Attached files

file filename
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 registrant’s 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
Latham & Watkins LLP
555 Eleventh Street, NW, Suite 1000

Washington, D.C. 20004
Telephone: (202) 637-2200

 

Ryan J. Maierson

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Telephone: (713) 546-5400

 

Gregg A. Noel

P. Michelle Gasaway
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
Telephone: (213) 687-5000

 

 

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 Registrant’s 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
Number

  

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 Registrant’s 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


SIGNATURES

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