Offerpad Solutions (OPAD) - 2020 Q4 - Annual Report

PART I Business 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] 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][18][31] - 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][42] - The company qualifies as an "emerging growth company" and a "smaller reporting company," allowing reduced disclosure obligations[47][50] Risk Factors 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][217] - 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][95] - 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][116] - 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][137] - 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][146] - 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][203][204] Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - Not applicable[222] Properties 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] Legal Proceedings 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] Mine Safety Disclosures This item is not applicable to the company's business - Not applicable[225] PART II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 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] - 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][231] Selected Financial Data 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] Management's Discussion And Analysis Of Financial Condition And Results Of Operations 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] - 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] - 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] - 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] Quantitative and Qualitative Disclosures about Market Risk 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] Financial Statements and Supplementary Data 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 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][463] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. The company reports no changes in or disagreements with its accountants on any accounting or financial disclosure matters - None[277] Controls and Procedures. 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] - Management concluded that internal control over financial reporting was effective as of December 31, 2020, based on the COSO 2013 framework[281] - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[284] Other Information The company reports no other information for this item - None[285] PART III Directors, Executive Officers and Corporate Governance 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] - The board of directors is staggered into three classes, with directors serving three-year terms[313] - The board determined that directors Ken Fox, Jim Lanzone, Gregg Renfrew, and Rajeev Singh are independent under NYSE listing standards[315] - The company established an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee, each with a formal charter[316] Executive Compensation 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] - The sponsor, officers, and directors are reimbursed for out-of-pocket expenses, with all payments reviewed quarterly by the audit committee[330] - Any compensation for management post-business combination will be determined by a compensation committee composed of independent directors[331] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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 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] - The sponsor purchased 6,700,000 private placement warrants at $1.50 per warrant for a total of $10,050,000[341] - 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] - 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] Principal Accountant Fees and Services. 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] PART IV Exhibits, Financial Statements and Financial Statement Schedules 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][471] Form 10-K Summary The company did not provide a summary for this item - None[359]