Item 7.01 Regulation FD Disclosure.
This Current Report on Form 8-K (this “Form
8-K”) is being furnished by FG New America Acquisition Corp., a Delaware corporation (the “Company”),
to the U.S. Securities and Exchange Commission (the “SEC”) for the sole purpose of furnishing, as Exhibit 99.1
to this Form 8-K, the press release of Opportunity Financial, LLC (“OppFi”), the Company’s business combination
target, entitled “OppFi Reports First Quarter 2021 Financial Highlights.” The press release announces OppFi’s financial
results for the period ended March 31, 2021.
Furnished as Exhibit 99.2 hereto is an updated
investor presentation, dated May 2021, to be used in connection with the proposed business combination (the “Business Combination”)
between the Company and OppFi.
The information in this Item 7.01, including Exhibits
99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (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 (the “Securities
Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form
8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits
99.1 and 99.2.
Important
Information About the Business Combination and Where to Find It
In connection
with the Business Combination between the Company and OppFi, the Company has filed a preliminary proxy statement and intends to file a
definitive proxy statement with 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 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 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 Current Report on Form 8-K 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; (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 Current Report on
Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K 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, or an exemption therefrom.