Attached files
file | filename |
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EX-23.1 - EX-23.1 - Offerpad Solutions Inc. | d157572dex231.htm |
EX-5.1 - EX-5.1 - Offerpad Solutions Inc. | d157572dex51.htm |
As filed with the Securities and Exchange Commission on October 20, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Supernova Partners Acquisition Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 6770 | 85-2800538 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
4301 50th Street NW
Suite 300 PMB 1044
Washington, D.C. 20016
Telephone: (202) 918-7050
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Robert D. Reid
Chief Executive Officer
4301 50th Street NW
Suite 300 PMB 1044
Washington, D.C. 20016
Telephone: (202) 918-7050
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Patrick H. Shannon Jason M. Licht Washington, D.C. 20004 |
Ryan J. Maierson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 Telephone: (713) 546-5400 |
Gregg A. Noel P. Michelle Gasaway |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-249053)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Security Being Registered | Amount Being Registered |
Proposed Maximum Offering Price per Security(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee | ||||
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant(2) |
5,750,000 Units | $10.00 | $57,500,000 | $6,273.25 | ||||
Shares of Class A common stock included as part of the units(3) |
5,750,000 Shares | | | (4) | ||||
Redeemable warrants included as part of the units(3) |
1,916,667 Warrants | | | (4) | ||||
Total |
$57,500,000 | $6,273.25(5) | ||||||
| ||||||||
|
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 750,000 units, consisting of 750,000 shares of Class A common stock and 250,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-249053), which was declared effective by the Securities and Exchange Commission on October 20, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $57,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters over-allotment option. |
This Registration Statement shall become
effective upon filing with the Securities and Exchange Commission in accordance with
Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with respect to the registration of 5,750,000 additional units of Supernova Partners Acquisition Company, Inc. (the Registrant), each consisting of one share of Class A common stock and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1, including 750,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. Pursuant to Rule 462(b), the Registrant hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-249053) declared effective on October 20, 2020 by the Securities and Exchange Commission (the Commission), including all exhibits thereto.
The required opinion and consents are listed in Part II, Item 16 of this Registration Statement and filed herewith.
PART II
Information Not Required in Prospectus
Item 16. Exhibits
The following documents are filed as exhibits to this Registration Statement, and all other exhibits previously filed as exhibits to the Registrants Registration Statement on Form S-1, as amended (File No. 333-249053), are incorporated by reference into, and shall be deemed to be a part of, this filing.
Exhibit |
Description of Exhibit | |
5.1 | Opinion of Latham & Watkins LLP | |
23.1 | Consent of Marcum LLP | |
23.3 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
24.1* | Power of Attorney |
* | Previously filed on the signature page to the Registrants Registration Statement on Form S-1, as amended (File No. 333-249053) filed with the Securities and Exchange Commission on October 13, 2020 and incorporated by reference herein. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 20th day of October, 2020.
SUPERNOVA PARTNERS ACQUISITION COMPANY, INC. | ||
By: | /s/ Robert D. Reid | |
Robert D. Reid Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
Signature |
Title |
Date | ||
/s/ Spencer M. Rascoff Spencer M. Rascoff |
Co-Chair |
October 20, 2020 | ||
/s/ Alexander M. Klabin Alexander M. Klabin |
Co-Chair |
October 20, 2020 | ||
/s/ Robert D. Reid Robert D. Reid |
Chief Executive Officer and Director (Principal Executive Officer) |
October 20, 2020 | ||
/s/ Michael S. Clifton Michael S. Clifton |
Chief Financial Officer (Principal Financial and Accounting Officer) |
October 20, 2020 |