Business Context and Reporting Period
This Form 8-K, filed on July 21, 2021, reports on events occurring between July 16, 2021, and July 20, 2021, for OppFi Inc. (formerly FG New America Acquisition Corp.). The filing documents the successful completion of a business combination between FG New America Acquisition Corp. ("FGNA") and Opportunity Financial, LLC ("OppFi").
Key Financial Metrics
This filing is a current report regarding corporate governance and transaction completion. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Transaction Details
- Business Combination Closing: The business combination was consummated on July 20, 2021.
- Corporate Name Change: The entity name was changed from "FG New America Acquisition Corp." to "OppFi Inc."
- Stockholder Approval: On July 16, 2021, a special meeting of stockholders was held. A quorum was established with 22,700,457 shares (74.919%) present.
- Voting Results: All seven proposals presented were approved, including the Business Combination Agreement, NYSE listing compliance, charter amendments, equity incentive plans, and the election of seven directors.
- Capital Structure: The authorized capital stock was increased to 501,000,000 shares, comprising Class A, Class B, and a new Class V common stock.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future financial performance, or specific risk factors beyond the standard disclosures regarding the transaction. The primary focus is the regulatory and procedural completion of the merger.
Investor Verification Checklist
- Verify the final share count and capitalization table post-merger in subsequent filings (e.g., 10-K or 10-Q).
- Review the definitive proxy statement (filed June 22, 2021) for detailed terms of the Business Combination Agreement and the OppFi A&R LLCA.
- Confirm the trading status and ticker symbol (OPFI) on the New York Stock Exchange following the July 20, 2021 closing.
- Examine the newly adopted Certificate of Incorporation for specific provisions regarding director elections, removal, and stockholder rights.
- Check for the issuance of the press releases referenced as Exhibits 99.1 and 99.2 for immediate market reaction details.