Filed by Supernova Partners Acquisition Company, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company:
Supernova
Partners Acquisition Company, Inc. (SEC File No.: 001-39641)
Date: August 18, 2021
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, Orchids Merger Sub, LLC, a Delaware limited liability company and
direct, wholly owned subsidiary of Supernova, and OfferPad, Inc., a Delaware corporation (Offerpad) relating to a proposed business combination transaction.
On August 18, 2021, Offerpad made available a replay of an investor call it conducted on August 16, 2021, a transcript of which is below.
Forward-Looking Statements
Certain
statements in the accompanying communication may be considered forward-looking statements. Forward-looking statements generally relate to future events or Offerpads future financial or operating performance. For example, statements regarding
Offerpads outlook for the third quarter and full year 2021, anticipated growth in the industry in which Offerpad operates, and the anticipated timing of the proposed business combination, are forward-looking statements. In some cases, you can
identify forward-looking statements 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 Offerpad and its management, 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 ability to respond to general economic conditions; the health of the U.S. residential real estate industry; the ability to grow
market share in existing markets or any new markets; the impact of the COVID-19 pandemic; the ability to manage growth effectively; the ability to accurately value and manage inventory, and to maintain an
adequate and desirable supply of inventory; the ability to