SecProbe.io

United States securities and exchange commission logo
October 30, 2023
Pamela D. Johnson
Chief Financial Officer
OppFi Inc.
130 E. Randolph Street
Suite 3400
Chicago, Illinois 60601
Re:OppFi Inc.
Post-Effective Amendment No. 3 to Registration Statement on On Form S-3
File October 11, 2023
File No. 333-258698
Dear Pamela D. Johnson:
            We have reviewed your post-effective amendment and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 3 to Form S-1 on Form S-3 filed October 11, 2023
Prospectus Cover Page, page i
1.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float.  We also note that it appears
some of the shares being registered for resale were purchased by the selling
securityholders for prices below the current market price of the Class A common stock.
Highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Class A common stock.
General, page ii
2.We note your disclosure in the Selling Securityholders section regarding the price each
selling securityholder paid for the shares and warrants being registered for resale. Please
also highlight any differences in the current trading price, the prices that the Sponsor,

 FirstName LastNamePamela D. Johnson
 Comapany NameOppFi Inc.
 October 30, 2023 Page 2
 FirstName LastNamePamela D. Johnson
OppFi Inc.
October 30, 2023
Page 2
private placement investors, and other selling securityholders acquired their shares and
warrants, and the price that the public securityholders acquired their shares and warrants.
Disclose that while the Sponsor, private placement investors, and other selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.
3.We note that the projected revenues for 2022 were $656 million and for 2023 were
$875 million, as set forth in the unaudited prospective financial information management
prepared and provided to the Board, the company’s financial advisors and FG New
America Acquisition Corp in connection with the evaluation of the Business Combination.
We also note that your actual revenues for the year ended 2022 were approximately $451
million, and for the six months ended June 30, 2023 were approximately $241 million. It
appears that you missed your 2022 revenue projections and will miss your 2023 revenue
projection. Please expand your disclosure to provide updated information about
the company’s financial position and further risks to the business operations and liquidity
in light of these circumstances.
Prospectus Summary
Our Company, page 1
4.In light of the number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the
exercise price of the warrants and the current trading price of the Class A common stock,
expand your disclosure to discuss your capital resources such that you address any
changes in the company’s liquidity position since the business combination. If the
company is likely to have to seek additional capital, discuss the effect of this offering on
the company’s ability to raise additional capital.
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that TGS Capital Group, LP, a beneficial owner of over 30% of your
outstanding shares, and LTHS Capital Group LP, a beneficial owner of over 30% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.  Please also disclose
here that such shares may be deemed beneficial owned by your CEO, Todd Schwartz, and
director, Theodore Schwartz, respectively.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNamePamela D. Johnson
 Comapany NameOppFi Inc.
 October 30, 2023 Page 3
 FirstName LastName
Pamela D. Johnson
OppFi Inc.
October 30, 2023
Page 3
            Please contact John Stickel at 202-551-3324 or Christian Windsor at 202-551-3419 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance