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                               April 16, 2021

       Hassan Baqar
       Chief Financial Officer
       FG New America Acquisition Corp.
       105 S. Maple Street
       Itasca, IL 60143

                                                        Re: FG New America
Acquisition Corp.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed March 18,
2021
                                                            File No. 001-39550

       Dear Mr. Baqar:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       Certain Defined Terms, page 1

   1.                                                   Please revise to
disclose and clearly compare and contrast the terms and contractual rights
                                                        of Retained OppFi Units
and Newly Issued OppFi units.
   2.                                                   Please revise to
include all significant defined terms in this section. For instance, include
                                                        Earnout Units, Earnout
Voting Shares, OppFi Units, etc.
       Why am I receiving this proxy statement?, page 17

   3.                                                   We note you disclose
here and in other parts of the document that,    the Company is
                                                        expected to own,
directly or indirectly, approximately 38% of the OppFi Units and will
                                                        control OppFi.
Please revise to more clearly disclose, similar to page 120, that the
                                                        Members will have a
controlling voting interest in the post-combination company and will
                                                        therefore control
OppFi.
 Hassan Baqar
FirstName   LastNameHassan
FG New America    AcquisitionBaqar
                              Corp.
Comapany
April       NameFG New America Acquisition Corp.
       16, 2021
April 216, 2021 Page 2
Page
FirstName LastName
Parties to the Business Combination - OFS, page 35

4.       Please revise to disclose why OFS was formed for the purpose of the
business
         combination and describe its function in the business combination.
Please clarify the
         ownership of OFS.
Organizational Structure, page 38

5.       Please revise to disclose a table showing the number of each type of
OppFi Inc. shares
         outstanding (Class A, Class V, etc.) after the business combination
detailing the number
         that each group (Current FGNA stockholders, Members, etc.) will hold.
6.       Please revise to disclose a table showing the number of OppFi Units
outstanding after the
         business combination detailing the number that each entity will hold.
Risk Factors
Substantially all of our revenue is derived from a single loan product..., page
59

7.       Please revise to quantify, either here or elsewhere in your filing,
the default rate of loans
         facilitated by your platform in recent periods.
If we are unable to manage the risks associated with fraudulent activity...,
page 63

8.       Please revise to clarify whether you have experienced any material
business or
         reputational harm as a result of fraudulent activities in the past. If
so, and if material,
         please also quantify the amount by which such past fraudulent
activities have increased
         your costs. Please also revise to explain the "limited situations" in
which you "cover
         certain fraud losses" of your bank partners and investors in your loan
funding programs,
         as referenced in this risk factor.
If we are unable to manage the risks related to our loan servicing and
collections obligations...,
page 66

9.       Please disclose in greater detail, either here or elsewhere in the
filing, OppFi's experience
         handling collections and the collection procedures currently in place.
We are subject to or facilitate compliance with a variety of federal, state,
and local laws,..., page
82

10.      Please expand the subheading of this risk factor to clearly state the
risks disclosed. Please
         also clarify the risk in the subheading on page 86: "We have been in
the past and may in
         the future be subject to federal and state regulatory inquiries
regarding our business."
The Unaudited Pro Forma Combined Financial Statements, page 118

11.      Please note that Article 11 of Regulation S-X was amended by SEC
Release No. 33-10786
         which revised the pro forma terminology and the basis for pro forma
adjustments. Please
 Hassan Baqar
FirstName   LastNameHassan
FG New America    AcquisitionBaqar
                              Corp.
Comapany
April       NameFG New America Acquisition Corp.
       16, 2021
April 316, 2021 Page 3
Page
FirstName LastName
         revise your pro forma discussion and pro forma adjustments to conform
to the updated
         guidance.
12.      Please tell us how you considered whether the retained OppFi Units
held by Members, as
         presented in the organizational structure on page 38, represent a
non-controlling interest
         that should be presented in the pro forma balance sheet and income
statement. Please
         provide all the relevant facts and circumstances related to the units
and identify all of the
         relevant accounting guidance you considered and identify the key
guidance that supports
         your determination.
Adjustments to Unaudited Pro Forma Combined Balance Sheet, page 125

13.      We note adjustment F represents the pro forma adjustment to eliminate
the OppFi
         Preferred Units. Please revise to disclose all the relevant facts and
circumstances related
         to this adjustment or refer to the portion of the document that
explains this transaction.
14.      We note adjustment J represents the pro forma adjustment for the
cashless exercise of
         OppFi   s outstanding warrants. Please revise to disclose all the
relevant facts and
         circumstances related to this adjustment or refer to the portion of
the document that
         explains this transaction.
15.      Please tell us why you do not present a pro forma adjustment related
to Earnout Units that
         will be issued to the Members as of the Closing Date as discussed on
page 139.
Net Income per Share, page 126

16.      Please revise to present only income available to common shareholders
or tell us why you
         believe presenting income available to Retained OppFi Unitholders is
appropriate and
         consistent with ASC 260.
Proposal No. 1     The Business Combination Proposal
The Business Combination Agreement - Termination, page 142

17.      Please state if the parties agreed to pay any fees in the event that
the business combination
         agreement is terminated.
Certain OppFi Projected Financial Information, page 165

18.      We note that you present Adjusted EBITDA and Adjusted Net Income for
2021, 2022,
         and 2023 in your projections on page 166. Please revise to include a
reconciliation
         consistent with the guidance in Item 10(e)(1)(i)(B). Please also refer
to CD&I Question
         102.10 for guidance.
Non-GAAP Measures, page 167

19.      Please revise to clarify why you believe that Adjusted EBITDA provides
additional
         insight into the quality of your earnings.
 Hassan Baqar
FirstName   LastNameHassan
FG New America    AcquisitionBaqar
                              Corp.
Comapany
April       NameFG New America Acquisition Corp.
       16, 2021
April 416, 2021 Page 4
Page
FirstName LastName
20.      We note your calculation of Pro Forma Fair Market Value Net Income on
page 169.
         Please tell us in detail and revise to disclose what the Loan Loss
Reserve Adjustment,
         Capitalization Adjustment, and Increase/ (Decrease) in FMV adjustment
represent and
         how you calculated them.
Information About OppFi, page 232

21.      Revise generally the disclosure on the OppFi AI that determines
creditworthiness to
         include, for example, the number of variables distilled and the key
metrics relied
         upon, whether applicants receive a type of credit score, and whether
that is disclosed to
         them and how it impacts their APR, loan cost or other terms, and how
loan underwriting
         and pricing is modified based upon the borrower profile obtained.
22.      Noting your disclosure on page 52 that OppFi has a potential for
increased losses for new
         and existing originations caused by applying current AI models to
changing economic
         conditions, including a rapid rise in U.S. unemployment and the
effects of government
         stimulus programs,    please disclose whether the AI model is showing
that the
         creditworthiness of the average customer has improved, declined or
remained flat in
         recent periods.
Company Overview, page 233

23.      We note your disclosure on page 234 that you perform a search for
mainstream lower cost
         credit products for your applicants as part of the lending process.
Please revise to clarify
         what happens once a lower cost credit product is identified.
24.      We note disclosure on page 254 that your originations model has
shifted towards a
         facilitation model with bank partners from a direct origination model.
We also note your
         disclosure on page 257 that the economics of the bank partner model
and the direct model
         are similar and you do not expect a material change to your financials
based on the mix of
         bank partner originations. Please revise here to qualitatively and
quantitatively compare
         and contrast your two origination models clearly identifying the risks
and rewards of each
         model. Specifically discuss the role and functions that the partner
serves in the facilitation
         of a loan including if a partner refers customers to you or you refer
customers to a partner
         and if you refer customers to a partner, how you determine which
partner to refer a
         customer. Additionally, please revise here or in MD&A to discuss the
reasons you have
         shifted towards a bank partner model.
25.      We note disclosure on page 243 that 55% of OppFi   s business is
derived through key
         strategic partners. Please revise to clarify how the strategic partner
is rewarded or
         compensated.
26.      We note your disclosure on pages 56 and F-23 related to your bank
partnership
         agreements. Please revise this section to clearly describe these
agreements and disclose
         how many bank partnerships you have. Your disclosure should allow an
investor to
         clearly understand the material terms and conditions and how they
impact your financial
 Hassan Baqar
FirstName   LastNameHassan
FG New America    AcquisitionBaqar
                              Corp.
Comapany
April       NameFG New America Acquisition Corp.
       16, 2021
April 516, 2021 Page 5
Page
FirstName LastName
         results, business strategies, and regulatory and other risks.
Additionally, please revise to
         clarify how long the Bank   s initial holding period is, to clarify
the company   s
         participation percentage and a description of fees generated or paid.
27.      Please provide support for or a brief explanation of the statement
that "[l]oans facilitated
         on OppFi   s platform are up to 5 times cheaper than payday loans...."
28.      Please revise to explain in greater detail the meaning of the
"Underbanked Option APRs"
         graph within your graphic illustration entitled "Superior Value
Proposition," including,
         without limitation, the meaning of the terms "LTO" and "Earned Wage
Access" and the
         various percentage figures, such as -17,000% for bank overdraft.
29.      Please revise your disclosure in the second full paragraph on page 234
to address the
         following:
             Noting your statement that your proprietary algorithms are
bank-approved,    please
              clarify what    bank-approved    specifically means in this
context.
             Provide support for your statement that traditional credit scores
"are typically not the
              most accurate predictor of this consumer   s ability and
willingness to repay."
30.      We note your disclosure in the penultimate paragraph on page 234 that
"[s]ome OppFi
         consumers also have access to Salary Tap...." Please clarify which
customers have access
         to Salary Tap. Also please quantify the percentage of loans for which
customers have
         used Salary Tap as a repayment mechanism in recent periods.
31.      Noting your statement on page 235 that OppFi was    named the eighth
fastest-growing
         Chicagoland company in 2020,    please clarify the standard used for
this measurement.
OppFi's Solution, page 238

32.      Please revise to include a graphic illustrating each step in the loan
process from
         application to repayment, including:
             an enhanced narrative describing how each step in the process
works;
             the parties involved in the loan process; and
             the life cycle of the loan products.
33.      Please revise to disclose the weighted-average APR charged by you and
your partner
         banks, if different, for each period presented and discuss any changes
or trends.
34.      Please revise to discuss the profitability of a new loan as compared a
refinanced loan.
35.      Please revise to disclose the percentage of loans fully paid off
without a refinancing for
         each period presented and discuss any changes or trends.
OppFi's Competitive Advantages
Digitally-native solution, page 241

36.      Please revise to explain in greater detail how OppFi's relationship
with its bank partners
         "operates much akin to the 'Managing General Agent' relationship with
an insurance
 Hassan Baqar
FG New America Acquisition Corp.
April 16, 2021
Page 6
         carrier...," as you state in the second paragraph on page 241.
Integrated and efficient multi-channel marketing approach, page 243

37.      Noting your decreasing trend in marketing cost per loan and increasing
trend in the
         originations sourced through partners, please revise to discuss how
your marketing costs
         per loan are impacted by loans facilitated by partners. For example,
clarify if and how
         you incur marketing costs related to this origination model and how
they compare to your
         direct origination model.
Legal Proceedings, page 253

38.      Please revise the "Legal Proceedings" section to include a
cross-reference to the related
         risk factor disclosure elsewhere (e.g., on pages 79 and 86).
39.      We note your disclosure that OppFi intends to cooperate with the CFPB
in
         its investigation and that "impacted consumers were already provided
with redress."
         Please revise to clarify the nature of such redress, and quantify the
same, to the extent
         material.
OppFi Management's Discussion and Analysis of Financial Condition and Results
of Operations,
page 253

40.      Please revise your Management   s Discussion and Analysis (MD&A) to
discuss your
         financial condition and changes in financial condition for each of the
periods presented as
         required by Item 303(a) of Regulation S-K.
Key Performance Metrics, page 254

41.      We note disclosure that OppFi regularly reviews several metrics to
evaluate its business,
         measure its performance, identify trends affecting its business,
formulate financial
         projections and make strategic decisions. Please revise to disclose
and discuss all material
         metrics you regularly review.
42.      Please revise to disclose the servicing cost per loan for each period
presented and discuss
         any significant changes or trends.
Total Net Originations, page 254

43.    Please revise to disclose net originations by new and refinanced loans
and discuss any
       significant changes or trends.
FirstName LastNameHassan Baqar
44.    Please revise to disclose the average yield for your finance receivables
for the periods
Comapany   NameFG
       presented,     New how
                  disclose America
                                you Acquisition   Corp.
                                     determined the  yield and discuss any
significant changes or
       trends.
April 16, 2021 Page 6
FirstName LastName
 Hassan Baqar
FirstName   LastNameHassan
FG New America    AcquisitionBaqar
                              Corp.
Comapany
April       NameFG New America Acquisition Corp.
       16, 2021
April 716, 2021 Page 7
Page
FirstName LastName
Marketing Cost per Funded Loan, page 255

45.      Please revise to disclose your marketing cost per funded loan
separately for new loans and
         discuss any significant changes or trends.
46.      To the extent you incur significantly different marketing costs for
loans facilitated by a
         partner as compared to a directly originated loan, please revise to
disclose this metric
         separately for each model and discuss any significant changes or
trends.
Net Charge-Offs as a Percentage of Average Receivables, page 255

47.      We note you disclose that you charge-off loans after they are more
than 90 days
         delinquent. Please revise to clarify this disclosure noting
$13,078,710 of loans 90+ days
         delinquent disclosed on page F-31.
Results of Operations, page 256

48.      Please revise to clarify what loan related income represents. If
material, quantify the
         amounts for the periods presented, discuss trends and disclose your
accounting policies in
         your financial statements.
Income Recognition, page F-24

49.      We note on pages 163 and 233 that you do not charge late fees. We also
note disclosure
         that fees for late payments are recognized as incurred. Please revise
to clarify this apparent
         inconsistent disclosure.
50.      You disclose that you discontinue and reverse the accrual of interest
income on
         installment contracts when they become up to 60 days past due based on
a recency basis
         or up to 90 days past due based on a contractual basis. You also
disclose that you resume
         the accrual of interest when the account is current on a recency or
contractual basis.
         Noting $13,078,710 of finance receivables 90+ days delinquent on a
contractual basis (F-
         31) and $7,559,700 of finance receivables on nonaccrual status (F-31)
at December 31,
         2020, please revise your disclosure to clarify your interest accrual
policies for accounts
         that are 90+ days delinquent on a contractual basis.
Delinquency, page F-26

51.      Please revise to describe what is considered a qualifying payment.
Note 10. Fair Value Measurements, page F-39

52.      Please revise to include the information required by ASC 825-10-50-10.
Note 11. Commitments, Contingencies and Related Party Transactions, page F-39

53.      We note your disclosure related to the materiality of your legal
contingencies on page F-
         40. In accordance with ASC 450-20-50, please revise to clearly
disclose the following
 Hassan Baqar
FG New America Acquisition Corp.
April 16, 2021
Page 8
         information for your legal contingencies in aggregate or individually:

                The amount or range of reasonably possible losses in addition
to amounts accrued, or
                That reasonably possible losses cannot be estimated, or
                That any reasonably possible losses in addition to amounts
accrued are not material to
              your financial statements.
General

54.      Please revise so that the text within the various charts and graphics
throughout your filing
         are legible (e.g., the footnotes to the graphics on pages 167, 233 and
235 - 237).
        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.

        You may contact William Schroeder at 202-551-3294 or Michael Volley at
202-551-
3437 if you have questions regarding comments on the financial statements and
related matters.
Please contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552
with any other
questions.



FirstName LastNameHassan Baqar                                 Sincerely,
Comapany NameFG New America Acquisition Corp.
                                                               Division of
Corporation Finance
April 16, 2021 Page 8                                          Office of
Finance
FirstName LastName