424B3

Filed pursuant to Rule 424(b)(3)

Registration No. 333-259790

Prospectus Supplement No. 3

(To Prospectus dated March 25, 2022)

Offerpad Solutions Inc.

__________________________________

This prospectus supplement updates, amends and supplements the prospectus dated March 25, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-259790). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2022, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our Class A Common Stock and Warrants are listed on the New York Stock Exchange (“NYSE”) under the symbols “OPAD” and “OPAD WS,” respectively. On August 2, 2022, the closing price of our Class A Common Stock was $2.20 and the closing price for our Warrants was $0.265.

__________________________________

Our business and investment in our Class A Common Stock and Warrants involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 6 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

__________________________________

The date of this prospectus supplement is August 3, 2022.

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 June 30, 2022


☐	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
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2150 E. Germann Road, Suite 1, Chandler, Arizona	85286
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (844) 388-4539

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	OPAD	The New York Stock Exchange
Warrants to purchase Class A common stock, at an exercise price of $11.50 per share	OPADWS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 27, 2022, there were 232,152,677 shares of Offerpad’s Class A common stock outstanding and 14,816,236 shares of Offerpad’s Class B common stock outstanding.

OFFERPAD SOLUTIONS INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS


		Page
Cautionary Note Regarding Forward-Looking Statements		3

PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43

PART II.	OTHER INFORMATION	44
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45

SIGNATURES		46

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes statements that express Offerpad Solutions Inc.’s (the “Company,” “Offerpad,” “we,” “us,” or “our”) opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They may appear in a number of places throughout this Quarterly Report on Form 10-Q, including Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our future results of operations, financial condition and liquidity, our prospects, growth, strategies, macroeconomic trends and the markets in which Offerpad operates.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to:

•

our ability to respond to general economic conditions;

•

the health of the U.S. residential real estate industry;

•

our ability to grow market share in our existing markets or any new markets we may enter;

•

the impact of the COVID-19 pandemic;

•

our ability to manage our growth effectively;

•

our ability to accurately value and manage inventory, and to maintain an adequate and desirable supply of inventory;

•

our ability to successfully launch new product and service offerings, and to manage, develop and refine our technology platform;

•

our ability to maintain and enhance our products and brand, and to attract customers;

•

our ability to achieve and maintain profitability in the future; and

•

the success of strategic relationships with third parties.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q.

Offerpad Solutions Inc. | Second Quarter 2022 Form 10-Q | 3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets


		June 30,			December 31,
(in thousands, except par value per share) (Unaudited)		2022			2021
ASSETS
Current assets:
Cash and cash equivalents		$	155,464		$	169,817
Restricted cash			44,474			24,616
Accounts receivable			12,929			6,165
Inventory			1,289,426			1,132,571
Prepaid expenses and other current assets			12,966			9,808
Total current assets			1,515,259			1,342,977
Property and equipment, net			5,622			5,146
Other non-current assets			5,914			4,959
TOTAL ASSETS	(1)	$	1,526,795		$	1,353,082
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	10,705		$	6,399
Accrued and other current liabilities			45,412			35,027
Secured credit facilities and notes payable, net			1,054,455			861,762
Secured credit facilities and notes payable - related party			87,456			164,434
Total current liabilities			1,198,028			1,067,622
Warrant liabilities			5,860			24,061
Other long-term liabilities			4,226			3,830
Total liabilities	(2)		1,208,114			1,095,513
Commitments and contingencies (Note 17)
Stockholders’ equity:
Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 232,150 and 224,154 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively			23			22
Class B common stock, $0.0001 par value; 20,000 shares authorized; 14,816 shares issued and outstanding as of June 30, 2022 and December 31, 2021			2			2
Additional paid in capital			398,166			389,601
Accumulated deficit			(79,510	)		(132,056	)
Total stockholders’ equity			318,681			257,569
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,526,795		$	1,353,082

________________

(1)

Our consolidated assets as of June 30, 2022 and December 31, 2021 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $44,474 and $24,616; Accounts receivable, $11,862 and $4,845; Inventory, $1,289,426 and $1,132,571; Prepaid expenses and other current assets, $5,143 and $2,871; Total assets of $1,350,905 and $1,164,903, respectively.

(2)

Our consolidated liabilities as of June 30, 2022 and December 31, 2021 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $6,909 and $2,810; Accrued and other current liabilities, $3,553 and $3,537; Secured credit facilities and notes payable, net, $1,141,911 and $1,026,196; Total liabilities, $1,152,373 and $1,032,543, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Offerpad Solutions Inc. | Second Quarter 2022 Form 10-Q | 4

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Operations


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands, except per share data) (Unaudited)	2022			2021			2022			2021
Revenue	$	1,079,531		$	378,647		$	2,453,368		$	662,619
Cost of revenue		986,550			327,783			2,228,245			578,218
Gross profit		92,981			50,864			225,123			84,401
Operating expenses:
Sales, marketing and operating		65,239			31,595			135,127			56,671
General and administrative		16,121			5,137			30,778			9,871
Technology and development		3,243			2,603			6,425			4,886
Total operating expenses		84,603			39,335			172,330			71,428
Income from operations		8,378			11,529			52,793			12,973
Other income (expense):
Change in fair value of warrant liabilities		12,537			—			18,201			—
Interest expense		(7,771	)		(2,257	)		(14,967	)		(4,175	)
Other income, net		24			7			28			248
Total other income (expense)		4,790			(2,250	)		3,262			(3,927	)
Income before income taxes		13,168			9,279			56,055			9,046
Income tax expense		(1,610	)		(89	)		(3,509	)		(89	)
Net income	$	11,558		$	9,190		$	52,546		$	8,957
Net income per share, basic	$	0.05		$	0.15		$	0.22		$	0.15
Net income per share, diluted	$	0.04		$	0.04		$	0.20		$	0.04
Weighted average common shares outstanding, basic		245,845			59,391			242,998			58,981
Weighted average common shares outstanding, diluted		260,746			224,630			260,192			224,264

The accompanying notes are an integral part of these condensed consolidated financial statements.

Offerpad Solutions Inc. | Second Quarter 2022 Form 10-Q | 5

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity (Deficit)


	Common Stock				Additional Paid in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares		Amount		Capital			Deficit			Equity
Balance at March 31, 2022		244,793	$	25	$	394,470		$	(91,068	)	$	303,427
Issuance of common stock upon exercise of stock options		2,170		—		1,299			—			1,299
Issuance of common stock upon vesting of restricted stock units		3		—		(3	)		—			(3	)
Stock-based compensation expense		—		—		2,400			—			2,400
Net income		—		—		—			11,558			11,558
Balance at June 30, 2022		246,966	$	25	$	398,166		$	(79,510	)	$	318,681


	Temporary Equity																						Stockholders’ (Deficit) Equity
	Series A Convertible Preferred Stock				Series A-1 Convertible Preferred Stock				Series A-2 Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Total Temporary		Common Stock				Additional Paid in		Accumulated			Treasury Stock					Total Stockholders’ (Deficit)
(in thousands) (Unaudited)	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Equity		Shares		Amount		Capital		Deficit			Shares		Amount			Equity
Balance at March 31, 2021		2,775	$	14,921		1,448	$	7,470		1,105	$	7,463		7,751	$	49,845		5,308	$	104,424	$	184,123		7,846	$	—	$	6,766	$	(138,749	)		636	$	(10,650	)	$	(142,633	)
Retroactive conversion of shares due to Business Combination		18,132		—		9,457		—		7,217		—		50,639		—		34,677		—		—		51,255		—		—		—			4,158		—			—
Balance at March 31, 2021, as converted		20,907		14,921		10,905		7,470		8,322		7,463		58,390		49,845		39,985		104,424		184,123		59,101		—		6,766		(138,749	)		4,794		(10,650	)		(142,633	)
Issuance of common stock upon exercise of stock options		—		—		—		—		—		—		—		—		—		—		—		559		—		174		—			—		—			174
Vesting of early exercised stock options		—		—		—		—		—		—		—		—		—		—		—		—		—		64		—			—		—			64
Stock-based compensation expense		—		—		—		—		—		—		—		—		—		—		—		—		—		649		—			—		—			649
Net income		—		—		—		—		—		—		—		—		—		—		—		—		—		—		9,190			—		—			9,190
Balance at June 30, 2021		20,907	$	14,921		10,905	$	7,470		8,322	$	7,463		58,390	$	49,845		39,985	$	104,424	$	184,123		59,660	$	—	$	7,653	$	(129,559	)		4,794	$	(10,650	)	$	(132,556	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Offerpad Solutions Inc. | Second Quarter 2022 Form 10-Q | 6

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity (Deficit) (continued)


	Common Stock				Additional Paid in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2021		238,970	$	24	$	389,601		$	(132,056	)	$	257,569
Issuance of common stock upon exercise of stock options		7,993		1		4,540			—			4,541
Issuance of common stock upon vesting of restricted stock units		3		—		(3	)		—			(3	)
Stock-based compensation expense		—		—		4,028			—			4,028
Net income		—		—		—			52,546			52,546
Balance at June 30, 2022		246,966	$	25	$	398,166		$	(79,510	)	$	318,681


	Temporary Equity																						Stockholders’ (Deficit) Equity
	Series A Convertible Preferred Stock				Series A-1 Convertible Preferred Stock				Series A-2 Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Total Temporary		Common Stock				Additional Paid in		Accumulated			Treasury Stock					Total Stockholders’ (Deficit)
(in thousands) (Unaudited)	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Equity		Shares		Amount		Capital		Deficit			Shares		Amount			Equity
Balance at December 31, 2020		2,775	$	14,921		1,448	$	7,470		1,105	$	7,463		7,751	$	49,845		5,308	$	104,424	$	184,123		7,682	$	—	$	5,908	$	(138,516	)		636	$	(10,650	)	$	(143,258	)
Retroactive conversion of shares due to Business Combination		18,132		—		9,457		—		7,217		—		50,639		—		34,677		—		—		50,183		—		—		—			4,158		—			—
Balance at December 31, 2020, as converted		20,907		14,921		10,905		7,470		8,322		7,463		58,390		49,845		39,985		104,424		184,123		57,865		—		5,908		(138,516	)		4,794		(10,650	)		(143,258	)
Issuance of common stock upon exercise of stock options		—		—		—		—		—		—		—		—		—		—		—		1,584		—		375		—			—		—			375
Issuance of common stock upon early exercise of stock options		—		—		—		—		—		—		—		—		—		—		—		211		—		—		—			—		—			—
Vesting of early exercised stock options		—		—		—		—		—		—		—		—		—		—		—		—		—		107		—			—		—			107
Stock-based compensation expense		—		—		—		—		—		—		—		—		—		—		—		—		—		1,263		—			—		—			1,263
Net income		—		—		—		—		—		—		—		—		—		—		—		—		—		—		8,957			—		—			8,957
Balance at June 30, 2021		20,907	$	14,921		10,905	$	7,470		8,322	$	7,463		58,390	$	49,845		39,985	$	104,424	$	184,123		59,660	$	—	$	7,653	$	(129,559	)		4,794	$	(10,650	)	$	(132,556	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Offerpad Solutions Inc. | Second Quarter 2022 Form 10-Q | 7

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows


	Six Months Ended
	June 30,
($ in thousands) (Unaudited)	2022	2021
Cash flows from operating activities: