OfferPad, LLC entered into a non-binding term sheet to acquire Supernova Partners Acquisition Company, Inc. (NYSE:SPNV) from Millennium Management LLC, Empyrean Capital Partners, LP, Castle Creek Arbitrage, LLC, Weiss Asset Management LP, Citadel Advisors LLC, Supernova Partners LLC and others in a reverse merger transaction for $2.3 billion on February 12, 2021. OfferPad, LLC entered into a definitive merger agreement to acquire Supernova Partners Acquisition Company, Inc. in a reverse merger transaction on March 17, 2021. The business combination values Offerpad at a post-transaction equity value of approximately $3.0 billion. The transaction is expected to provide up to $650 million in gross cash proceeds to the combined company, including up to $403 million of cash held in Supernova's trust account from its initial public offering in October 2020, a fully committed $200 million common stock PIPE and a $50 million direct investment by affiliates of Supernova. Existing Offerpad shareholders will roll 100% of their equity into the combined company and are expected to own approximately 74.9% of the combined company at closing, SPNV's public stockholders will retain an ownership interest of approximately 13.4%, the PIPE Investors will own approximately 6.7% and the Sponsor and its affiliates will own approximately 5.0%. Offerpad's founder and Chief Executive Officer, Brian Bair, will receive high vote stock that is expected to represent approximately 35% of the voting power of the combined company. Upon completion of the transactions, and after payment of expected transaction expenses and paydown of certain of Offerpad's debt, Offerpad expects to add approximately $600 million of cash to the balance sheet to fund operations and support new and existing growth initiatives. When the transaction closes, the publicly traded company will be named Offerpad Solutions Inc. Upon closing, the combined company will remain listed on NYSE with its Class A common stock and warrants trading under the new ticker symbols, “OPAD” and “OPADWS”, respectively. The headquarters will be located at 2150 E German Rd, Suite 1, Chandler, AZ 85286. All of the executive officers of Offerpad will remain with Offerpad Solutions. In addition, certain individuals have each been nominated to serve as directors of Offerpad Solutions following completion of the business combination consisting of Brian Bair, Stephen Johnson, Michael Burnett, Benjamin Aronovitch, Katie Curnutte, Kenneth DeGiorgio, Alexander Klabin, Ryan O'Hara, Sheryl Palmer and Roberto Sella.

The transaction is subject to customary closing conditions, including, among others: (i) approval by Supernova's and Offerpad's 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 Offerpad's obligation to consummate the Transactions, Supernova having at least $250 million of available cash at the Closing. A meeting of shareholders of Supernova will be held on August 31, 2021. The transaction has been unanimously approved by the Boards of Directors of Offerpad and Supernova. The Supernova Board of Directors unanimously recommends that stockholders vote for the business combination. On April 30, 2021, the waiting period under the HSR Act expired. As of August 31, 2021, the transaction has been approved by stockholders of Supernova Partners Acquisition. The merger is expected to be completed in the second or early third quarter of 2021. As of August 12, 2021, the business combination will be consummated promptly following the SPNV special meeting which is set for August 31, 2021. That deal is expected to close on August 31, 2021.

J.P. Morgan Securities LLC is serving as exclusive financial advisor to Offerpad. Justin Hamill, Josh Dubofsky, Marc Jaffe, Drew Capurro, Lisa Watts, Michelle Carpenter, Jenna Cooper, Andra Troy, Meghan Cocci, Ghaith Mahmood, Jia Jia Huang, Jennifer Archie, Scott Ollivierre, Mandy Reeves, Peter Todaro and Joseph Simei of Latham & Watkins LLP serving as legal counsels to Offerpad. Jefferies LLC is serving as exclusive financial advisor to Supernova. J.P. Morgan Securities LLC and Jefferies LLC are serving as exclusive capital markets advisors to Supernova. Jonathan L. Corsico, Marisa Stavenas, Roxane Reardon, Michael Wolfson, Jonathan Goldstein, David Rubinsky, Christopher Brown, Lori Lesser, Krista Miniutti and Adeeb Fadil of Simpson Thacher & Bartlett LLP serving as legal counsels to Supernova. Jeffrey Karpf, Helena Grannis, Neil Markel, Ryan Yuffe and Jason Factor of Cleary Gottlieb Steen & Hamilton LLP represented Offerpad in the transaction. Skadden represented J.P. Morgan Securities LLC and Jefferies LLC as placement agents. Continental Stock Transfer & Trust Company acted as the transfer agent to Supernova as part of the transaction. Jefferies will be paid $10 million for financial advisory. Morrow & Co., LLC acted as proxy solicitor for Supernova and will receive a fee of $37,500.

OfferPad, LLC completed the acquisition of Supernova Partners Acquisition Company, Inc. (NYSE:SPNV) from Millennium Management LLC, Empyrean Capital Partners, LP, Castle Creek Arbitrage, LLC, Weiss Asset Management LP, Citadel Advisors LLC, Supernova Partners LLC and others in a reverse merger transaction on September 1, 2021. At the closing, each share of common stock and preferred stock of Offerpad that was issued and outstanding immediately prior to the effective time of the Merger (other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately 7.533 shares of Offerpad Solutions Inc. common stock and each option to purchase Offerpad's common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Offerpad Solutions Class A common stock. The newly formed company, named Offerpad Solutions Inc. Offerpad Solutions common stock and warrants are expected to begin trading on the New York Stock Exchange on September 2, 2021, under the symbols OPAD and OPADWS, respectively. Founder and CEO Brian Bair and Offerpad's management team will continue to lead the combined company. Brian Bair will also serve as Chairman of the Offerpad Solutions board of directors alongside Katie Curnutte, Ken DeGiorgio, Alexander Klabin, Ryan O'Hara, Sheryl Palmer and Roberto Sella. Offerpad Solutions expects to use proceeds of approximately $284 million from the transaction to accelerate market expansion, to invest in technology and product development, to pay transaction expenses and for other general corporate purposes including the repayment of indebtedness.