How did the DTC (or sponsor) structure affect Opendoor warrant conversion mechanics during its SPAC merger?

1. How the SPAC/SCH “domestication” changed warrant legal identity

Opendoor’s proxy/prospectus around the SPAC business combination states that, upon the effective time of domestication/closing, each outstanding SCH redeemable warrant converted automatically into a redeemable warrant to acquire one share of Opendoor Technologies common stock — i.e., the SCH warrants became Opendoor warrants on a one‑for‑one basis as a legal matter of the merger ^{[1] [2]}. That language describes a structural, automatic conversion tied to the corporate transaction, not a later discretionary issuance.

2. Practical consequence: warrant holders’ economics after conversion

The filings indicate the converted SCH warrants preserved their unit right — one warrant to acquire one share of the post‑transaction common stock — so warrant holders retained an option to buy Opendoor shares subject to the warrant terms established post‑merger ^{[1] [2]}. Available sources do not mention granular differences (e.g., exercise price changes or cash‑settlement defaults) beyond the automatic conversion language in the documents cited ^{[1] [2]}.

3. The separate 2025 warrant “dividend” and why it matters

Months after the SPAC transaction, Opendoor announced a special dividend consisting of three new tradable warrant series (K, A, Z), giving one of each for every 30 shares held as of Nov. 18, 2025; Opendoor expected to distribute the warrants on/about Nov. 21 and Nasdaq established a first trade date of Nov. 24, 2025 ^{[3] [5] [4]}. This 2025 program is distinct from the SPAC’s SCH‑to‑Opendoor warrant conversion; it is a company action designed to deliver optional upside to existing stockholders and convertible noteholders ^{[3] [6]}.

4. Mechanics of the 2025 warrants: exercise prices, expiries, dilution potential

Opendoor disclosed the exercise prices: $9 (Series K), $13 (Series A), $17 (Series Z), and an expiry of Nov. 20, 2026 unless early‑expiration triggers (VWAP‑based) are met; the company filed warrant paperwork with the SEC and Nasdaq posted trading logistics ^{[3] [5] [6]}. Market commentary estimates the potential maximum dilution if all warrants were exercised — for example, one outlet estimated up to ~99 million new shares could be issued if the warrants are exercised — but that is a market estimate rather than company‑filed dilution math in these sources ^[7].

5. Why the SPAC conversion structure matters to investors’ interpretation

Because the SPAC domestication converted SCH warrants automatically into Opendoor warrants, there was no need for individual SCH warrant holders to approve separate re‑issuance; their legal claim simply migrated into the new corporate form at closing ^{[1] [2]}. Later corporate actions (like the 2025 warrant dividend) are separate instruments and were distributed only to shareholders of record and certain convertible noteholders per the Nov. 18 record date ^{[6] [3]}. If investors conflate the SPAC conversion mechanics with later warrant dividends, they risk misunderstanding who received what and when ^{[1] [3]}.

6. Competing perspectives and possible agendas to watch

Company communications framed the 2025 warrant dividend as “shareholder‑first” alignment and a statement of confidence from management ^{[8] [3]}. Market pieces and commentators framed the move alternatively — as a creative tool to reward holders and potentially complicate short sellers or as a source of dilution risk and trading complexity ^{[9] [7]}. Note the company’s messaging seeks to cast the warrants as alignment with shareholders, while independent market coverage emphasizes both upside potential and practical risks ^{[8] [7]}.

7. Limitations and unanswered details in available reporting

Available sources confirm the automatic SCH→Opendoor warrant conversion language in the merger documents and describe the separate 2025 warrant dividend mechanics ^{[1] [2] [3]}. Available sources do not mention detailed post‑conversion exercise prices or other terms for the SCH‑converted warrants beyond the conversion statement in the merger filings — nor do they provide exhaustive dilution tables or the complete warrant agreements for the SPAC‑era warrants in the snippets provided ^{[1] [2]}. For specifics (exact terms of converted SCH warrants, full dilution modeling), refer to the full SEC exhibits and the company’s Form 8‑A/prospectus filings cited above ^{[1] [2] [3]}.