As filed with the Securities and Exchange Commission on February 25, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Offerpad Solutions Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 85-2800538 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
433 S. Farmer Avenue, Suite 500
Tempe, Arizona 85281
(Address of Principal Executive Offices) (Zip Code)
Offerpad Solutions Inc. 2021 Incentive Award Plan
(Full Title of the Plan)
Benjamin Aronovitch
Chief Legal Officer
433 S. Farmer Avenue, Suite 500
Tempe, Arizona 85281
(Name and Address of Agent For Service)
(844) 388-4539
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Justin Hamill
Jenna Cooper
Drew Capurro
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 741,127 shares of Offerpad Solutions Inc.’s (the “Registrant”) Class A common stock, $0.0001 par value (the “Class A Common Stock”) that were automatically added on January 1, 2025 to the number of shares authorized for issuance under the Offerpad Solutions Inc. 2021 Incentive Award Plan (the “2021 Incentive Award Plan”) pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of Class A Common Stock authorized for issuance thereunder. The additional shares registered pursuant to the 2021 Incentive Award Plan are of the same class as other securities relating to the 2021 Incentive Award Plan, for which a registration statement filed on Form S-8 by the Registrant is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The information contained in the Registrant’s registration statements on Form S-8 (SEC File Nos. 333-260879 and 333-277415) relating to the 2021 Incentive Award Plan is hereby incorporated by reference.
Item 8. Exhibits.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on the 25th day of February, 2025.
| Offerpad Solutions Inc. | ||
| By: | /s/ Brian Bair | |
| Brian Bair | ||
| Chief Executive Officer and Chairman of the Board | ||
We, the undersigned officers and directors of Offerpad Solutions Inc., hereby severally constitute and appoint Brian Bair and Peter Knag, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for them and in their name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 indicated below on the 25th day of February, 2025.
| Name | Title | |
| /s/ Brian Bair Brian Bair |
Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | |
| /s/ Peter Knag Peter Knag |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Katie Curnutte Katie Curnutte |
Director | |
| /s/ Kenneth DeGiorgio Kenneth DeGiorgio |
Director | |
| /s/ Ryan O’Hara Ryan O’Hara |
Director | |
| /s/ Sheryl Palmer Sheryl Palmer |
Director | |
| /s/ Roberto Sella Roberto Sella |
Director | |