FG New America Acquisition Corp.

The Up-C collapse simplifies the capital structure to a single class of common stock (85.2M Class A shares outstanding), while the pending BNCCORP acquisition would give OppFi a bank charter, fundamentally changing its business model. The warrant expiration removes a significant overhang on share count, and the new high-interest term loan signals aggressive financing for receivables growth ahead of the bank acquisition.

The quarter's numbers are not in what is present, so none are attributed. What is readable is that the BNCC acquisition is at the filed-S-4 stage awaiting a BNCC shareholder vote, and that the company's ability to keep lending in California turns on litigation against the state regulator over whether AB 539's rate cap applies to it.

This version puts hard numbers where the original filing left blanks: the meeting date, the record date, the expected share issuance and the pro forma ownership percentage are all stated rather than bracketed. The vote threshold is a majority of shares outstanding, not of votes cast, so abstentions and non-votes count against it. The 1.90 share exchange ratio is fixed, so the dollar value of the consideration moves with OppFi's share price between now and closing — the document shows that value moving from $36.49 to $38.01 on price alone.

This is the baseline version of the OppFi/BNCC registration: the economic terms — $19.375 cash and a fixed 1.90 exchange ratio — are already final here, while every number that depends on a measurement date is blank. A holder reading this version cannot yet learn the vote date, the record date or how much of OppFi they would end up owning. Because the ratio is fixed rather than value-protected, the cash value of the stock leg floats with OppFi's price until closing.

Voting power and economics are split by design. The Company contributes cash and newly issued Class V common stock to OppFi in exchange for OppFi Units, and that Class V stock carries one vote per share but no right to dividends or distributions. OppFi then distributes the Class V stock to OppFi Shares, LLC, so the target's holders hold votes at the listed company while their economics sit in units of the operating company. Substantially all assets stay in OppFi and the Company's only assets are its equity interests in OppFi.

The Retained OppFi Units formula divides an adjusted $743,000,000 equity value by $10 after subtracting the Cash Consideration and adjusting for the Company Cash Amount and working capital against a target, so the sellers' unit count moves with cash and working capital rather than with redemptions. Of those units, 25,500,000 are Earnout Units subject to restrictions and potential forfeiture. The Class V voting stock FGNA issues carries one vote per share but no right to dividends or distributions, so voting power and economics are deliberately separated.