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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001663221 XXXXXXXX LIVE 2 Class A Common Stock, $0.0001 par value per share 09/30/2025 false 0001825024 67623L109 OFFERPAD SOLUTIONS INC. 433 S. Farmer Avenue Suite 500 Tempe AZ 85281 Scott Powers (267) 298-5495 2400 Market Street Suite 302 Philadelphia PA 19103 0001663221 N LL Capital Partners I, L.P. OO N DE 866372.00 0.00 866372.00 0.00 866372.00 N 2.8 PN 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. Y SIF V, LLC OO N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN Y LLCP I SLP, L.P. OO N DE 931385.00 0.00 931385.00 0.00 931385.00 N 3.05 PN 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. Y LLSO SLP, LLC OO N DE 16012.00 0.00 16012.00 0.00 16012.00 N 0.05 PN 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. 0001770593 N Roberto Sella OO N X1 3903741.00 0.00 3903741.00 0.00 3903741.00 N 12.76 IN 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. Class A Common Stock, $0.0001 par value per share OFFERPAD SOLUTIONS INC. 433 S. Farmer Avenue Suite 500 Tempe AZ 85281 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 April 5, 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. 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 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. 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. 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. 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. LL Capital Partners I, L.P. /s/ Roberto Sella Sole Manager 10/02/2025 SIF V, LLC /s/ Roberto Sella Sole Manager 10/02/2025 LLCP I SLP, L.P. /s/ Roberto Sella Managing Member 10/02/2025 LLSO SLP, LLC /s/ Roberto Sella Sole Manager 10/02/2025 Roberto Sella /s/ Roberto Sella Roberto Sella 10/02/2025