Offerpad Solutions Inc.-美国上市招股说明书（2026年3月11日版）

Offerpad Solutions Inc. Up to 1,428,571 Shares of ClassA common stock This prospectus relates to the offer and resale from time to time by the selling stockholders named in this prospectus (each a “Selling Stockholder” and,collectively, the “Selling Stockholders”) of up to an aggregate of 1,428,571 (the “Resale Shares”) shares of ClassA common stock, par value $0.0001 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 purchase agreement (the“Purchase Agreement”), dated July24, 2025, pursuant to which the Selling Stockholders purchased the Warrants. Our registration of the Resale Sharesdoes not mean that the Selling Stockholders will sell any of the Resale Shares offered hereby. The Selling Stockholders may offer and sell the Resale Our ClassA common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “OPAD.” On March 10, 2026, the closing priceof our ClassA common stock was $0.77. We will bear all costs, expenses and fees in connection with the registration of the Resale Shares registered hereby. The Selling Stockholders will bearall commissions and discounts, if any, attributable to their sales of such Resale Shares. 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 “RiskFactors” beginning on page5 ofthis prospectus and any similar section contained in any applicable prospectus supplement concerning factors youshould 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 passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIESSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf”registration process. By using a shelf registration statement, the Selling Stockholders named in this prospectus may, from time to time, sell the securitiesdescribed in this prospectus from time to time in one or more offerings as described in this prospectus. To the extent necessary, each time that the SellingStockholders offer and sell securities, we or the Selling Stockholders may provide a prospectus supplement to this prospectus that contains specificinformation about the securities being offered and sold and the specific terms of that offering. To the extent permitted by law, we may also authorize oneor more free writing prospectuses that may contain material information relating to these offerings. Such prospectus supplement or free writingprospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than thosecontained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we havereferred you. Neither we nor the Selling Stockholders take any responsibility for, nor provide any assurance as to the reliability of, any other informationthat others may give you. Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale isnot permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, marketdata and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although webelieve these sources are reliable, neither we nor the Selling Stockholders guarantee the accuracy or completeness of this information and neither we northe Selling Stockholders have independently verified this information. In addition, the market and industry data and forecasts that may be included orincorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions As used in this prospectus, unless otherwise indicated or the context otherwise requires, the terms “we,” “our,” “us,” “Offerpad” and the “Com