DEFA14A 1 tm2110009d1_defa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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FG NEW AMERICA ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

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In connection with the previously announced business combination between Opportunity Financial, LLC (“OppFi”) and FG New America Acquisition Corp. (“FGNA”), OppFi released a press release announcing that technology platform that powers banks to help the everyday consumer gain access to credit, announced today that it has been selected as the winner of the “Best Consumer Lending Company” award in the fifth annual FinTech Breakthrough Awards. Below are copies of the OppFi press release and various social media posts relating to the OppFi press release, which are being filed herewith as soliciting material.

Press Release

OppFi.com

OppFi Named “Best Consumer Lending Company” by the FinTech Breakthrough Awards

This is the second consecutive award received by the Chicago fintech as part of this prestigious consumer fintech awards program

CHICAGO, March 16, 2021— Opportunity Financial, LLC (“OppFi”), a leading financial technology platform that powers banks to help the everyday consumer gain access to credit, announced today that it has been selected as the winner of the “Best Consumer Lending Company” award in the fifth annual FinTech Breakthrough Awards.

This award marks OppFi’s second straight Fintech Breakthrough win for the company. The fintech company was named “Best Consumer Lending Platform” in 2020. With an average 4.9/5 star rating based on more than 14,000 online customer reviews, OppFi is one of the top customer-rated digital financial platforms and maintains an average Net Promoter Score of 85, a higher above average score when compared to its financial services peers and top tier consumer brands.

“Delivering the best customer experience is core to who we are as a company and we are proud to serve the millions of everyday consumers with simple, transparent financial products with the highest customer service,” said Jared Kaplan, chief executive officer, OppFi. “Through our mobile-first financial platform, we deliver the top-customer-rated experience to ensure everyday consumers, approximately 60 million of whom are locked out of mainstream financial options, can access credit to build back their financial health.”

The FinTech Breakthrough Awards is the premier awards program founded to recognize the fintech innovators, leaders and visionaries from around the world in a range of categories, including Digital Banking, Personal Finance, Lending, Payments, Investments, RegTech, and InsurTech. The 2021 FinTech Breakthrough Awards program attracted more than 3,850 nominations from across the globe.

“Not only does OppFi employ a worthy mission of financial inclusion, but they also break through the crowded fintech space with a compelling technology platform that provides everyday consumers with the best available products and a stellar customer experience,” said James Johnson, Managing Director, FinTech Breakthrough. “Congratulations to the entire OppFi team for earning our ‘Best Consumer Lending Company’ and making their second consecutive appearance in our annual FinTech Breakthrough Awards program.”

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About OppFi

OppFi a leading financial technology platform that powers banks to help the everyday consumer gain access to credit. 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 ranked as an Inc. 5000 company for five straight years and was named the eighth fastest-growing Chicagoland company in 2020 by Crain’s Chicago Business. The company was also named on Forbes America 2021 list of America’s Best Startup Employers and Built In’s 2021 Best Places to Work in Chicago. The company maintains an A+ rating from the Better Business Bureau (BBB) and maintains a 4.9/5 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 FinTech Breakthrough
Part of Tech Breakthrough, a leading market intelligence and recognition platform for technology innovation and leadership around the globe, the FinTech Breakthrough Awards program is devoted to honoring excellence in Financial Technologies and Services companies and products. The FinTech Breakthrough Awards provide public recognition for the achievements of FinTech companies and products in categories including Payments, Personal Finance, Wealth Management, Fraud Protection, Banking, Lending, RegTech, InsurTech and more. For more information visit FinTechBreakthrough.com.

Contact:

Media: media@oppfi.com

Important Information and Where to Find It

In connection with the proposed business combination, FGNA intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. FGNA's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about OppFi, FGNA and the proposed business combination. When available, the definitive proxy statement and other relevant materials for the proposed business combination will be mailed to stockholders of FGNA as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC's web site at www.sec.gov, or by directing a request to: FG New America Acquisition Corp., Attention: Hassan Baqar, Chief Financial Officer, 105 S. Maple Street, Itasca, Illinois 60143.

Participants in the Solicitation

FGNA and its directors and executive officers may be deemed participants in the solicitation of proxies from FGNA's stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in FGNA will be filed in the proxy statement for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed business combination when available.

OppFi and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of FGNA in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement for the proposed business combination.

Non-Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

The following communication was shared by Jared Kaplan, CEO of OppFi, through his LinkedIn page on March 16, 2021:

LinkedIn: Excited to share that @ FinTech Breakthrough has named OppFi as the "Best Consumer Lending Company” for 2021. This award marks the second straight Fintech Breakthrough win for the company.

Delivering the best customer experience is core to who we are as a company and we are proud to serve the millions of everyday consumers with simple, transparent financial products and the highest customer service levels.

https://www.prnewswire.com/news-releases/oppfi-named-best-consumer-lending-company-by-the-fintech-breakthrough-awards-301248446.html?tc=eml_cleartime

Important Information regarding the OppFi/FG New America transaction, participants in the solicitation and non-solicitation: https://www.sec.gov/Archives/edgar/data/1818502/000110465921017063/tm216066d1_ex99-1.htm

The following communication will be shared Jared Kaplan, CEO of OppFi, through his Twitter account on March 16, 2021:

Twitter: Excited to share that @FinTech_Awards has named OppFi as the "Best Consumer Lending Company” for 2021. http://oppl.co/3rTt2mN

Important Info regarding the OppFi/FG New America transaction, participants in the solicitation and non-solicitation: https://oppl.co/3vcabFp

The following communication was shared by OppLoans on its LinkedIn page on March 12, 2021:

LinkedIn: We are excited to announce that @ FinTech Breakthrough has recognized OppFi as "Best Consumer Lending Company." This marks our second consecutive win from the Fintech Breakthrough Awards, which recognize fintech innovators, leaders, and visionaries from around the world.

https://www.prnewswire.com/news-releases/oppfi-named-best-consumer-lending-company-by-the-fintech-breakthrough-awards-301248446.html?tc=eml_cleartime

The following communication was shared by OppFi on its LinkedIn page on March 12, 2021:

LinkedIn: OppFi has won the "Best Consumer Lending Company” award from [@ FinTech Breakthrough]! Congratulations to our entire team who ensure we deliver a highly-rated experience to our customers every day.

https://www.prnewswire.com/news-releases/oppfi-named-best-consumer-lending-company-by-the-fintech-breakthrough-awards-301248446.html?tc=eml_cleartime

Important Information regarding the OppFi/FG New America transaction, participants in the solicitation and non-solicitation: https://www.sec.gov/Archives/edgar/data/1818502/000110465921017063/tm216066d1_ex99-1.htm

The text of the press release linked in the posts is follows:

OppFi Named “Best Consumer Lending Company” by the FinTech Breakthrough Awards

This is the second consecutive award received by the Chicago fintech as part of this prestigious consumer fintech awards program

####

About OppFi

Contact:

Media: media@oppfi.com

Important Information and Where to Find It

Participants in the Solicitation

Important Information About the Business Combination and Where to Find It

In connection with the proposed business combination, the Company intends to file a preliminary proxy statement and a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the business combination, as these materials will contain important information about OppFi, the Company and the business combination. When available, the definitive proxy statement and other relevant materials for the business combination will be mailed to stockholders of the Company as of a record date to be established for voting on the business combination. Stockholders of the Company will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: FG New America Acquisition Corp., 105 S. Maple Street, Itasca, Illinois 60143, Attention: Hasan Baqar.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Registration Statement on Form S-1, which was filed by the Company with the SEC on August 26, 2020 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to FG New America Acquisition Corp., 105 S. Maple Street, Itasca, Illinois 60143, Attention: Hasan Baqar. Additional information regarding the interests of such participants will be contained in the proxy statement for the business combination when available.

OppFi and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be included in the proxy statement for the proposed business combination when available.

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. The Company’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, the Company’s and OppFi’s expectations with respect to future performance, performance, growth, and OppFi’s market, OppFi’s new products and their performance, the anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination and the timing of the completion of the proposed business combination. 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 the Company’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 Business Combination Agreement that the Company entered into with OppFi, OppFi Shares, LLC, a Delaware limited liability company, and Todd Schwartz, in his capacity as the Members’ Representative (the “Business Combination Agreement”); (2) the outcome of any legal proceedings that may be instituted against the Company and OppFi following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of the Company, certain regulatory approvals or satisfy other conditions to closing in the Business Combination Agreement, including with respect to the levels of the Company stockholder redemptions; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination 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 the Company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed business combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. The Company and OppFi caution that the foregoing list of factors is not exclusive. The Company and OppFi caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company 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.

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.