SPNV Supernova Partners Acquisition Company Inc

Reverse Stock Split

As previously disclosed, following the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”), the Board of Directors (the “Board”) of Offerpad Solutions Inc. (the “Company”) approved a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock, par value $0.0001 per share (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”). On June 12, 2023, the Company filed a certificate of amendment to its Third Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Class A Common Stock began trading on a split-adjusted basis at market open on June 13, 2023 under the existing symbol “OPAD” and new CUSIP number 67623L 307.

Additional Amendments to Certificate of Incorporation

As previously disclosed, Brian Bair, the Company’s Chief Executive Officer, notified the Board by letter dated January 31, 2023 of his intention to convert all shares of Class B Common Stock beneficially owned by him to an equivalent number of shares of Class A Common Stock, in accordance with our Certificate of Incorporation (the “Voluntary Class B Conversion”), immediately following the conclusion of the Annual Meeting. On June 8, 2023, following the conclusion of the Annual Meeting, Mr. Bair effected the Voluntary Class B Conversion.

Also as previously disclosed, in connection with the Voluntary Class B Conversion, the Board approved amendments to the Certificate of Incorporation to: (i) eliminate the authorization of and references to Class B Common Stock and Class C common stock, par value $0.0001 per share (“Class C Common Stock”), and make related technical, non-substantive and conforming changes (the “Class B/C Amendment”); (ii) revise the definition of the “Sunset Date” in the Certificate of Incorporation to mean the first date on which LL Capital Partners I, L.P. and Roberto Sella (and their respective affiliates) (collectively, the “Specified Holders”) cease to own, in the aggregate, 17.5% of the outstanding shares of the Company’s Common Stock; and (iii) provide that, prior to the Sunset Date, vacancies on the Board may be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, in addition to the stockholders (collectively, the “Amendments”). As described below, upon the recommendation of the Board, the Company’s stockholders approved the Amendments at the Annual Meeting. As a result of the Class B/C Amendment, the Company is no longer authorized to issue any shares of Class B Common Stock or Class C Common Stock.

On June 13, 2023, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware, at which point the Amendments became effective (the “Effective Time”). The Company subsequently filed a Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware incorporating the Amendments (the “Restated Certificate”). The Restated Certificate, along with a copy marked to show changes from the prior Certificate of Incorporation, are filed herewith as Exhibits 3.1 and 3.2, respectively. The above description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, which is incorporated herein by reference.

Amended and Restated Bylaws

On June 8, 2023, the Board also approved an amendment and restatement, of the Company’s bylaws (the “Amended and Restated Bylaws”) to: