SEC Comment Letter 0000000000-23-013769 to OppFi Inc. (OPFI, OPFI-WT) (CIK 0001818502) (OPFI)
OppFi Inc. (OPFI, OPFI-WT) (CIK 0001818502)
Date: Dec. 18, 2023 · CIK: 0001818502 · Accession: 0000000000-23-013769
AI Filing Summary & Sentiment
File numbers found in text: 333-258698
Letter
United States securities and exchange commission logo December 18, 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. 4 to Registration Statement on Form S-3 File December 7, 2023 File No. 333-258698 Dear Pamela D. Johnson: We have reviewed your post-effective amendment and have the following comment. 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. 4 to Form S-1 on Form S-3 filed December 7, 2023 General 1.We note your response to prior comment 2 and your disclosure in footnote 5 to the table on page 5 that you are unable to quantify the actual consideration paid by each holder of Retained OppFi Units for their ownership interest in OppFi-LLC and thus are unable to calculate the potential profit per share or a potential loss per share based on illustrative market price. Please quantify the consideration paid for the 33,788,494 shares held by TGS Capital Group, LP, and 33,764,382 shares held by LTHS Capital Group LP, and disclose the potential profit that Todd G. Schwartz and Theodore Schwartz could earn based on the current trading prices for the shares they beneficially own via these entities. 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. December 18, 2023 Page 2 FirstName LastName Pamela D. Johnson OppFi Inc. December 18, 2023 Page 2 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
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United States securities and exchange commission logo
December 18, 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. 4 to Registration Statement on Form S-3
File December 7, 2023
File No. 333-258698
Dear Pamela D. Johnson:
We have reviewed your post-effective amendment and have the following comment.
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. 4 to Form S-1 on Form S-3 filed December 7, 2023
General
1.We note your response to prior comment 2 and your disclosure in footnote 5 to the table
on page 5 that you are unable to quantify the actual consideration paid by each holder of
Retained OppFi Units for their ownership interest in OppFi-LLC and thus are unable to
calculate the potential profit per share or a potential loss per share based on illustrative
market price. Please quantify the consideration paid for the 33,788,494 shares held
by TGS Capital Group, LP, and 33,764,382 shares held by LTHS Capital Group LP, and
disclose the potential profit that Todd G. Schwartz and Theodore Schwartz could earn
based on the current trading prices for the shares they beneficially own via these entities.
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.
December 18, 2023 Page 2
FirstName LastName
Pamela D. Johnson
OppFi Inc.
December 18, 2023
Page 2
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