Frequently Asked Questions
- What is the purpose of the Notice?
- What is this case about?
- How do I know if I am affected by the Settlement?
- What are the terms of the Settlement?
- What are the Parties' Reasons for the Settlement?
- How much will my payment from the Settlement be?
- What will happen if the Settlement is approved? What Claims will the Settlement Release?
- How will Class Counsel be paid?
- Do I have to Come to the Hearing?
- When and where will the Settlement Hearing be held?
- May I speak at the Hearing if I do not like the Settlement?
- What must be included with the written objection?
- Can I see the court file? Whom should I contact if I have questions?
- What if I held stock on someone else’s behalf?
-
What is the purpose of the Notice?
The purpose of the Notice is to notify Class Members of the existence of the Action and the terms of the proposed Settlement. The Notice is also being provided to inform Class Members of a hearing that the Court has scheduled to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation for the Settlement proceeds, and the application by Class Counsel for a Fee and Expense Award in connection with the Settlement (the “Settlement Hearing”). See FAQ 9 for details about the Settlement Hearing, including the location, date, and time of the hearing.
The Court directed that the Notice be disseminated to the Class. If you are a Class Member, you have a right to know about your options before the Court rules on the proposed Settlement. Additionally, you have the right to understand how the Action and the proposed Settlement generally affect your legal rights.
Please Note: The Court may approve the proposed Settlement with such modifications as the Parties may agree to, if appropriate, without further notice to the Class.
The issuance of the Notice is not an expression by the Court of any findings of fact or any opinion concerning the merits of any claims in the Action, and the Court has not yet decided whether to approve the Settlement. If the Court approves the Settlement and it becomes final, then payments to Eligible Class Members will be made after the date the Judgment becomes final (the “Effective Date”).
PLEASE NOTE: Receipt of the Summary Notice or the Notice does not necessarily mean that you are a Class Member or an Eligible Class Member or that you will be entitled to receive a payment from the Settlement.
Back To Top -
What is this case about?
THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. THE COURT HAS MADE NO FINDINGS WITH RESPECT TO THE FOLLOWING MATTERS, AND THESE RECITATIONS SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES.
Factual Background
On August 31, 2020, Supernova, a special purpose acquisition company (“SPAC”), was incorporated in Delaware for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. On October 23, 2020, Supernova consummated its initial public offering (“IPO”) of 40,250,000 units (“Public Units”), including 5,250,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of Supernova’s Class A common stock and one-third of one warrant, each whole warrant to purchase one share of Supernova’s Class A Common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $402,500,000. Simultaneously with the consummation of the IPO, Supernova consummated the private placement of 6,700,000 warrants at a price of $1.50 per warrant, generating total proceeds of $10,050,000. Offering costs amounted to approximately $22.8 million, inclusive of an underwriting discount of approximately $8.1 million and deferred underwriting commissions of approximately $14.1 million.
Following the consummation of the Supernova IPO, $402,500,000 was deposited into a United States based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee. On March 17, 2021, Supernova, Orchids Merger Sub, Inc. (“First Merger Sub”), Orchids Merger Sub, LLC (“Second Merger Sub”), and Legacy Offerpad entered into a merger agreement (the “Merger Agreement”), pursuant to which First Merger Sub merged with and into Legacy Offerpad, with Legacy Offerpad being the surviving company as a wholly owned subsidiary of Supernova. Legacy Offerpad then merged with and into Second Merger Sub, with Second Merger Sub being the surviving company as a wholly owned subsidiary of Supernova.
On August 12, 2021, Supernova filed the Form 424B3 with the Securities and Exchange Commission (“SEC”) concerning the Merger (proxy together with any preliminary proxy filings, as well as any amendments or supplements thereto, the “Proxy”), which was mailed to Supernova stockholders on or about August 12, 2021. The Proxy informed stockholders of a special meeting to be held on August 31, 2021 (the “Special Meeting”), at which Supernova stockholders would vote whether to approve the Merger and related transactions. The Proxy also informed stockholders that the deadline for them to redeem their shares in connection with the Merger was on August 27, 2021 (the “Redemption Deadline”).
Prior to the Special Meeting, the holders of 36,862,087 shares of Supernova Class A Common Stock exercised their right to redeem those shares. Approximately 3,380,000 redemption-eligible shares were unredeemed. On August 31, 2021, Supernova stockholders voted to approve the Merger and related transactions. On September 1, 2021, the Merger and related transactions were consummated (the “Closing”). Following the Closing, Supernova was renamed Offerpad Solutions, Inc. Supernova common stock and warrants began trading on NYSE under the ticker symbols “OPAD” and “OPADW,” respectively.
On July 2, 2024, Plaintiff sent Offerpad a books-and-records demand, pursuant to 8 Del. C. § 220, to investigate the Merger and potential breaches of fiduciary duty.
Plaintiff Commences The Action
On August 26, 2024, Plaintiff commenced this action against Defendants on behalf of himself and similarly situated current and former Company stockholders, by filing a Verified Stockholder Class Action Complaint (“Complaint”) in the Court of Chancery of the State of Delaware bearing the caption Terry Jandreau v. Alexander Klabin, et al., C.A. No. 2024-0887-PAF (the “Action”). The Complaint alleged that the Defendants breached their fiduciary duties, including by soliciting the Merger with the Proxy that the Complaint alleged to be materially misleading. First, the Complaint alleged that the Proxy was materially misleading because it claimed that Supernova common stock was worth $10 when it actually had less than $7.75 in net-cash per share. Second, the Complaint alleged that the Proxy was materially misleading because the projections for Legacy Offerpad were unrealistically optimistic. The Complaint also alleged that Michael Burnett and Brian Bair aided and abetted the Defendants’ breaches of their fiduciary duties. On September 19, 2024, the Court entered the Stipulation and Order for Interim Stay of Action, staying the Action to allow Offerpad to produce certain books and records pursuant to Plaintiff’s 8 Del. C. § 220 demand and for the parties to explore the potential resolution of the claims.
On February 24, 2025, the Court entered the Stipulation and Order to Dismiss Certain Defendants Pursuant to Rules 23(f) and 41(a)(1), which, inter alia, dismissed Michael Burnett and Brian Bair from the Complaint without prejudice. On March 19, 2025, Plaintiff served Defendants with requests for document production and interrogatories. Starting in May 2025, the Parties negotiated the terms of a potential settlement through Jed Melnick of JAMS (the “Mediator”), including a full-day mediation on May 22, 2025 (the “Mediation”). The Parties did not reach agreement on a settlement at the Mediation, but thereafter continued to negotiate through the Mediator. On June 30, 2025, Plaintiff filed a Notice Lifting the Stay with the Court. Thereafter, the Parties met and conferred concerning a potential stipulated scheduling order.
After substantial negotiations concerning a case schedule, the Parties reached an impasse. The primary source of the Parties’ disagreement was the timing of certain discovery deadlines and the filing of a class certification motion and briefs. Thereafter, Plaintiff prepared a Motion to Set Case Schedule, which was filed on August 4, 2025. On August 5, 2025, Defendants filed their Opposition to Plaintiff’s Motion to Set Case Schedule. Also, on August 5, 2025, Plaintiff served a subpoena duces tecum on J.P. Morgan Securities LLC. On August 6, 2025, Plaintiff filed his Reply in Support of His Motion to Set Case Schedule. On August 12, 2025, the Court entered a Case Schedule.
On August 15, 2025, Defendants filed their Answer to the Verified Stockholder Class Action Complaint. In their Answer, Defendants responded to the allegations in the Complaint in the ordinary course. For example, Defendants disputed certain allegations concerning the Prospectus’s disclosure of Supernova’s net cash per share, whether 3,387,913 shares could have been redeemed before the Merger, and the extent to which Offerpad’s results tracked its Merger projections. Additionally, Defendants raised the following affirmative defenses: (i) Plaintiff failed to state a claim; (ii) Defendants satisfied their fiduciary duties; (iii) the Merger was entirely fair; (iv) the Complaint failed to identify any material undisclosed fact; (v) the Company’s exculpatory charter provision bars Plaintiff’s claims; (vi) the business judgment rule applies to the Merger; (vii) Defendants relied in good faith upon their advisors; (viii) the Class did not suffer any damages; and (ix) the Class is overbroad.
On September 3, 2025, Defendants served Plaintiff with their (i) First Requests for Production of Documents to Plaintiff; (ii) First Set of Interrogatories Directed to Plaintiff; (iii) Responses and Objections to Plaintiff’s First Requests for the Production of Documents Directed to the Defendants; and (iv) Defendants' Responses and Objections to Plaintiff’s First Set of Interrogatories Directed to the Defendants. On September 18, 2025, Plaintiff served subpoenas duces tecum and ad testificandum on Offerpad Solutions, Inc., 75 and Sunny LP, and Ancient 1604, LLC. On September 19, 2025, Defendants filed a Motion to Bifurcate the Proceedings, in which Defendants requested that the Court stay other proceedings while the Parties litigate damages issues. On October 10, 2025, Plaintiff filed his Opposition to Defendants’ Motion to Bifurcate the Proceedings. Also on this day, Plaintiff served Responses and Objections to Defendants First Request for the Production of Documents to Plaintiff and Responses and Objections to Defendants First Set of Interrogatories to Plaintiff. On October 10, 2025, Defendants filed a Motion for Leave to File an Amended Answer and Affirmative Defense in an effort to seek Judgment on the Pleadings. Defendants’ motion indicated that they sought to add the affirmative defense that Plaintiff’s claims are barred by laches, due to the Court’s motion to dismiss decision in Reilly v. Horn, 2025 WL 2781735 (Del. Ch. Sept. 30, 2025). On October 13, 2025, as a result of arm’s-length negotiations conducted through the Mediator, the Parties reached an agreement in principle to settle the Action, the definitive terms of which are reflected in this Stipulation.
On July 27, 2026, the Court entered a Scheduling Order directing that this Notice of the Settlement be provided to potential Class Members, and scheduling the Settlement Hearing to, among other things, consider whether to grant final approval of the Settlement.
Back To Top -
How do I know if I am affected by the Settlement?
If you are a member of the Class, you are subject to the Settlement. The Class preliminary certified by the Court solely for purposes of the Settlement consists of:
All Persons who held shares of Supernova Partners Acquisition Company, Inc. Class A Common Stock as of 5:00 PM EDT on August 27, 2021 (the “Redemption Deadline”), either of record or beneficially, and who did not redeem all of their shares, including their successors in interest who obtained their shares by operation of law, but excluding the Excluded Persons (as defined below).
PLEASE NOTE: The Class is a non-opt-out settlement class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.
“Eligible Class Members” means those Class Members who held Eligible Shares, i.e., holders of Supernova Class A Common Stock who had the right to but did not exercise their redemption rights by the Redemption Deadline as to all or some of their shares of Class A Common Stock held by them in connection with the Merger.
“Eligible Shares” means shares of Supernova Class A Common Stock owned by Class Members immediately after the Redemption Deadline that were not submitted for redemption in connection with the Merger
“Excluded Persons” are (a) Defendants; (b) members of the immediate family of any Individual Defendant; (c) any person who was an officer, director, or partner of any Defendant, and any members of their immediate family; (d) any parent, subsidiary, or affiliate of Defendants; (e) any entity in which any Defendant or any other excluded person or entity has, or had, a controlling interest; (f) affiliates, heirs, estates, trusts, successors, or assigns of any such excluded persons or entities; and (g) accounts that held Supernova stock for the benefit of any such excluded persons or entities.
Back To Top -
What are the terms of the Settlement?
In consideration of the settlement of Released Plaintiff’s Claims (defined in FAQ 9 below) against Released Defendant Parties (defined in FAQ 7 below), the Defendants shall pay or cause to be paid $3,000,000.00 in total cash consideration for the benefit of the Class in accordance with the Stipulation. See FAQ 6 below for details about the distribution of the Settlement proceeds to Eligible Class Members.
Back To Top -
What are the Parties' Reasons for the Settlement?
The Settlement does not indicate or constitute an admission of any fault, flaw or infirmity in Plaintiff’s claims. Based upon their investigation and prosecution of the Action, Plaintiff and Plaintiff’s Counsel believe that their claims in the Complaint have substantial merit, but also believe that the Settlement set forth herein provides substantial and immediate benefits for the Class, including the $3,000,000.00 cash payment to be distributed to Eligible Class Members through a common fund.
In addition to these substantial benefits, Plaintiff and Plaintiff’s Counsel have considered: (i) the attendant risks of continued litigation and the uncertainty of the outcome of the Action; (ii) the probability of success on the merits; (iii) the inherent problems of proof associated with, and possible defenses to, the claims asserted in the Action; (iv) the desirability of permitting the Settlement to be consummated according to its terms; (v) the expense and length of continued proceedings necessary to prosecute the Action against Defendants through trial and appeals; and (vi) the conclusion of Plaintiff and Plaintiff’s Counsel that the terms and conditions of the Settlement and the Stipulation are fair, reasonable, and adequate, and that it is in the best interests of the Class to settle the claims asserted in the Action on the terms set forth herein.
Based on Plaintiff’s Counsel’s thorough review and analysis of the relevant facts, allegations, defenses, and controlling legal principles, Plaintiff’s Counsel believes that the Settlement set forth in the Stipulation is fair, reasonable, and adequate, and confers substantial benefits upon the Class. Based upon the evaluation of Plaintiff’s Counsel, Plaintiff has determined that the Settlement is in the best interests of the Class, and have agreed to the terms and conditions set forth in the Stipulation.
Defendants deny any and all allegations of wrongdoing, fault, liability, or damages with respect to the Released Plaintiff’s Claims, including, but not limited to, any allegations that Defendants have committed any violations of law or breach of any duty owed to Supernova stockholders, that the Merger was not entirely fair to, or in the best interests of, Supernova stockholders, that Defendants have acted improperly in any way, that Defendants have any liability or owe any damages of any kind to Plaintiff or the Class, and/or that Defendants were unjustly enriched in the Merger. Defendants maintain that their conduct was at all times proper, in the best interests of Supernova and its stockholders, and in compliance with applicable law. Defendants also deny that Supernova stockholders were harmed by any conduct of Defendants that was alleged, or that could have been alleged, in the Action. Each Defendant asserts that, at all relevant times, such Defendant acted in good faith and in a manner believed to be in the best interests of Supernova and all of its stockholders. Defendants also believe that Plaintiff’s claims are barred by laches because they were filed more than three years after Supernova published its proxy statement for the Merger.
Nevertheless, Defendants have determined to enter into the Settlement on the terms and conditions set forth in the Stipulation solely to put the Released Plaintiff’s Claims to rest, finally and forever, without in any way acknowledging any wrongdoing, fault, liability, or damages. For the avoidance of doubt, nothing in the Stipulation or the Settlement shall be construed as an admission by Defendants of any wrongdoing, fault, liability, or damages whatsoever.
Back To Top -
How much will my payment from the Settlement be?
If the Settlement is approved by the Court and the Effective Date of the Settlement occurs, the Net Settlement Fund (that is, the Settlement Amount plus any interest accrued thereon after its deposit in the Escrow Account less (i) any Taxes or Tax Expenses, (ii) any Administration Costs or Notice Costs, (iii) any Fee and Expense Award awarded by the Court, and (iv) any other costs or fees approved by the Court) will be distributed in accordance with the proposed Plan of Allocation stated below or such other plan of allocation as the Court may approve.
The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired. Approval of the Settlement is independent from approval of the proposed Plan of Allocation. Any determination with respect to the Plan of Allocation will not affect the Settlement, if approved.
The Court may approve the Plan of Allocation as proposed, or it may modify the Plan of Allocation without further notice to the Class. Any Orders regarding any modification of the Plan of Allocation will be posted on the Important Documents tab.
Back To Top -
What will happen if the Settlement is approved? What Claims will the Settlement Release?
If the Settlement is approved, the Court will enter an Order and Final Judgment (the “Order and Final Judgment”) on the claims. Pursuant to the Order and Final Judgment, the claims asserted against Defendants in the Action will be dismissed with prejudice and the following releases will occur:
Release of Claims by Plaintiff and the Class: Upon the Effective Date, the Released Plaintiff Parties shall have fully, finally, and forever released, settled, and discharged Released Defendant Parties from and with respect to every one of Released Plaintiff’s Claims, and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any of Released Plaintiff’s Claims against any of Released Defendant Parties.
“Released Plaintiff Parties” means Plaintiff, all other Class Members, and Plaintiff’s Counsel, and any and all of their respective current and former directors, officers, employees, employers, parent entities, controlling persons, owners, members, principals, affiliates, subsidiaries, managers, partners, limited partners, general partners, stockholders, representatives, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, agents, heirs, executors, trustees, personal representatives, estates, administrators, predecessors, successors, predecessors-in-interest, successors-in-interest, assigns, immediately family members, insurers, and reinsurers.
“Released Defendant Parties” means Defendants, Former Defendants, Offerpad, and any and all of their respective current and former directors, officers, employees, employers, parent entities, controlling persons, owners, members, principals, affiliates, subsidiaries, managers, partners, limited partners, general partners, stockholders, representatives, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, agents, heirs, executors, trustees, personal representatives, estates, administrators, predecessors, successors, predecessors-in-interest, successors-in-interest, immediate family members, assigns, insurers, and reinsurers.
“Released Plaintiff’s Claims” means, as against the Released Defendant Parties, any and all actions, causes of action, suits, liabilities, claims, rights of action, debts, sums of money, covenants, contracts, controversies, agreements, promises, damages, contributions, indemnities, and demands of every nature and description, whether or not currently asserted, whether known claims or Unknown Claims, suspected, existing, or discoverable, whether arising under federal, state, common, or foreign law, whether based in contract, tort, statute, law, equity, or otherwise (including, but not limited to, federal and state securities laws), that Plaintiff or any other Class Member, on behalf of themselves and any and all of their respective successors-in-interest, successors, predecessors-in-interest, predecessors, representatives, trustees, administrators, estates, heirs, assigns and transferees, immediate and remote and any Person acting for or on behalf of, or claiming under or through any of them, and each of them, (a) asserted in the Action; or (b) could have alleged, asserted, set forth, or claimed in the Action by Plaintiff or any other member of the Class, that (1) concern, relate to, arise out of, or are in any way connected to the claims, allegations, transactions, facts, circumstances, events, acts, disclosures, statements, representations, omissions, or failures to act alleged, set forth, referred to, or involved in the Action, and (2) arise out of, are based upon, relate to, or concern the rights of, duties owed to, and/or ownership of Supernova common stock during the Class Period, as to which Plaintiff or Class Members had redemption rights, including, but not limited to any claims related to (i) the Merger, (ii) the Proxy, (iii) any other disclosures related to or concerning the Merger or Legacy Offerpad, or (iv) the control or participation of any of Released Defendant Parties with respect to any of the foregoing. For the avoidance of doubt, Released Plaintiff’s Claims shall not include the right to enforce this Stipulation, the Settlement, or the Order and Final Judgment in this Action.
Release of Claims by Defendants: Upon the Effective Date, Defendants shall have fully, finally, and forever released, settled, and discharged Released Plaintiff Parties from and with respect to every one of the Released Defendants’ Claims, and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any of the Released Defendants’ Claims against any of Released Plaintiff Parties.
“Released Defendants’ Claims” means any and all actions, causes of action, suits, liabilities, claims, rights of action, debts, sums of money, covenants, contracts, controversies, agreements, promises, damages, contributions, indemnities, sanction, penalties, and demands of every nature and description, whether or not currently asserted, whether known claims or Unknown Claims, suspected, existing, or discoverable, whether arising under state, federal, common, or foreign law, whether based in contract, tort, statute, law, equity, or otherwise that Defendants ever had, now have, or hereafter can, shall, or may have in any capacity that, in full or in part, concern, relate to, arise out of, or are in any way connected to the investigation, institution, prosecution, or settlement of the claims and allegations in the Action. For the avoidance of doubt, Released Defendants’ Claims shall not include the right to enforce this Stipulation, the Settlement, or the Order and Final Judgment.
“Unknown Claims” means any Released Plaintiff’s Claims and Released Defendants’ Claims that a releasing Person does not know or suspect to exist in his, her, or its favor at the time of the release, which if known by him, her, or it, might have affected his, her, or its decision(s) with respect to the Settlement. With respect to any and all Released Plaintiff’s Claims and Released Defendants’ Claims, upon the Effective Date, Plaintiff and Defendants shall expressly waive, and each of the Class Members and Released Defendant Parties shall be deemed to have waived, and by operation of the Judgment shall have expressly waived, relinquished, and released any and all provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States or other jurisdiction, or principle of common law or foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Plaintiff and Defendants acknowledge, and the Released Plaintiff Parties and the Released Defendant Parties by operation of law are deemed to acknowledge, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Plaintiff’s Claims and the Released Defendants’ Claims, but that it is the intention of Plaintiff and Defendants, and by operation of law the Released Plaintiff Parties and the Released Defendant Parties, to completely, fully, finally, and forever extinguish any and all Released Plaintiff’s Claims and Released Defendants’ Claims, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Plaintiff and Defendants also acknowledge, and the Released Plaintiff Parties and the Released Defendant Parties by operation of law are deemed to acknowledge, that the inclusion of “Unknown Claims” in the definition of Released Plaintiff’s Claims and Released Defendants’ Claims is separately bargained for and is a key element of the Settlement.
By Order of the Court, all proceedings in the Action against the Defendants, except for those related to the Settlement, have been stayed, and Plaintiff and all other Class Members, and anyone acting or purporting to act on behalf of, in the stead of, or derivatively for, any Class Member, are barred and enjoined from commencing, pursuing, prosecuting, instigating, maintaining, or in any way participating in the commencement, pursuit, continuation, or prosecution of any action asserting any of the Plaintiff’s Released Claims against any of Released Defendant Parties pending final determination of whether the Settlement should be approved.
Back To Top -
How will Class Counsel be paid?
Plaintiff’s Counsel have not received any payment for their services in pursuing claims in the Action on behalf of the Class, nor have Plaintiff’s Counsel been reimbursed for their litigation expenses incurred in connection with the Action. Before final approval of the Settlement, Plaintiff’s Counsel will apply to the Court for an award of fees and expenses to be paid from the Settlement Fund and approved by the Court in accordance with the Settlement, in full satisfaction of any and all claims for attorneys’ fees or expenses that have been, could be, or could have been asserted by Plaintiff’s Counsel or any other counsel for any Class Member (the “Fee and Expense Award”). Plaintiff’s Counsel will seek a Fee and Expense Award consisting of attorneys’ fees in a value not to exceed 20% of the Settlement Amount, plus an award of expenses incurred in connection with the Action which shall exclude Notice and Administration Costs and shall not exceed $250,000 (the “Fee Application”), which application will be wholly inclusive of any request for attorneys’ fees and expenses by Plaintiff’s Counsel in connection with the Settlement. Plaintiff may seek Court approval of a service award, to be paid to Plaintiff exclusively out of the Fee and Expense Award, in an amount not to exceed $5,000.00. Defendants will not oppose or otherwise dispute the Fee Application, and if approved, it will be paid from the Settlement Amount.
Back To Top -
Do I have to Come to the Hearing?
Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the Settlement Hearing. Class Members can recover from the Settlement without attending the Settlement Hearing.
Back To Top -
When and where will the Settlement Hearing be held?
Please Note: The date and time of the Settlement Hearing may change without further written notice to Class Members. In addition, the Court may decide to conduct the Settlement Hearing remotely by telephone or video conference or otherwise allow Class Members to appear at the hearing remotely by phone or video, without further written notice to Class Members. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate remotely by phone or video, it is important that you monitor the Court’s docket and the Settlement website, www.SupernovaDeSPACStockholderSettlement.com, before making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing, or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.SupernovaDeSPACStockholderSettlement.com. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing remotely by telephone or video conference, the information needed to access the conference will be posted to the Settlement website, www.SupernovaDeSPACStockholderSettlement.com.
The Settlement Hearing will be held on December 2, 2026, at 3:15 p.m., before The Honorable Paul A. Fioravanti, Jr., Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801, or remotely by telephone or video conference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the Class, and whether Plaintiff should be finally appointed as Class representatives for the Class and Plaintiff’s Counsel should be finally appointed as Class counsel for the Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Class and in the best interests of the Class; (iv) determine whether the claims in the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Plaintiff’s Counsel out of the Settlement Fund; (viii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for a Fee and Expense Award; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement.
Back To Top -
May I speak at the Hearing if I do not like the Settlement?
Any Class Member may file a written objection to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for the Fee and Expense Award (an “Objector”); provided, however, that no Objector shall be heard or entitled to object unless on or before November 17, 2026, such person (1) files their written objection, together with copies of all other papers and briefs supporting the objection specified in FAQ 12 below, with the Register in Chancery at the address set forth below; (2) serves such papers (electronically by File & ServeXpress, by hand, by First Class U.S. mail, or by express service) on Plaintiff’s Counsel and Defendants’ Counsel at the addresses set forth below; and (3) emails a copy of the written objection to the below email addresses for Plaintiff’s Counsel and Defendants’ Counsel.
REGISTER IN CHANCERY
Register in Chancery
Court of Chancery of the State of Delaware
Leonard L. Williams Justice Center
500 North King Street
Wilmington, Delaware, 19801
PLAINTIFF’S COUNSEL
Tiffany Geyer Lydon, Esquire
Ashby & Geddes, P.A.
P.O. Box 1150
Wilmington, DE 19899
tlydon@ashbygeddes.com
DEFENDANTS’ COUNSEL
Elena C. Norman
Young Conaway Stargatt & Taylor
1000 N. King Street
Wilmington, DE 19801
enorman@ycst.comYou may file a written objection without having to appear at the Settlement Hearing. You may not, however, appear at the Settlement Hearing to present your objection unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise.
You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Plaintiff’s Counsel and Defendants’ Counsel at the mailing and email addresses set forth in FAQ 12 so that the notice is received on or before November 17, 2026.
The Settlement Hearing may be adjourned by the Court without further written notice to Class Members. If you intend to attend the Settlement Hearing, you should confirm the date and time with Plaintiff’s Counsel or the Settlement Administrator.
Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection (including the right to appeal) and shall be forever foreclosed from making any objection to the Settlement, the proposed Plan of Allocation, Plaintiff’s Counsel’s application for the Fee and Expense Award, or any other matter related to the Settlement or the Action, and will otherwise be bound by the Order and Final Judgment to be entered and the releases to be given. Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.
Back To Top -
What must be included with the written objection?
Any objections must: (i) identify the name, address, and telephone number of the objector and, if represented, their counsel, (ii) provide proof of membership in the Class, (iii) contain a written statement describing such person’s objections to any matter before the Court, (iv) set forth the grounds for such objections and any reasons for such person’s desiring to appear and be heard, and (v) attach or include all documents and writings such person desires the Court to consider. Documentation establishing that an Objector is a member of the Class may consist of copies of monthly brokerage account statements or an authorized statement from the Objector’s broker containing the transactional and holding information found in an account statement. Plaintiff’s Counsel may request that the Objector submit additional information or documentation sufficient to prove that the Objector is a Class Member.
Back To Top -
Can I see the court file? Whom should I contact if I have questions?
This website contains only a summary of the Action and the terms of the proposed Settlement. For more detailed information about the matters involved in the Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Register in Chancery in the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801. Additionally, copies of the Stipulation, the Complaint, and any related orders entered by the Court will be posted on the Important Documents tab. If you have questions regarding the Settlement, you may contact the Settlement Administrator: Supernova Stockholder Settlement, c/o Epiq, Settlement Administrator, PO Box 2587, Portland, OR 97208-2587.
If you have any further questions about the Action, the Settlement, or your rights as a Class member, you may also contact Plaintiff’s Counsel:
Back To TopDonald J. Enright
Levi & Korsinsky, LLP
1101 Vermont Ave, NW, Suite 800
Washington, DC 20007
denright@zlk.com
(202) 524-4292 -
What if I held stock on someone else’s behalf?
If you are a broker or other nominee that held Supernova common stock at any time during the Class Period for the beneficial interest of persons or entities other than yourself, you are requested, within seven (7) calendar days of receipt of the Notice, to either:
(i) request from the Settlement Administrator sufficient copies of this Notice to forward to all such beneficial owners, and within seven (7) calendar days of receipt of those Notices forward them to all such beneficial owners; or
(ii) provide a list of the names, addresses, and, if available, email addresses of all such beneficial owners to the Settlement Administrator at: Supernova Stockholder Settlement, c/o Epiq, Settlement Administrator, PO Box 2587, Portland, OR 97208-2587. If you choose the second option, the Settlement Administrator will send a copy of the Notice to the beneficial owners.
Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred by providing the Settlement Administrator with proper documentation supporting the expenses for which reimbursement is sought. A copy of the Notice may also be obtained from the Important Documents tab, by calling the Settlement Administrator at 1-877-715-8650, or by emailing the Settlement Administrator at info@SupernovaDeSPACStockholderSettlement.com.
Back To Top