Offerpad Solutions Inc.

S-11 d27458ds1.htm S-1

As filed with the Securities and Exchange Commission on August 21, 2025

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Offerpad Solutions Inc.

(Exact name of registrant as specified in its charter)

433 S. Farmer Avenue, Suite 500

Tempe, Arizona 85281

**(844)388-4539 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Adam Martinez

Chief Legal Officer

433 S. Farmer Avenue, Suite 500

Tempe, Arizona 85281

**(844)388-4539 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Drew Capurro

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

**(714)540-1235 **

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time 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. ☐

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, anon-accelerated filer, 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.

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. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

Subject to Completion, dated August 21, 2025

PRELIMINARY PROSPECTUS

Up to 1,428,571 Shares of Class A Common Stock

This prospectus relates to the offer and resale from time to time by the selling stockholders named herein (the “Selling Stockholders”) named in this prospectus of up to an aggregate of 1,428,571 shares (the “Resale Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Offerpad Solutions Inc. issuable upon the exercise of outstanding warrants to purchase shares of Common Stock (the “Warrants”).

We will not receive any proceeds from any sale of the Resale Shares by the Selling Stockholders.

We are registering the Resale Shares pursuant to the Selling Stockholders’ registration rights set forth in the securities purchases agreement, dated July 24, 2025, pursuant to which the Selling Stockholders purchased the Warrants. Our registration of the Resale Shares does not mean that the Selling Stockholders will sell any of the securities offered hereby. The Selling Stockholders may offer and sell the Resale Shares in a number of different ways and at varying prices. We provide more information about how the Resale Shares may be sold in the section entitled “Plan of Distribution” beginning on page 15.

Our Common Stock is listed on the New York Stock Exchange under the symbol “OPAD.” On August 20, 2025, the last reported sale price of our Common Stock was $1.31 per share.

We are a “smaller reporting company” under federal securities laws and, as such, are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page 7 of this prospectus and any similar section contained in any applicable prospectus supplement concerning factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025