scalability[39](index=39&type=chunk)[42](index=42&type=chunk) - The company qualifies as an "emerging growth company" and a "smaller reporting company," allowing reduced disclosure obligations[47](index=47&type=chunk)[50](index=50&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks inherent to its nature as a blank check company with no operating history, including potential liquidation and conflicts of interest - The company is a newly incorporated entity with no operating history or revenues, making it difficult for investors to evaluate its ability to achieve business objectives[78](index=78&type=chunk)[217](index=217&type=chunk) - There is a risk of failing to complete an initial business combination by the deadline of **October 23, 2022**, which would lead to liquidation, with the COVID-19 pandemic potentially impacting this process[94](index=94&type=chunk)[95](index=95&type=chunk) - The sponsor's entire investment will be lost if a business combination is not completed, creating a potential conflict of interest where their financial interests may differ from public stockholders[115](index=115&type=chunk)[116](index=116&type=chunk) - The company faces intense competition from other blank check companies, private equity groups, and other entities in identifying and acquiring a target business, potentially intensified by limited financial resources[65](index=65&type=chunk)[137](index=137&type=chunk) - The NYSE may delist the company's securities if it fails to meet continued listing requirements, which could limit liquidity and subject the stock to "penny stock" rules[145](index=145&type=chunk)[146](index=146&type=chunk) - Officers and directors have other business commitments, including with other Supernova SPACs, which could create conflicts of interest in allocating their time and presenting business opportunities[199](index=199&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk) [Unresolved Staff Comments](index=48&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - Not applicable[222](index=222&type=chunk) [Properties](index=48&type=section&id=Item%202.%20Properties) The company does not own any real estate or other material physical properties, with its principal executive office located in Washington, D.C - The company does not own any real estate or other physical properties, with its executive office located in Washington, D.C[223](index=223&type=chunk) [Legal Proceedings](index=48&type=section&id=Item%203.%20Legal%20Proceedings) To the knowledge of its management, there is no current or contemplated litigation against the company or its officers and directors - There is no litigation currently pending or contemplated against the company[224](index=224&type=chunk) [Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[225](index=225&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=49&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on the NYSE, and this section confirms the use of proceeds from its October 2020 IPO and concurrent private placement - The company's units, common stock, and warrants are listed on the NYSE under the symbols **SPNV.U**, **SPNV**, and **SPNV WS**, respectively[227](index=227&type=chunk) - Gross proceeds from the IPO were **$402.5 million**, and from the private warrant sale were **$10.05 million**, with **$402.5 million** placed in the trust account after costs[230](index=230&type=chunk)[231](index=231&type=chunk) [Selected Financial Data](index=49&type=section&id=Item%206.%20Selected%20Financial%20Data) As a "smaller reporting company," the company is not required to provide the information for this item - The company is not required to provide this information as it qualifies as a "smaller reporting company"[233](index=233&type=chunk) [Management's Discussion And Analysis Of Financial Condition And Results Of Operations](index=50&type=section&id=Item%207.%20Management's%20Discussion%20And%20Analysis%20Of%20Financial%20Condition%20And%20Results%20Of%20Operations) The company, a blank check entity, reported a net loss of approximately $217,000 for the period from August 31, 2020, to December 31, 2020, driven by administrative and tax expenses, and highlights its recent merger agreement with Offerpad - For the period from inception (August 31, 2020) to December 31, 2020, the company had a net loss of approximately **$217,000**[248](index=248&type=chunk) - As of December 31, 2020, the company had approximately **$1.1 million** in cash and **$1.2 million** in working capital to fund its search for a business combination[249](index=249&type=chunk) - The Sponsor provided a **$300,000** promissory note for initial offering expenses, of which approximately **$183,000** was drawn and fully repaid upon the IPO closing[258](index=258&type=chunk) - A critical accounting policy is the classification of Class A common stock subject to possible redemption as temporary equity, outside of the stockholders' equity section[265](index=265&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=55&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a "smaller reporting company," the company is not required to provide the information for this item - The company is not required to provide this information as it qualifies as a "smaller reporting company"[275](index=275&type=chunk) [Financial Statements and Supplementary Data](index=55&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited financial statements for the period from August 31, 2020, to December 31, 2020, including the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Stockholders' Equity, Statement of Cash Flows, and accompanying notes [Financial Statements](index=70&type=section&id=Financial%20Statements) The audited financial statements as of December 31, 2020, show total assets of $404.1 million, primarily from investments in the trust account, total liabilities of $14.5 million, and a net loss of $216,868 for the period from inception Balance Sheet Summary (as of Dec 31, 2020) | Account | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $1,079,633 | | Investments held in Trust Account | $402,578,522 | | **Total Assets** | **$404,063,677** | | **Liabilities & Equity** | | | Total current liabilities | $320,025 | | Deferred underwriting commissions | $14,087,500 | | **Total Liabilities** | **$14,507,525** | | **Total stockholders' equity** | **$5,000,002** | Statement of Operations Summary (Inception to Dec 31, 2020) | Account | Amount (USD) | | :--- | :--- | | General and administrative expenses | $229,377 | | Net gain on investments held in Trust Account | $78,522 | | **Net loss** | **($216,868)** | - The notes to the financial statements confirm the proposed business combination with Offerpad, which was announced subsequent to the balance sheet date[396](index=396&type=chunk)[463](index=463&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](index=55&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reports no changes in or disagreements with its accountants on any accounting or financial disclosure matters - None[277](index=277&type=chunk) [Controls and Procedures.](index=55&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2020, with no material changes during the fiscal quarter - Management concluded that disclosure controls and procedures were effective as of the end of the reporting period[278](index=278&type=chunk) - Management concluded that internal control over financial reporting was effective as of **December 31, 2020**, based on the COSO 2013 framework[281](index=281&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[284](index=284&type=chunk) [Other Information](index=56&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[285](index=285&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=57&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the biographies of the company's directors and executive officers, outlines the board's staggered structure, and confirms the independence of four directors and the establishment of key committees - The executive team includes **Spencer M. Rascoff** (Co-Chair), **Alexander M. Klabin** (Co-Chair), **Robert D. Reid** (CEO), and **Michael S. Clifton** (CFO)[287](index=287&type=chunk) - The board of directors is staggered into three classes, with directors serving three-year terms[313](index=313&type=chunk) - The board determined that directors **Ken Fox**, **Jim Lanzone**, **Gregg Renfrew**, and **Rajeev Singh** are independent under NYSE listing standards[315](index=315&type=chunk) - The company established an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee, each with a formal charter[316](index=316&type=chunk) [Executive Compensation](index=64&type=section&id=Item%2011.%20Executive%20Compensation) None of the company's officers or directors have received cash compensation for their services, but they are reimbursed for out-of-pocket expenses, with future compensation post-business combination to be determined by an independent committee - No officers or directors have received cash compensation for services rendered[330](index=330&type=chunk) - The sponsor, officers, and directors are reimbursed for out-of-pocket expenses, with all payments reviewed quarterly by the audit committee[330](index=330&type=chunk) - Any compensation for management post-business combination will be determined by a compensation committee composed of independent directors[331](index=331&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=64&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 26, 2021, the company's sponsor beneficially owns 19.7% of outstanding common stock, with executive officers and directors as a group owning 19.9%, and several institutional investors holding more than 5% of Class A common stock Beneficial Ownership of Common Stock (as of March 26, 2021) | Beneficial Owner | Shares Owned | Percentage of Outstanding | | :--- | :--- | :--- | | Supernova Partners LLC (Sponsor) | 9,861,250 | 19.7% | | All directors and executive officers as a group | 10,020,000 | 19.9% | | Millennium Management LLC | 2,338,116 | 5.8% | | Castle Creek Arbitrage, LLC | 2,100,350 | 5.22% | | Empyrean Capital Partners LP | 2,767,676 | 6.9% | [Certain Relationships and Related Transactions, and Director Independence](index=66&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section outlines key related party transactions, including the sponsor's purchase of founder shares and private placement warrants, forward purchase agreements by co-chair affiliates, and potential working capital loans from the sponsor - The sponsor acquired **10,062,500** founder shares for an aggregate price of **$25,000**[340](index=340&type=chunk) - The sponsor purchased **6,700,000** private placement warrants at **$1.50** per warrant for a total of **$10,050,000**[341](index=341&type=chunk) - Affiliates of Co-Chairs Alexander Klabin and Spencer Rascoff entered into forward purchase agreements to buy an aggregate of **5,000,000** shares and **1,666,667** warrants for **$50 million**, concurrent with the closing of an initial business combination[343](index=343&type=chunk) - The sponsor may provide up to **$1,500,000** in working capital loans, which may be convertible into warrants at **$1.50** per warrant[348](index=348&type=chunk) [Principal Accountant Fees and Services.](index=68&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) Marcum LLP served as the company's independent registered public accounting firm, with total audit fees of $61,800 for the period from inception to December 31, 2020, and no fees for other services Accountant Fees (Inception to Dec 31, 2020) | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | $61,800 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - All audit and non-audit services are pre-approved by the audit committee[356](index=356&type=chunk) PART IV [Exhibits, Financial Statements and Financial Statement Schedules](index=69&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statements%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including the merger agreement with Offerpad, corporate governance documents, warrant agreements, and various other contracts and certifications - This section provides an index of all exhibits filed with the report, including the Agreement and Plan of Merger with OfferPad, Inc[358](index=358&type=chunk)[471](index=471&type=chunk) [Form 10-K Summary](index=69&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company did not provide a summary for this item - None[359](index=359&type=chunk)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Supernova Partners Acquisition Company, Inc. (Exact name of registrant as specified in its charter) (Commission File Number) Delaware 001-39641 85-2800538 (I.R.S. ...