8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 14, 2020

FG NEW AMERICA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 001-39550
(Commission File Number) 85-1648122
(IRS Employer Identification No.)

105 S. Maple Street

Itasca, Illinois 60143

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (847) 791-6817

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	FGNA.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	FGNA	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	FGNA WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

As previously reported on a Current Report on Form 8-K of FG New America Acquisition Corp. (the “Company”), on October 2, 2020, the Company consummated its initial public offering (“IPO”) of 22,500,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $225,000,000. In addition, simultaneously with the closing of the IPO, as previously reported on a Current Report on Form 8-K of the Company, the Company consummated (i) the private sale of an aggregate of 462,500 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit to the Company’s sponsor, FG New America Investors LLC (the “Sponsor”), (ii) the private sale of an aggregate of 3,848,750 founder warrants (the “Founder Warrants”) at a price of $1.00 per Founder Warrant to the Sponsor, (iii) the private sale of an aggregate of 1,512,500 (the $15 Exercise Price Warrants”) at a price of $0.10 per $15 Exercise Price Warrant to the Sponsor and (iv) the issuance of 112,500 underwriter units (the “Underwriter Units”) to the underwriters of the IPO (the “Underwriters”). In addition, the Underwriters were granted a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, if any.

On October 14, 2020, the Underwriters partially exercised the over-allotment option and purchased an additional 1,275,000 Units (the “Over-Allotment Units”), generating gross proceeds of $12,750,000. In addition, on October 14, 2020, simultaneously with the sale of the Over-Allotment Units, the Company issued an additional 6,375 Underwriter Units to the Underwriters.

A total of $243,375,000 of the net proceeds from the sale of the Units, the Over-Allotment Units, the Private Placement Units, the Founder Warrants and the $15 Exercise Price Warrants was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, established for the benefit of the Company’s public stockholders. An audited balance sheet as of October 2, 2020 reflecting receipt of the net proceeds from the IPO and the sale of the Private Placement Units, Founder Warrants and $15 Exercise Price Warrants on October 2, 2020, but not the proceeds from the sale of the Over-Allotment Units on October 14, 2020, had been prepared by the Company and previously filed on a Current Report on Form 8-K. The Company’s unaudited pro forma balance sheet as of October 14, 2020, reflecting receipt of the proceeds from the sale of the Over-Allotment Units on the same day is included as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the Press Release issued by the Company announcing the consummation of the sale of the Over-Allotment Units is included as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.	Description
99.1	Pro Forma Balance Sheet as of October 14, 2020.
99.2	Press Release, dated October 14, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FG NEW AMERICA ACQUISITION CORP.
By:	/s/ Larry G. Swets, Jr.
	Name:  Larry G. Swets, Jr.
	Title:  Chief Executive Officer

Dated: October 20, 2020

EX-99.1

Exhibit 99.1

FG New America Acquisition Corp.

Balance Sheet

	October 2,			Pro Forma
	2020			Adjustments			As Adjusted
				(unaudited)			(unaudited)
ASSETS
Current assets
Cash	$	1,209,735		$	-		$	1,209,735
Prepaid expenses		323,237			-			323,237
Total current assets		1,532,972			-			1,532,972
Cash held in trust account		230,625,000			12,750,000	(a)		243,375,000
TOTAL ASSETS	$	232,157,972		$	12,750,000		$	244,907,972
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued offering costs	$	112,000		$	-		$	112,000
Total current liabilities		112,000			-			112,000
TOTAL LIABILITIES	$	112,000		$	-		$	112,000
COMMITMENTS AND CONTINGENCIES
Class A common stock, $0.0001 par value, subject to possible redemption, 22,012,194 and 23,287,194 shares at redemption value, actual and as adjusted, respectively	$	225,624,990		$	12,750,000	(b)	$	238,374,990
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	$	-		$	-		$	-
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,062,806 and 1,069,181 shares issued and outstanding (excluding 22,012,194 and 23,287,194 shares subject to possible redemption), actual and as adjusted, respectively		106			127	(a)		107
					(127	)(b)
					1	(d)
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 and 5,943,750 shares issued and outstanding, actual and as adjusted, respectively		647			(53	)(c)		594
Additional paid-in capital		6,421,229			12,749,873	(a)		6,421,281
					(12,749,873	)(b)
					53	(c)
					(1	)(d)
Accumulated deficit		(1,000	)					(1,000	)
Total Stockholders' Equity		6,420,982			-			6,420,982
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	232,157,972		$	12,750,000		$	244,907,972

The accompanying notes are an integral part of these financial statements.

NOTE 1. CLOSING OF OVER-ALLOTMENT OPTION

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of FG New America Acquisition Corp. (the “Company”) as of October 2, 2020, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on October 14, 2020 as described below.

The Company consummated its initial public offering (the “IPO”) of 22,500,000 units (the “Units”) on October 2, 2020. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share.

In connection with the IPO, the underwriters were granted an option to purchase up to an additional 3,375,000 Units to cover over-allotments, if any. On October 14, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 1,275,000 Units, generating gross proceeds of $12,750,000. In connection with the partial exercise of the over-allotment option by the underwriters, FG New America Investors LLC forfeited 525,000 shares of Class B common stock and the Company issued an additional 6,375 Units to the underwriters.

Pro forma adjustments to reflect the partial exercise of the underwriters’ over-allotment option described above are as follows:

Pro Forma Entries		Debit		Credit
(a)	Cash held in trust account	$	12,750,000
	Class A common stock			$	127
	Additional paid-in capital			$	12,749,873
	To record sale of 1,275,000 over-allotment Units at $10.00 per Unit
(b)	Class A common stock	$	127
	Additional paid-in capital	$	12,749,873
	Class A common stock subject to possible redemption			$	12,750,000
	To reclassify Class A common stock out of permanent equity
(c)	Class B common stock	$	53
	Additional paid-in capital			$	53
	To record forfeiture of 525,000 Class B common stock upon partial exercise of underwriters over-allotment option
(d)	Additional paid-in capital	$	1
	Class A common stock			$	1
	To record issuance of additional 6,375 Units to underwriters upon partial exercise of over-allotment option

EX-99.2

Exhibit 99.2

FG New America Acquisition Corp. Announces Closing of Underwriters’ Over-Allotment Option in Connection with its Initial Public Offering

Itasca, IL – October 14, 2020 – FG New America Acquisition Corp. (NYSE: FGNA.U) (the “Company”) today announced the closing of the issuance of an additional 1,275,000 units pursuant to the partial exercise of the underwriters’ over-allotment option in connection with the Company’s initial public offering. The additional units were sold at the initial offering price of $10.00 per unit, generating additional gross proceeds of $12,750,000 to the Company and bringing the total gross proceeds of the initial public offering to $237,750,000.

FG New America Acquisition Corp. is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company intends to concentrate its efforts on identifying businesses in the insurance and financial services industry, with particular emphasis on businesses that are providing or changing technology for traditional financial services (“FinTech”), insurance (“InsureTech”), or other sectors where disruptive and/or adaptive technology or other factors are driving changes in a new era in the American business landscape.

The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Piper Sandler, 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, by telephone at (866) 805-4128, by email at prospectus@psc.com and ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking-Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and search for an initial business combination. No assurance can be given that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Larry G. Swets, Jr.

(630) 824-8199

lswets@itascafinancial.com