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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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OFFERPAD SOLUTIONS INC. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
67623L109 (CUSIP Number) |
Scott Powers 2400 Market Street, Suite 302 Philadelphia, PA, 19103 (267) 298-5495 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 67623L109 |
| 1 |
Name of reporting person
LL Capital Partners I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
866,372.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Based on 30,583,561 shares of Class A Common Stock, $0.0001 par value per share ("Common Stock") outstanding as of August 18, 2025, as disclosed in the Issuer's prospectus supplement Filed pursuant to Rule 424(b)(3), Registration No. 333-289758, dated September 2, 2025.
SCHEDULE 13D
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| CUSIP No. | 67623L109 |
| 1 |
Name of reporting person
SIF V, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 67623L109 |
| 1 |
Name of reporting person
LLCP I SLP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
931,385.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Based on 30,583,561 shares of Class A Common Stock, $0.0001 par value per share ("Common Stock") outstanding as of August 18, 2025, as disclosed in the Issuer's prospectus supplement Filed pursuant to Rule 424(b)(3), Registration No. 333-289758, dated September 2, 2025.
SCHEDULE 13D
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| CUSIP No. | 67623L109 |
| 1 |
Name of reporting person
LLSO SLP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,012.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Based on 30,583,561 shares of Class A Common Stock, $0.0001 par value per share ("Common Stock") outstanding as of August 18, 2025, as disclosed in the Issuer's prospectus supplement Filed pursuant to Rule 424(b)(3), Registration No. 333-289758, dated September 2, 2025.
SCHEDULE 13D
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| CUSIP No. | 67623L109 |
| 1 |
Name of reporting person
Roberto Sella | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,903,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 30,583,561 shares of Class A Common Stock, $0.0001 par value per share ("Common Stock") outstanding as of August 18, 2025, as disclosed in the Issuer's prospectus supplement Filed pursuant to Rule 424(b)(3), Registration No. 333-289758, dated September 2, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
OFFERPAD SOLUTIONS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
433 S. Farmer Avenue, Suite 500, Tempe,
ARIZONA
, 85281. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends the Schedule 13D filed on September 13, 2021 (the "Original Filing") as amended by the Amendment No. 1 filed on February 3, 2023 ("Amendment No. 1" and together with the Original File and Amendment No. 2, the "Schedule 13D"). Except as otherwise specified in this Amendment No. 2, all items in the Original Schedule 13D, as amended by the Prior Amendment, are unchanged. All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendment. | ||
| Item 2. | Identity and Background | |
| (a) | The entities and persons filing this statement (collectively, the "Reporting Persons") are:
LL Capital Partners I, L.P.
LLCP I SLP, L.P.
SIF V, LLC
LLSO SLP, LLC
Roberto Sella
LL Capital Partners I, L.P. ("LL Capital"), a Delaware limited partnership, directly owns 866,372 shares of Common Stock. SIF V, LLC, a Delaware limited liability company, directly owns 0 shares of Common Stock. LLCP I SLP, L.P., a Delaware limited partnership and limited partner of LL Capital, directly owns 931,385 shares of Common Stock. LLSO SLP, LLC, a Delaware limited liability company and limited partner of LL Capital, directly owns 16,012 shares of Common Stock. LLCP I GP, LLC is the general partner of LL Capital and exercises voting and dispositive power over the shares held by LL Capital. LLCP I SLP GP, LLC is the general partner of LLCP I SLP, L.P., and exercises voting and dispositive power over the shares held by LLCP I SLP, L.P. Roberto Sella is the sole manager of LLCP I GP, LLC, managing member of LLCP I SLP GP, LLC, and sole member of LLCP I SLP, L.P. and LLSO SLP, LLC, and may be deemed to have voting and dispositive power over the shares held by the foregoing persons. Collectively, the reporting persons hold approximately 18.7% of the issued and outstanding Common Stock. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and restated as follows:
On September 30, 2025, LL Capital Partners I, L.P. SIF V, LLC each completed an in-kind distribution of 5,312,646 shares of Common Stock of the Issuer and 504,313 shares of Common Stock of the Issuer, respectively to the limited partners of LL Capital Partners I, L.P. and SIF V, LLC. Following this distribution, SIF V, LLC holds no shares of Common Stock of the Issuer. The distribution by LL Capital Partners I, L.P. included 931,385 shares to LLCP I SLP, L.P., 16,012 shares to LLSO SLP, LLC, and 764,858 shares to Roberto Sella. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3 of this amendment, are incorporated by reference into this Item 5.
Except as specifically stated herein, the filing of this Schedule 13D shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D or a member of a "group" with any other person. | |
| (b) | The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3 of this amendment, are incorporated by reference into this Item 5. | |
| (c) | On September 30, 2025, LL Capital Partners I, L.P. SIF V, LLC each completed an in-kind distribution of 5,312,646 shares of Common Stock of the Issuer and 504,313 shares of Common Stock of the Issuer, respectively to the limited partners of LL Capital Partners I, L.P. and SIF V, LLC. Following this distribution, SIF V, LLC holds no shares of Common Stock of the Issuer. The distribution by LL Capital Partners I, L.P. included 931,385 shares to LLCP I SLP, L.P., 16,012 shares to LLSO SLP, LLC, and 764,858 shares to Roberto Sella. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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