United States securities and exchange commission logo





                              October 30, 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. 3 to Registration Statement on On Form S-3
                                                            File October 11,
2023
                                                            File No. 333-258698

       Dear Pamela D. Johnson:

                                                        We have reviewed your
post-effective amendment and have the following comments.

              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. 3 to Form S-1 on Form S-3 filed October 11,
2023

       Prospectus Cover Page, page i

   1.                                                   We note the significant
number of redemptions of your Class A common stock in
                                                        connection with your
business combination and that the shares being registered for resale
                                                        will constitute a
considerable percentage of your public float. We also note that it appears
                                                        some of the shares
being registered for resale were purchased by the selling
                                                        securityholders for
prices below the current market price of the Class A common stock.
                                                        Highlight the
significant negative impact sales of shares on this registration statement
                                                        could have on the
public trading price of the Class A common stock.
       General, page ii

   2.                                                   We note your disclosure
in the Selling Securityholders section regarding the price each
                                                        selling securityholder
paid for the shares and warrants being registered for resale. Please
                                                        also highlight any
differences in the current trading price, the prices that the Sponsor,
 Pamela D. Johnson
FirstName
OppFi Inc. LastNamePamela D. Johnson
Comapany
October 30,NameOppFi
            2023      Inc.
October
Page 2 30, 2023 Page 2
FirstName LastName
         private placement investors, and other selling securityholders
acquired their shares and
         warrants, and the price that the public securityholders acquired their
shares and warrants.
         Disclose that while the Sponsor, private placement investors, and
other selling
         securityholders may experience a positive rate of return based on the
current trading price,
         the public securityholders may not experience a similar rate of return
on the securities
         they purchased due to differences in the purchase prices and the
current trading price.
         Please also disclose the potential profit the selling securityholders
will earn based on the
         current trading price. Lastly, please include appropriate risk factor
disclosure.
3.       We note that the projected revenues for 2022 were $656 million and for
2023 were
         $875 million, as set forth in the unaudited prospective financial
information management
         prepared and provided to the Board, the company   s financial advisors
and FG New
         America Acquisition Corp in connection with the evaluation of the
Business Combination.
         We also note that your actual revenues for the year ended 2022 were
approximately $451
         million, and for the six months ended June 30, 2023 were approximately
$241 million. It
         appears that you missed your 2022 revenue projections and will miss
your 2023 revenue
         projection. Please expand your disclosure to provide updated
information about
         the company   s financial position and further risks to the business
operations and liquidity
         in light of these circumstances.
Prospectus Summary
Our Company, page 1

4.       In light of the number of redemptions and the unlikelihood that the
company will receive
         significant proceeds from exercises of the warrants because of the
disparity between the
         exercise price of the warrants and the current trading price of the
Class A common stock,
         expand your disclosure to discuss your capital resources such that you
address any
         changes in the company   s liquidity position since the business
combination. If the
         company is likely to have to seek additional capital, discuss the
effect of this offering on
         the company   s ability to raise additional capital.
5.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that TGS Capital Group, LP, a beneficial owner of
over 30% of your
         outstanding shares, and LTHS Capital Group LP, a beneficial owner of
over 30% of your
         outstanding shares, will be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
Please also disclose
         here that such shares may be deemed beneficial owned by your CEO, Todd
Schwartz, and
         director, Theodore Schwartz, respectively.
        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.
 Pamela D. Johnson
OppFi Inc.
October 30, 2023
Page 3

       Please contact John Stickel at 202-551-3324 or Christian Windsor at
202-551-3419 with
any other questions.



FirstName LastNamePamela D. Johnson                      Sincerely,
Comapany NameOppFi Inc.
                                                         Division of
Corporation Finance
October 30, 2023 Page 3                                  Office of Finance
FirstName LastName