SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2021
Supernova Partners Acquisition Company, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
4301 50th Street NW
Suite 300, PMB 1044
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Units, each consisting of one share of Class A common stock and one-third of one warrant||SPNV.U||The New York Stock Exchange|
|Class A common stock, par value $0.0001 per share||SPNV||The New York Stock Exchange|
|Warrants, each whole warrant exercisable for one share of
Class A common stock at an exercise price of $11.50 per share
|SPNV WS||The New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
|Item 1.01.|| |
Entry into a Material Definitive Agreement.
On March 17, 2021, Supernova Partners Acquisition Company, Inc., a Delaware corporation (Supernova), entered into an Agreement and Plan of Merger (the Merger Agreement) by and among Supernova, Orchids Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Supernova (First Merger Sub), Orchids Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Supernova (Second Merger Sub), and OfferPad, Inc., a Delaware corporation (Offerpad).
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 Offerpad Solutions, Inc.
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.
The value of the aggregate equity consideration to be paid to Offerpads stockholders and optionholders in the Transactions will be equal to $2,250,000,000 (the Equity Value). At the Closing, each share of common stock and preferred stock of Offerpad that is issued and outstanding immediately prior to the effective time of the First Merger (other than Excluded Shares, as defined in the Merger Agreement) will be cancelled and converted into the right to receive a number of shares of Supernova common stock equal to an exchange ratio determined by dividing the Equity Value by the Aggregate Fully Diluted Company Common Stock (as defined in the Merger Agreement).
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, Supernovas certificate of incorporation will be amended and restated to, among other things, (i) reclassify all outstanding shares of Supernovas 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 Brian Bair, the Chief Executive Officer and Founder of Offerpad, will be Class B shares, and will entitle Mr. Bair to the high vote for so long as certain specified conditions with respect to Mr. Bairs service to the business and ownership of shares continue to be met. Mr. Bairs Class B shares will provide him with approximately 35% of the voting power of the outstanding common stock of the post-Transaction company, assuming no redemptions by Supernovas stockholders.
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.
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 U.S. federal antitrust authorities), (iii) prohibitions on the parties soliciting alternative transactions, (iv) Supernova preparing and filing a registration statement on Form S-4 with the Securities and Exchange Commission (the SEC) and taking certain other actions to obtain the requisite approval of Supernovas stockholders to vote in favor of certain matters (the Supernova Stockholder Matters), including the adoption of the Merger Agreement and approval of the Transactions, at a special meeting to be called therefor (the Special Meeting), and (v) the protection of, and access to, confidential information of the parties.
Conditions to Closing
The consummation of the Transactions is subject to customary closing conditions, including, among others: (i) approval by Supernovas and Offerpads 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 $5,000,001 of net tangible assets as of the Closing, (v) receipt of approval for listing on the New York Stock Exchange of the shares of Supernova Class A common stock to be issued in connection with the Transactions, (vi) the effectiveness of the registration statement on Form S-4, (vii) the accuracy of the parties respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties respective covenants and other obligations and (viii) solely as relates to Offerpads obligation to consummate the Transactions, Supernova having at least $250,000,000 of available cash at the Closing.
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 September 17, 2021, (b) if a governmental entity has issued an order or taken any other action that is final and nonappealable and permanently enjoins or prohibits the Transactions, (c) in the event of certain uncured breaches by the other party or (d) if, at the Special Meeting, the Transactions and the other Supernova Stockholder Matters are not approved by the requisite holders of Supernovas outstanding shares of common stock; or (iii) by Supernova if Offerpad does not deliver approval of the Transactions by the requisite holders of its capital stock within seven days after the registration statement on Form S-4 is declared effective.
Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, Supernova, Supernova Partners LLC, a Delaware limited liability company and Supernovas sponsor (the Sponsor), Supernovas independent directors, certain former stockholders of Offerpad and the other parties thereto will enter into an amended and restated registration rights agreement (the Registration Rights Agreement), pursuant to which Supernova will agree to register for resale certain shares of its common stock and other equity securities that are held by the parties thereto from time to time.
PIPE Subscription Agreements
Concurrently with the execution of the Merger Agreement, certain investors (the PIPE Investors) entered into subscription agreements (the PIPE Subscription Agreements) pursuant to which the PIPE Investors have committed to purchase in a private placement 20,000,000 shares of Supernova Class A common stock (the PIPE Shares) at a purchase price of $10.00 per share and an aggregate purchase price of $200,000,000 (the PIPE Investment). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated concurrently with the Closing. The shares of Class A common stock to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration.
Forward Purchase Agreements
In connection with the closing of Supernovas initial public offering (the IPO), Supernova entered into forward purchase agreements pursuant to which Ancient 1604 LLC and 75 and Sunny LP, affiliates of Alexander M. Klabin and Spencer Rascoff, respectively, agreed to purchase Supernova Class A common stock in an aggregate amount equal to 5,000,000 shares of Supernovas common stock, plus an aggregate of 1,666,667 warrants to purchase one share of Class A common stock at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for one share of Class A common stock and one-third of one warrant, in a private placement that is conditioned upon, and will be consummated concurrently with, the Closing. The shares of Class A common stock and warrants to be issued pursuant to the Forward Purchase Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration
Sponsor Support Agreement
In connection with the execution of the Merger Agreement, Supernova entered into a sponsor support agreement (the Sponsor Support Agreement) with the Sponsor, Offerpad and Supernovas directors and officers. Pursuant to the Sponsor Support Agreement, the Sponsor and Supernovas directors and officers have, among other things, agreed to vote all of their shares of Supernova capital stock in favor of the approval of the Transactions. In addition, the Sponsor has agreed that 20% of its shares of Class B common stock issued in connection with the IPO (the Sponsor Shares) will be unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, (i) the volume weighted average price of Supernovas Class A common stock equals or exceeds $12.00 for any twenty trading days within a period of thirty consecutive trading days or (ii) there is a change of control of Supernova. Any Sponsor Shares that remain unvested after the fifth anniversary of the Closing will be forfeited. The Sponsor Support Agreement will terminate upon the termination of the Merger Agreement if the Closing does not occur.
Offerpad Holders Support Agreement
In connection with the execution of the Merger Agreement, Supernova entered into a support agreement (the Offerpad Holders Support Agreement) with Offerpad and certain stockholders of Offerpad pursuant to which such stockholders have, among other things, agreed to vote to adopt and approve, upon the registration statement on Form S-4 being declared effective, the Merger Agreement and all other documents and transactions contemplated thereby. The Offerpad Holders Support Agreement will terminate upon the termination of the Merger Agreement if the Closing does not occur.
Certain Transfer Restrictions
Additionally, Offerpad stockholders will be subject to certain restrictions on transfer with respect to the shares of Supernova common stock issued as part of the merger consideration (the Lock-Up Shares) pursuant to the form of bylaws to be adopted by Supernova immediately prior to the Closing. Such restrictions begin at Closing and end on the date that is the earlier of (A) 180 days after the Closing and (B)(i) with respect to 33% of the Lock-Up Shares if the closing price of the Supernova common stock equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least 30 days following the Closing and (ii) with respect to an additional 50% of the Lock-Up Shares if the closing price of the Supernova common stock equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 30 days following the Closing.
The foregoing descriptions of the Merger Agreement, Registration Rights Agreement, PIPE Subscription Agreements, Sponsor Support Agreement and the Offerpad Holders Support Agreement and the transactions contemplated thereunder are not complete and are qualified in their entirety by reference to the respective agreements, copies of which are respectively filed as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K, and each of which is incorporated herein by reference. The aforementioned agreements and the foregoing descriptions thereof have been included to provide investors and stockholders with information regarding the terms of such agreements. They are not intended to provide any other factual information about the parties to the respective agreements. The respective representations, warranties and covenants contained in such agreements were made only as of specified dates for the purposes of each such agreement, were solely for the benefit of the parties to each such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the respective representations, warranties and covenants contained in each such agreement and discussed in the respective foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and, with respect to the Merger Agreement, are also qualified in important part by confidential disclosure schedules delivered by the parties to each other in connection with the Merger Agreement. Investors and stockholders are not third-party beneficiaries under the Merger Agreement or other foregoing agreements except as expressly contemplated therein. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement and each such other agreement, which subsequent information may or may not be fully reflected in the parties public disclosures.
|Item 3.02|| |
Unregistered Sales of Equity Securities.
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 March 18, 2021, Supernova and Offerpad issued a press release announcing the Transactions. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation dated March 2021 that will be used by Supernova in meetings with certain of its stockholders as well as other persons with respect to the proposed Transactions, as described in this Current Report on Form 8-K.
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.
|2.1||Agreement and Plan of Merger, dated as of March 17, 2021, by and among Supernova Partners Acquisition Company, Inc., Orchids Merger Sub, Inc., Orchids Merger Sub, LLC, and OfferPad, Inc.|
|10.1||Form of Registration Rights Agreement.|
|10.2||Form of PIPE Subscription Agreement.|
|10.3||Sponsor Support Agreement, dated as of March 17, 2021, by and among Supernova Partners Acquisition Company, Inc., OfferPad, Inc., Supernova Partners LLC and certain other parties thereto.|
|10.4||OfferPad Holders Support Agreement, dated as of March 17, 2021, by and among Supernova Partners Acquisition Company, Inc., OfferPad, Inc. and certain other parties thereto.|
|99.1||Joint Press Release of Supernova Partners Acquisition Company, Inc. and OfferPad, Inc., dated March 18, 2021.|
|99.2||Investor Presentation of Supernova Partners Acquisition Company, Inc., dated March, 2021.|
Important Information About the Transaction and Where to Find It
Supernova intends to file with the SEC a registration statement on Form S-4 (the Form S-4), which will include a preliminary proxy statement/prospectus in connection with the Transactions and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. Supernovas stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Supernovas solicitation of proxies for its stockholders meeting to be held to approve the Transactions because the proxy statement/prospectus will contain important information about Supernova, Offerpad and the Transactions. The definitive proxy statement/prospectus will be mailed to stockholders of Supernova as of a record date to be established for voting on the Transactions. Stockholders will also be able to obtain copies of the Form S-4 and the proxy statement/prospectus, without charge, once available, at the SECs website at www.sec.gov or by directing a request to Supernova Partners Acquisition Company, Inc., 4301 50th Street NW, Suite 300, PMB 1044, Washington, DC 20016.
Participants in the Solicitation
Supernova, Offerpad and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of Supernovas 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 SEC in connection with the Transactions, as these materials will contain important information about Offerpad, Supernova and the Transactions. Information regarding Supernovas directors and officers and a description of their interests in Supernova is contained in Supernovas
prospectus dated October 22, 2020 relating to its initial public offering. Additional information regarding the participants in the proxy solicitation, including Offerpads directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Form S-4 and the definitive proxy statement/prospectus for the Transactions when available. Each of these documents is, or will be, available at the SECs website or by directing a request to Supernova as described above under Important Information About the Transaction and Where to Find It.
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; Offerpads 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 Offerpads business; and other risks and uncertainties set forth in the section entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in Supernovas final prospectus dated October 22, 2020 relating to its initial public offering.
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.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Supernova Partners Acquisition Company, Inc.|
|Date: March 18, 2021||By:|
|Name:||Michael S. Clifton|
|Title:||Chief Financial Officer|