UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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FG NEW AMERICA ACQUISITION CORP.

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In connection with the previously announced business combination between Opportunity Financial, LLC (“OppFi”) and FG New America Acquisition Corp. (“FGNA”), FGNA’s President and Director, D. Kyle Cerminara, participated in a podcast interview on Business Brew Podcast with Bill Brewster released on April 8, 2021. Below are excerpts from a transcript of the interview and various social media posts by D. Kyle Cerminara and Joseph Moglia relating to the business combination, which are being filed herewith as soliciting material.

D. Kyle Cerminara Podcast Appearance on Business Brew Podcast with Bill Brewster Released on 4/8/21

Kyle Cerminara

I’m just saying there’s certain people that are doing SPACs that—like, Joe Moglia was the Chairman and CEO of TD Ameritrade for 19 years, did 11 acquisitions that were all very successful, took a $700 million market cap and turned it into a $20 billion market cap. You look back at the trade record on those 11 acquisitions and they were all very well thought out, they were all very successful. He has a great reputation. He ultimately sold Ameritrade to Schwab. I was his largest investor for many of those years. I’ve been his partner since 2012. We have a great relationship. I’ve been involved in many of the strategic decisions he’s made over the years. We now have a SPAC together, FG New America. We bought a company called OppFi, we’re under definitive agreement, that deal. We found our proxy. That deal should close sometime in June of 2021, and trades under the ticker FGNA.

Now, you look at it, it’s a comparable company to Upstart. UPST is the ticker. Upstart’s stock has gone from $20 to $140 in the last short period of time, amazing. I was watching a video of Upstart’s CEO talking about his business and I’m like, “This is a very similar business to ours. They’re business is trading like 24 times revenue. Ours is trading like two, three times revenue.” It’s very interesting to me sort of the valuation disparity, and that comes back to communications, like what you were saying. It’s like they’re communicating and we probably should do a better job of that, so we will, sort of just getting the message out of what our business is and what their business is, and how we’re similar and how we’re different. There’s many similarities and there’s some differences, and I think it’s important to highlight both of those.

But, when you look at the SPAC market, there’s a lot of SPACs out there. There’s some questionable deals being done. I think when we looked at the number of deals that were done, I think—and don’t quote me on this, but it was like hundreds of SPACs have come public. Like, something like 60, 70 deals have been announced of those, and I think there was like seven companies were profitable, right, of those deals. When we looked at those numbers, OppFi was either the most profitable, or one of the most profitable SPAC transactions announced, so it was like a very—I thought it was a very good deal, 10 times like 2023 earnings, or something like that, so pretty reasonable numbers. We actually are very profitable in 2021, we’re profitable in 2019, ’18. There’s a lot of discussion around companies that are not profitable, and I think that’s fair criticism.

. . .

Kyle Cerminara

Some of these have really interesting things inside of them. We have OppFi inside of FGF. OppFi is an amazing investment, right, and GreenFirst is an amazing investment. Firefly could be a really amazing investment.

. . .

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The following communication was shared by D. Kyle Cerminara, President and Director of FGNA, through his Twitter account on April 5, 2021:

The following communication was shared by Joseph Moglia, Chairman of the Board of FGNA, through his Twitter account on April 6, 2021:

 

Important Information About the Business Combination and Where to Find It

In connection with the proposed business combination, the Company filed a preliminary proxy statement and will file 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 the preliminary proxy statement and the amendments thereto and, when available, the definitive proxy statement and documents incorporated by reference therein filed in connection with the business combination, as these materials 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 was filed in the preliminary proxy statement for the proposed business combination 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 was included in the preliminary proxy statement for the proposed business combination. Additional information regarding the interests of such participants will be contained in the proxy statement for the 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, OppFi's expectations with respect to the future performance of OppFi’s platform, OppFi’s expectations for its growth and profitability, OppFi's new products and their performance and 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. 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.