WASHINGTON, June 2, 2021 /PRNewswire/ -- Supernova Partners
Acquisition Company, Inc. (NYSE: SPNV) (the "Company," "Supernova,"
"us" or "our") announced today that, on May
25, 2021, it received a notice ("Notice") from the New York
Stock Exchange (the "NYSE") indicating that it was not in
compliance with NYSE continued listing requirements under the
timely filing criteria established in Section 802.01E of the NYSE
Listed Company Manual as a result of its failure to timely file the
Form 10-Q for the fiscal quarter ended March
31, 2021 (the "Form 10-Q"). The Rule requires listed
companies to timely file all required periodic financial reports
with the Securities and Exchange Commission ("SEC"). The Notice has
no immediate effect on the listing or trading of the Company's
securities on the NYSE.
On April 12, 2021, the Acting
Director of the Division of Corporation Finance and Acting Chief
Accountant of the SEC together issued a statement regarding the
accounting and reporting considerations for warrants issued by
special purpose acquisition companies entitled "Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by
Special Purpose Acquisition Companies" (the "SEC Statement"). As
result of the SEC Statement, the Company's management reevaluated
the accounting treatment of (i) the redeemable warrants that were
included in the units issued by the Company in its initial public
offering, (ii) the redeemable warrants that were issued in a
private placement (collectively, the "Warrants"), and (iii) the
forward purchase agreements. As reported by the Company in its Form
12b-25 filed with the SEC on May 17,
2021, given the scope of the process for evaluating the
impact of the SEC Statement on the Company's financial statements,
the Company was unable to file the Form 10-Q within the prescribed
time period without unreasonable effort or expense. The Company has
filed the Form 10-Q with the SEC on May 28,
2021.
Forward-Looking Statements
Certain statements in this press release may be considered
forward-looking statements. Forward-looking statements generally
relate to future events and can be identified 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 Supernova and its
management, and 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 successfully
launch new product and service offerings, and to manage, develop
and refine the technology platform; and other risks and
uncertainties set forth in the sections entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in the
registration statement on Form S-4 and proxy statement/prospectus
discussed below and other documents filed by Supernova from time to
time with the SEC.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Supernova
nor Offerpad undertakes any duty to update these forward-looking
statements.
Additional Information and Where to Find It
Supernova has filed a registration statement on
Form S-4 with the Securities and Exchange Commission (the
"SEC"), which includes a proxy statement/prospectus, that will be
both the proxy statement to be distributed to holders of
Supernova's common stock in connection with its solicitation of
proxies for the vote by Supernova's stockholders with respect to
the proposed business combination and other matters as described in
the registration statement, as well as the prospectus relating to
the offer and sale of the securities to be issued in the business
combination. After the registration statement is declared
effective, Supernova will mail a definitive proxy
statement/prospectus and other relevant documents to its
stockholders. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. Supernova's stockholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus included in the registration statement and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the proposed business
combination, as these materials will contain important information
about Offerpad, Supernova and the business combination. When
available, the definitive proxy statement/prospectus and other
relevant materials for the proposed business combination will be
mailed to stockholders of Supernova as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement, the definitive proxy statement and other documents
filed with the SEC, without charge, once available, at the SEC's
website at www.sec.gov, or by directing a request to Supernova's
secretary at 4301 50th Street NW, Suite 300 PMB 1044, Washington, D.C. 20016,
(202) 918-7050.
Participants in the Solicitation
Supernova and its directors and executive officers may be deemed
participants in the solicitation of proxies from Supernova's
stockholders with respect to the proposed business combination. A
list of the names of those directors and executive officers and a
description of their interests in Supernova is contained in
Supernova's registration statement on Form S-4, which is
available free of charge at the SEC's website at www.sec.gov. To
the extent such holdings of Supernova's securities may have changed
since that time, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Offerpad and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Supernova in connection with the proposed business
combination. A list of the names of those directors and executive
officers and information regarding their interests in the proposed
business combination is contained in Supernova's registration
statement on Form S-4, which is available free of charge
at the SEC's website at www.sec.gov.
No Offer or Solicitation
This press release does not constitute (i) a solicitation
of a proxy, consent or authorization with respect to any securities
or in respect of the proposed business combination or (ii) an
offer to sell, a solicitation of an offer to buy, or a
recommendation to purchase any security of Supernova, Offerpad, or
any of their respective affiliates.
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SOURCE Supernova Partners Acquisition Company, Inc.
