Business Context and Reporting Period
This Form 8-K is filed by FG New America Acquisition Corp. (FGNA) on March 22, 2021. The filing serves as a Regulation FD disclosure regarding a press release issued by Opportunity Financial, LLC ("OppFi") announcing its financial results for the fiscal year ended December 31, 2020. The filing also provides updates on the proposed business combination between FGNA and OppFi.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are contained within the OppFi press release (Exhibit 99.1) which is incorporated by reference but not detailed in the body of this 8-K document.
Material Changes
No material changes in financial performance are detailed in this text. The primary material event reported is the announcement of OppFi's fiscal year 2020 results and the ongoing status of the proposed business combination between FGNA and OppFi.
Guidance, Outlook, and Risks
The filing includes extensive forward-looking statements regarding the anticipated financial impacts of the business combination, future performance, and growth. Management cautions that actual results may differ materially due to significant risks and uncertainties, including:
- Failure to obtain stockholder or regulatory approvals for the business combination.
- Termination of the Business Combination Agreement.
- Impact of the COVID-19 pandemic on OppFi's business and the transaction timeline.
- Inability to list the combined company's shares on the New York Stock Exchange.
- Disruption of current operations and inability to retain key employees.
- Changes in applicable laws or regulations.
The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy securities.
Investor Verification Checklist
- Review Exhibit 99.1 (OppFi Press Release) for specific fiscal year 2020 financial results.
- Monitor the filing of the preliminary and definitive proxy statements for details on the business combination terms.
- Verify the status of regulatory approvals and stockholder voting requirements for the merger.
- Assess the specific risks related to the COVID-19 pandemic as outlined in the proxy statement.
- Confirm the listing status of the combined entity on the New York Stock Exchange post-combination.