SEC Comment Letter 0000000000-24-001783 to OppFi Inc. (OPFI, OPFI-WT) (CIK 0001818502) (OPFI)
OppFi Inc. (OPFI, OPFI-WT) (CIK 0001818502)
Date: Feb. 14, 2024 · CIK: 0001818502 · Accession: 0000000000-24-001783
AI Filing Summary & Sentiment
File numbers found in text: 333-258698
Letter
United States securities and exchange commission logo February 14, 2024 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 Correspondence filed February 2, 2024 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. Correspondence filed February 2, 2024 Risk Factors Sales of a substantial number of our securities, page 7 1.This risk factor discusses two distinct risks. The first is the general risk to shareholders that a substantial number of shares may be sold into the market, including shares that were acquired for amounts substantially below the cost to unaffiliated shareholders who may have held shares of OppFi or its predecessor at the time of the initial IPO or the business combination. The second is the risk that Mr. Todd Schwartz and Theodore Schwartz, who are your CEO and a member of the board, may sell up to a controlling interest. Revise your disclosure to separately discuss the risks to shareholders from the potential sale of your insiders shares, from the risks associated with the offer and sale of the other securities registered in this registration statement. We remind you that the company and its management are responsible for the accuracy
FirstName LastNamePamela D. Johnson Comapany NameOppFi Inc. February 14, 2024 Page 2 FirstName LastName Pamela D. Johnson OppFi Inc. February 14, 2024 Page 2 and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. 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
February 14, 2024
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
Correspondence filed February 2, 2024
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.
Correspondence filed February 2, 2024
Risk Factors
Sales of a substantial number of our securities, page 7
1.This risk factor discusses two distinct risks. The first is the general risk to shareholders
that a substantial number of shares may be sold into the market, including shares that were
acquired for amounts substantially below the cost to unaffiliated shareholders who may
have held shares of OppFi or its predecessor at the time of the initial IPO or the business
combination. The second is the risk that Mr. Todd Schwartz and Theodore Schwartz, who
are your CEO and a member of the board, may sell up to a controlling interest. Revise
your disclosure to separately discuss the risks to shareholders from the potential sale of
your insiders shares, from the risks associated with the offer and sale of the other
securities registered in this registration statement.
We remind you that the company and its management are responsible for the accuracy
FirstName LastNamePamela D. Johnson
Comapany NameOppFi Inc.
February 14, 2024 Page 2
FirstName LastName
Pamela D. Johnson
OppFi Inc.
February 14, 2024
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
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