OppFi Inc S-1/A, filed Sep 23, 2021
OppFi Inc. (OPFI)
As filed with the U.S. Securities and Exchange Commission on September 22, 2021.
Registration No. 333-258698
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OppFi Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 6199 | 85-1648122 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
130 E. Randolph Street, Suite 3400
Chicago, Illinois 60601
(312) 212-8079
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jared Kaplan
Chief Executive Officer
OppFi Inc.
130 E. Randolph Street, Suite 3400
Chicago, Illinois 60601
(312) 212-8079
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Shiven Shah Chief Financial Officer OppFi Inc. 130 E. Randolph Street, Suite 3400 Chicago, Illinois 60601 (312) 212-8079 |
Joshua M. Samek, Esq. Penny J. Minna, Esq. DLA Piper LLP (US) 200 South Biscayne Boulevard, Suite 2500 Miami, Florida (305) 423-8500 |
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Each Class of Security Being Registered |
Amount Registered(1) |
Proposed Maximum Offering Price per Security |
Proposed Maximum Offering Price(1) |
Amount of Registration Fee(2) | ||||
| Class A common stock, par value $0.0001 per share |
116,304,132(3) | $9.33(4) | $1,085,117,551.56 | $118,386.33 | ||||
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
3,451,964(5) | —(6) | —(6) | —(6) | ||||
| Total |
119,756,096 | $1,085,117,551.56 | $118,386.33 | |||||
|
| ||||||||
|
| ||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of the Registrant’s Class A Common Stock, as applicable. |
| (2) | Previously paid. |
| (3) | Consists of (i) 100,964,668 shares of Class A Common Stock registered for sale by the selling securityholders named in this registration statement (excluding the shares referred to in the following clauses (ii)-(iv)), (ii) 3,451,964 shares of Class A Common Stock issuable upon exercise of 3,451,964 Private Placement Warrants (as defined below) being registered hereunder, (iii) 11,887,500 shares of Class A Common Stock issuable upon the exercise of 11,887,500 Public Warrants (as defined below). |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the Class A Common Stock on August 4, 2021, as reported on The New York Stock Exchange. |
| (5) | Represents the resale of 3,451,964 Private Placement Warrants being registered hereunder. |
| (6) | In accordance with Rule 457(i), the entire registration fee for the Private Placement Warrants is allocated to the shares of Class A Common Stock underlying such Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants. |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
OppFi Inc. is filing this Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 (File No. 333-25869), filed with the Securities and Exchange Commission on August 11, 2021 (the “Registration Statement”), solely to update Item 16 to provide updated consents as Exhibits 23.1 and 23.2. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, as revised, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits. The following exhibits are being filed herewith:
II-1
II-2
II-3
II-4
| † | Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item (601)(b)(10). |
| + | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| * | Filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-258698) filed by the Company with the SEC on August 11, 2021. |
| ** | Filed herewith. |
| *** | Included on the signature page to the Company’s Registration Statement on Form S-1 (File No. 333-258698) filed by the Company with the SEC on August 11, 2021. |
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 22nd day of September, 2021.
| OppFi Inc. | ||
| By: | /s/ Jared Kaplan | |
| Name: | Jared Kaplan | |
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Position |
Date | ||
| /s/ Jared Kaplan Jared Kaplan |
Chief Executive Officer (Principal Executive Officer) and Director | September 22, 2021 | ||
| /s/ Pamela Johnson Pamela Johnson |
Chief Accounting Officer (Principal Accounting Officer) | September 22, 2021 | ||
| /s/ Shiven Shah Shiven Shah |
Chief Financial Officer (Principal Financial Officer) | September 22, 2021 | ||
| * Todd Schwartz |
Chairman of the Board of Directors | September 22, 2021 | ||
| * Theodore Schwartz |
Director | September 22, 2021 | ||
| * David Vennettilli |
Director | September 22, 2021 | ||
| * Christina Favilla |
Director | September 22, 2021 | ||
| * Jocelyn Moore |
Director | September 22, 2021 | ||
| * Greg Zeeman |
Director | September 22, 2021 | ||
| *By: |
/s/ Shiven Shah | |
| Name: |
Shiven Shah | |
| Title: |
Attorney-in-Fact |
II-6
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use in this Amendment No. 1 to the Registration Statement (No. 333-258698) on Form S-1 of OppFi Inc. of our report dated February 27, 2021, except as to segment reporting discussion in Note 1, addition of Note 14 and amendment to Note 15, which are as of July 26, 2021 relating to the consolidated financial statements of Opportunity Financial, LLC and Subsidiaries, appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to our firm under the heading “Experts” in such Prospectus.
| /s/ RSM US LLP |
| Raleigh, North Carolina |
| September 22, 2021 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
We consent to the incorporation of our report dated April 26, 2021 on the financial statements of FG New America Acquisition Corp. (now known as OppFi Inc.) for the period from June 24, 2020 (inception) to December 31, 2020 in this S-1 Registration Statement. We also consent to the reference to our firm under the heading “Experts” in such Prospectus.
| /s/ PLANTE & MORAN, PLLC |
Chicago, Illinois
September 22, 2021