Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259790
PROSPECTUS
Offerpad Solutions Inc.
Up to 220,394,203 Shares of Class A Common Stock
Up to 8,366,667 Warrants
Up to 21,783,304 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
This prospectus relates to (i) the resale of 177,687,531 shares of Class A common stock, par value $0.0001 per share (the Class A Common
Stock) issued in connection with the Business Combination (as defined below) by certain of the securityholders named in this prospectus (each a Registered Holder and, collectively, the Registered Holders), including
14,816,236 shares of Class A Common Stock issuable upon the transfer or conversion of up to 14,816,236 shares of Class B common stock, par value $0.0001 per share, issued in connection with the Business Combination, (ii) the resale of
7,556,701 shares of Class A Common Stock issued in the PIPE Investment (as defined below) by certain of the Registered Holders, (iii) the resale of 5,000,000 shares of Class A Common Stock issued in a private placement pursuant to a
forward purchase agreement by certain of the Registered Holders, (iv) the resale of 8,366,667 shares of Class A Common Stock issuable upon the exercise of up to 8,366,667 private warrants and (v) the issuance by us of up to 21,783,304
shares of Class A Common Stock upon the exercise of outstanding warrants to purchase our Class A Common Stock (the Warrants). This prospectus also relates to the resale by the holders thereof of up to 6,700,000 of our
outstanding Warrants originally issued in a private placement in connection with the initial public offering of Supernova Partners Acquisition Company, Inc., a Delaware corporation (SPNV) and 1,666,667 of our outstanding Warrants
originally issued in a private placement pursuant to a forward purchase agreement. We will receive the proceeds from any exercise of any Warrants for cash.
We are registering the securities for resale pursuant to the Registered Holders registration rights under certain agreements between us and the
Registered Holders. Our registration of the securities covered by this prospectus does not mean that the Registered Holders will offer or sell any of the shares of Class A Common Stock or Warrants. The Registered Holders may offer, sell or
distribute all or a portion of their shares of Class A Common Stock or Warrants publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the Registered Holders may sell
the shares of Class A Common Stock or Warrants in the section entitled Plan of Distribution.
Our Class A Common Stock and Warrants
are listed on the New York Stock Exchange (NYSE) under the symbols OPAD and OPAD WS, respectively. On October 13, 2022, the closing price of our Class A Common Stock was $1.04, and the closing price for our
Warrants was $0.955 per warrant.
We will bear all costs, expenses and fees in connection with the registration of the shares of Class A Common Stock
and Warrants registered hereby. The Registered Holders will bear all commissions and discounts, if any, attributable to their sales of such shares of Class A Common Stock or Warrants.
Investing in shares of our Class
A Common Stock or warrants involves risks that are described in the Risk Factors section beginning on page 4 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this
prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus is October 14, 2022.