As filed with the U.S. Securities and Exchange Commission on September 22, 2021.
Registration No. 333-258698
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OppFi Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 6199 | | 85-1648122 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer
Identification Number) |
130 E. Randolph Street, Suite 3400
Chicago, Illinois 60601
(312) 212-8079
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jared Kaplan
Chief Executive Officer
OppFi Inc.
130 E. Randolph Street, Suite 3400
Chicago, Illinois 60601
(312) 212-8079
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| | |
Shiven Shah Chief Financial Officer OppFi Inc. 130 E. Randolph Street, Suite 3400 Chicago, Illinois 60601 (312) 212-8079 | | Joshua M. Samek, Esq. Penny J. Minna, Esq. DLA Piper LLP (US) 200 South Biscayne Boulevard, Suite 2500 Miami, Florida (305) 423-8500 |
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| | | |
| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
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| | | | Emerging growth company | | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
Title of Each Class of Security Being Registered | | Amount
Being Registered(1) | | Proposed Maximum Offering Price per Security | | Proposed Maximum
Aggregate Offering Price(1) | | Amount of Registration Fee(2) |
Class A common stock, par value $0.0001 per share | | 116,304,132(3) | | $9.33(4) | | $1,085,117,551.56 | | $118,386.33 |
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | | 3,451,964(5) | | —(6) | | —(6) | | —(6) |
Total | | 119,756,096 | | | | $1,085,117,551.56 | | $118,386.33 |
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|
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of the Registrant’s Class A Common Stock, as applicable. |
| (3) | Consists of (i) 100,964,668 shares of Class A Common Stock registered for sale by the selling securityholders named in this registration statement (excluding the shares referred to in the following clauses (ii)-(iv)), (ii) 3,451,964 shares of Class A Common Stock issuable upon exercise of 3,451,964 Private Placement Warrants (as defined below) being registered hereunder, (iii) 11,887,500 shares of Class A Common Stock issuable upon the exercise of 11,887,500 Public Warrants (as defined below). |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the Class A Common Stock on August 4, 2021, as reported on The New York Stock Exchange. |
| (5) | Represents the resale of 3,451,964 Private Placement Warrants being registered hereunder. |
| (6) | In accordance with Rule 457(i), the entire registration fee for the Private Placement Warrants is allocated to the shares of Class A Common Stock underlying such Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants. |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
