OppFi Inc 8-K, filed Jul 21, 2021
OppFi Inc. (OPFI)
About this 8-K
OppFi Inc filed this 8-K on July 21, 2021, reporting on events of July 16, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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OppFi Inc.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 16, 2021, FG New America Acquisition Corp., a Delaware corporation (“FGNA”), held a special meeting in lieu of the 2021 annual meeting of stockholders (the “Special Meeting”). At the Special Meeting, a total of 22,700,457 (74.919%) of FGNA’s issued and outstanding shares of common stock held of record as of June 21, 2021, the record date for the Special Meeting, were present either in person (including by virtual presence online at the virtual Special Meeting) or by proxy, which constituted a quorum. FGNA’s stockholders voted on the following proposals at the Special Meeting, each of which was approved and described in more detail in FGNA’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2021. The final vote tabulation for each proposal is set forth below.
| 1. | Business Combination Proposal. To approve and adopt the Business Combination Agreement, dated as of February 9, 2021 (as amended, the “Business Combination Agreement”), by and among FGNA, Opportunity Financial, LLC, a Delaware limited liability company (“OppFi”), OppFi Shares, LLC, a Delaware limited liability company, and Todd Schwartz, in his capacity as the representative of the members of OppFi (the “Members”), and approve the other transactions contemplated thereby (the “Business Combination”). The final voting tabulation for this proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,201,555 | 488,643 | 10,259 | 0 |
| 2. | NYSE Proposal. To approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of FGNA’s issued and outstanding common stock (i) pursuant to the terms of the Business Combination Agreement and (ii) upon the exchange of the Retained OppFi Units (as defined in the definitive proxy statement) pursuant to the terms of the OppFi A&R LLCA (as defined in the definitive proxy statement), in each case, that may result in a Member owning more than 20% of FGNA’s outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under NYSE rules. The final voting tabulation for this proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,158,468 | 490,431 | 51,558 | 0 |
| 3. | Charter Proposal. To approve FGNA’s proposed second amended and restated certificate of incorporation (the “Proposed Charter”) in connection with the Business Combination. The final voting tabulation for this proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,168,326 | 488,944 | 43,187 | 0 |
| 4. | Advisory Charter Proposals. To approve and adopt, on a non-binding advisory basis, certain differences between FGNA’s amended and restated certificate of incorporation and the Proposed Charter, which were presented in accordance with the requirements of the SEC as eight separate sub-proposals: |
| A. | To provide that special meetings of stockholders of FGNA following the Business Combination (the “Company”) may be called, at any time when the SCG Holders (as defined in the definitive proxy statement) beneficially own, in the aggregate, 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, by a representative of the SCG Holders. The final voting tabulation for this sub-proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,162,615 | 489,243 | 48,599 | 0 |
| B. | To provide that, at any time when the SCG Holders beneficially own, in the aggregate, less than 35% of the voting power of the stock of the Company entitled to vote generally in the election of directors, any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of such holders and may not be effected by written consent of the stockholders; provided, however, that any action required or permitted to be taken by the holders of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of preferred stock. The final voting tabulation for this sub-proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,151,616 | 491,054 | 57,787 | 0 |
| C. | To provide that, at any time when the SCG Holders beneficially own, in the aggregate, 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Company may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Company having custody of the books in which proceedings of meetings of stockholders are recorded. The final voting tabulation for this sub-proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,109,917 | 532,728 | 57,812 | 0 |
| D. | To provide that the Company opts out of Section 203 of the General Corporation Law of the State of Delaware, which prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with certain “interested stockholders” and their affiliates, and, instead, effective immediately following the closing of the Business Combination, the Company shall not engage in any business combination (as defined in the Proposed Charter), at any point in time at which the Company’s common stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with any interested stockholder (which, as defined in the Proposed Charter, shall not include SCG or any of its affiliates, or any person that acquires (other than in a registered public offering) directly from SCG or any of its successors or any “group”, or any member of any such group, of which such persons are a party under Rule 13d-5 of the Exchange Act beneficial ownership of fifteen percent (15%) or more of the then outstanding voting stock of the Company) for a period of three years following the time that such stockholder became an interested stockholder, unless: (a) prior to such time, the board of directors of the Company (the “Board”) approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, or (b) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined in the Proposed Charter) of the Company outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or (c) at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Company that is not owned by the interested stockholder, or (d) the stockholder became an interested stockholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the stockholder ceased to be an interested stockholder and (ii) was not, at any time within the three-year period immediately prior to a business combination between the Company and such stockholder, an interested stockholder but for the inadvertent acquisition of ownership, which provision of the Proposed Charter may only be amended by the affirmative vote of at least 66 2/3% of all then outstanding shares of the common stock of the Company. The final voting tabulation for this sub-proposal was as follows: |
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 21,741,681 | 862,072 | 96,704 | 0 |
| E. | To provide that, at any time when the SCG Holders beneficially own, in the aggregate, 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, any newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled by (i) the affirmative vote or written consent of the holders of at least a majority in voting power of all then outstanding shares of common stock, voting together as a single class, (ii) the affirmative vote or written consent of a majority of the remaining directors then in office, even if less than a quorum, or (iii) a sole remaining director, and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal; provided, however, that at any time when the SCG Holders beneficially own, in the aggregate, less than 35% of the voting power of the stock of the Company entitled to vote generally in the election of directors, any such newly created directorships and vacancies shall be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders). The final voting tabulation for this sub-proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,153,341 | 488,439 | 58,677 | 0 |
| F. | To provide that, at any time when the SCG Holders beneficially own, in the aggregate, 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, any or all of the directors may be removed from office at any time, either with or without cause and only by the affirmative vote or written consent of the holders of at least a majority in voting power of all then outstanding shares of common stock, voting together as a single class; provided, however, that at any time when the SCG Holders beneficially own, in the aggregate, less than 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, any such director or all such directors may be removed at any time but only for cause and only by the affirmative vote or written consent of the holders of at least a majority in voting power of all then outstanding shares of common stock, voting together as a single class. The final voting tabulation for this sub-proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,114,237 | 527,728 | 58,492 | 0 |
| G. | To change the name of the new public entity to “OppFi Inc.” from “FG New America Acquisition Corp.” The final voting tabulation for this sub-proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,653,432 | 3,656 | 43,369 | 0 |
| H. | To, upon completion of the Business Combination, increase the authorized capital stock from 401,000,000 shares, consisting of 380,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), 20,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B common stock”) and 1,000,000 shares of preferred stock, par value $0.0001 per share (“preferred stock”), to 501,000,000 shares, which would consist of 500,000,000 shares of common stock, including (i) 379,000,000 shares of Class A common stock, (ii) 6,000,000 shares of Class B common stock, and (iii) 115,000,000 shares of Class V common stock, par value $0.0001 per share and 1,000,000 shares of preferred stock by creating an additional 100,000,000 shares of common stock: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,264,146 | 387,042 | 49,269 | 0 |
| 5. | Incentive Plan Proposal. To approve a new long-term equity incentive plan (the “Incentive Plan” and, collectively with the Business Combination Proposal, the NYSE Proposal and the Charter Proposal, the “condition precedent proposals”), including the authorization of the initial share reserve under the Incentive Plan. The final voting tabulation for this proposal was as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 21,952,265 | 662,168 | 86,024 | 0 |
| 6. | ESPP Proposal. To approve a new employee stock purchase plan (the “ESPP”), including the authorization of the initial share reserve under the ESPP. The final voting tabulation for this proposal was as follows: |
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 21,916,344 | 737,462 | 46,651 | 0 |
| 7. | Director Election Proposal. To consider and vote upon a proposal to elect seven directors to serve staggered terms on the Board until immediately following the 2022, 2023 and 2024 annual meetings of the Company’s stockholders, as applicable, or until their respective successors are duly elected and qualified; alternatively, in the event the condition precedent proposals are not approved, to elect two directors to serve as Class I directors on the Board for a term of three years expiring at the annual meeting of stockholders to be held in 2024 or until each such director’s successor has been duly elected and qualified. The final voting tabulation for this proposal was as follows: |
| Nominee | Votes For | Votes Withheld |
Broker Non-Votes | |||
| Christina Favilla | 22,649,523 | 50,934 | 0 | |||
| Jocelyn Moore | 22,649,435 | 51,022 | 0 | |||
| Ted Schwartz | 22,651,973 | 48,484 | 0 | |||
| Jared Kaplan | 22,650,097 | 50,360 | 0 | |||
| Greg Zeeman | 22,649,569 | 50,888 | 0 | |||
| David Vennettilli | 22,651,926 | 48,531 | 0 | |||
| Todd Schwartz | 22,169,948 | 530,509 | 0 |
Item 7.01. Regulation FD Disclosure.
Closing of the Business Combination
On July 20, 2021, the Company completed the Business Combination. On July 20, 2021, the Company issued a press release announcing the consummation of the Business Combination. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Special Meeting of Stockholders
On July 19, 2021, FGNA and OppFi jointly issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in this Item 7.01 and in Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated July 20, 2021. | |
| 99.2 | Press Release, dated July 19, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OppFi Inc. | ||
| By: | /s/ Shiven Shah | |
| Name: Shiven Shah | ||
| Title: | Chief Financial Officer | |
Date: July 21, 2021
Exhibit 99.1
Opportunity Financial (“OppFi”) and FG New America Acquisition Corp. Complete Business Combination
OppFi to Begin Trading on the NYSE Under Ticker Symbol “OPFI” on July 21, 2021
CHICAGO – July 20, 2021 – Opportunity Financial, LLC (“OppFi”), a leading financial technology platform that powers banks to help everyday consumers gain access to credit, and FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition corporation (“SPAC”), announced today that they have completed their previously announced business combination (the “Business Combination”). The Business Combination was approved by FGNA’s stockholders at its special meeting held on July 16, 2021, and closed on July 20, 2021.
The company now operates as OppFi, Inc. OppFi’s Class A common stock and warrants will begin trading on the NYSE under the ticker symbols “OPFI” and “OPFI WS,” respectively, on Wednesday, July 21, 2021. OppFi will be ringing the closing bell onsite at the New York Stock Exchange on July 27, 2021 in celebration. FGNA’s public units separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security and are being delisted from the NYSE.
OppFi will continue to be led by Jared Kaplan, Chief Executive Officer, and Shiven Shah, Chief Financial Officer.
Jared Kaplan stated, “We are tremendously proud of the financial technology platform we have built and our commitment to serving consumers excluded from the traditional banking system through fair, transparent products and an extraordinary customer experience. We are very excited to move into the public markets and strengthen our position as the financial champion for the nearly 150 million everyday consumers in the United States. We continue to innovate our array of products, technology and capabilities and look forward to introducing those to consumers in the years ahead.”
FGNA Chairman Joe Moglia stated, “We continue to be very impressed by the significant growth the OppFi team has achieved. We look forward to their ongoing expansion as the company builds out of its digital and data driven platform to reach the millions of consumers who could benefit from expanded access to financial products.”
Moelis & Company served as exclusive financial advisor to OppFi. ThinkEquity, a division of Fordham Financial Management, Inc., Piper Sandler & Co., Needham & Company, JMP Securities LLC, Northland Securities and D.A. Davidson & Co. served as capital markets advisors to FG New America Acquisition Corp. DLA Piper LLP (US) is serving as legal advisor to OppFi. White & Case LLP served as legal advisor to FG New America Acquisition Corp.
About OppFi
OppFi (NYSE: OPFI) is a leading financial technology platform that powers banks to offer accessible products and a top-rated experience to everyday consumers. Through its unwavering commitment to customer service, OppFi helps consumers who are turned away by traditional providers build a better financial path. To date, OppFi has facilitated the issuance of more than 1.5 million loans. The company has been an Inc. 5000 company for five straight years, a Deloitte’s Technology Fast 500™, and the seventh
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fastest-growing company in Chicagoland in 2021 as measured by Crain’s Chicago Business based on five-year growth rate. The company was also listed on the Forbes America 2021 list of America’s Best Startup Employers and the Built In’s 2021 Best Places to Work in Chicago. OppFi maintains an A+ rating from the Better Business Bureau (BBB) and maintains a 4.8/5 star rating with more than 14,000 online customer reviews, making it one of the top customer-rated financial platforms online. For more information, please visit oppfi.com.
Forward-Looking Statements
This information includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. OppFi’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, OppFi’s beliefs regarding the impact of the proposed business combination on its business. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside OppFi’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against OppFi following the consummation of the business combination; (2) the impact of COVID-19 on OppFi’s business; (3) the inability to obtain or maintain the listing of OppFi’s common stock on the New York Stock Exchange; (4) the risk that the business combination disrupts current plans and operations; (5) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of OppFi to grow and manage growth profitably and retain its key employees; (6) costs related to the proposed business combination; (7) changes in applicable laws or regulations; (8) the possibility that OppFi may be adversely affected by economic, business, and/or competitive factors; (9) whether OppFi will be successful in launching OppFi Card, including whether there will be consumer or market acceptance of OppFi Card; (10) whether OppFi will be successful in expanding SalaryTap, including whether there will be consumer or market acceptance of SalaryTap; and (11) other risks and uncertainties indicated from time to time in FGNA’s proxy statement relating to the business combination, including those under “Risk Factors” therein, and in FGNA’s other filings and OppFi’s future filings with the SEC. OppFi cautions that the foregoing list of factors is not exclusive and readers should not to place undue reliance upon any forward-looking statements, which speak only as of the date made. OppFi does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Contacts:
Investor Relations: Investors@oppfi.com
Media Relations: media@oppfi.com
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Exhibit 99.2
FG New America Acquisition Corp. Stockholders Approve Business Combination With OppFi
CHICAGO—(BUSINESS WIRE)— FG New America Acquisition Corp. (NYSE:FGNA) (“FGNA”), a special purpose acquisition corporation, today announced that FGNA’s stockholders have approved all proposals related to the previously announced proposed business combination (the “Business Combination”) with Opportunity Financial, LLC (“OppFi”), a leading financial technology platform that powers banks to serve the everyday consumer, at a special meeting in lieu of the 2021 annual meeting of its stockholders held on July 16, 2021.
The closing of the Business Combination is anticipated to occur on or about July 20, 2021. Following the closing, the combined company will operate as OppFi Inc. and its shares of Class A common stock and warrants are expected to trade on the New York Stock Exchange under the symbols “OPFI” and “OPFI WS,” respectively, beginning July 21, 2021.
FGNA has received elections to redeem approximately 14.8 million of its outstanding public shares, which will leave approximately $91.6 million in its trust account.
About OppFi
OppFi is a leading financial technology platform that powers banks to offer accessible products and a top-rated experience to everyday consumers. Through its unwavering commitment to customer service, OppFi helps consumers who are turned away by traditional providers build a better financial path. To date, OppFi has facilitated the issuance of more than 1.5 million loans. The company has been an Inc. 5000 company for five straight years, a Deloitte’s Technology Fast 500™, and the seventh fastest-growing company in Chicagoland in 2021 as measured by Crain’s Chicago Business based on five-year growth rate. The company was also listed on the Forbes America 2021 list of America’s Best Startup Employers and the Built In’s 2021 Best Places to Work in Chicago. OppFi maintains an A+ rating from the Better Business Bureau (BBB) and maintains a 4.8/5 star rating with more than 14,000 online customer reviews, making it one of the top customer-rated financial platforms online. For more information, please visit oppfi.com.
About FGNA
FG New America Acquisition Corp. (NYSE:FGNA) is a NYSE-listed blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information, please visit www.fgnewamerica.com.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. FGNA’s and OppFi’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, OppFi’s beliefs regarding the impact of the proposed Business Combination on its business. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside FGNA’s and OppFi’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive Business Combination agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against FGNA and OppFi following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to obtain certain regulatory approvals or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on OppFi’s business and/or the ability of the parties to complete the proposed Business Combination; (6) the inability to obtain or maintain the listing of the combined company’s shares of common stock on the New York Stock Exchange following the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of
the proposed Business Combination; (8) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of OppFi to grow and manage growth profitably and retain its key employees; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that OppFi or FGNA may be adversely affected by other economic, business, and/or competitive factors; (12) whether OppFi will be successful in launching OppFi Card, including whether there will be consumer or market acceptance of OppFi Card; and (13) other risks and uncertainties indicated from time to time in FGNA’s proxy statement relating to the proposed Business Combination, including those under “Risk Factors” therein, and in FGNA’s other filings with the SEC. FGNA and OppFi caution that the foregoing list of factors is not exclusive. FGNA and OppFi caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. FGNA and OppFi do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Contacts
OppFi
Investor Relations: Investors@oppfi.com
Media Relations: media@oppfi.com
FGNA
Investor Relations: info@fgnewamerica.com
Media Relations: media@fgnewamerica.com