UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 30259V 106

CUSIP No. 30259V 106

CUSIP No. 30259V 106

CUSIP No. 30259V 106

This Schedule 13D is filed on behalf of FG New America Investors LLC, a Delaware limited liability company (the “Sponsor”), Larry G. Swets, Jr., D. Kyle Cerminara and Joseph H. Moglia (collectively, the “Reporting Persons”).

Securities acquired: Class A common stock

105 S. Maple Street

Itasca, Illinois 60143

(a) This statement is filed by:

(i) the Sponsor, which is the holder of record of approximately 17.0% of the issued and outstanding shares of all classes of Common Stock of the Issuer (30,300,125) based on the number of shares of Class A common stock (24,356,375) and shares of Class B common stock (5,943,750) outstanding as of October 15, 2020;

(ii) Larry G. Swets, Jr., the Chief Executive Officer and a director of the Issuer and a manager of the Sponsor;

(iii) D. Kyle Cerminara, the President and a director of the Issuer and a manager of the Sponsor; and

(iv) Joseph H. Moglia, the Chairman of the Issuer and a manager of the Sponsor.

All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b) The address of the principal business and principal office of each of the Reporting Persons is 105 S. Maple Street, Itasca, Illinois 60143.

(c) The Sponsor’s principal business is to act as the Issuer’s sponsor in connection with the Issuer’s initial public offering (the “IPO”) and potential business combination. The principal occupation of Larry G. Swets, Jr., D. Kyle Cerminara and Joseph H. Moglia is to serve as Chief Executive Officer, President and Chairman, respectively, of the Issuer and managers of the Sponsor.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Sponsor is a Delaware limited liability company. Larry G. Swets, Jr., D. Kyle Cerminara and Joseph H. Moglia are citizens of the United States.

The aggregate purchase price for the shares of Common Stock currently beneficially owned by the Reporting Persons was $4,655,000. The source of these funds was the working capital of the Sponsor and the personal funds of each of Larry G. Swets, Jr., D. Kyle Cerminara and Joseph H. Moglia.

In connection with the organization of the Issuer, on June 24, 2020, 6,468,750 shares of Class B common stock (the “Founder Shares”) were purchased by the Sponsor for the amount of $30,000, pursuant to a Securities Subscription Agreement, dated July 13, 2020, between the Sponsor and the Issuer (the “Securities Subscription Agreement”), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. On August 7, 2020, the Sponsor transferred an aggregate of 1,250,000 Founder Shares to members of its management and the Issuer’s board of directors, resulting in the Sponsor holding 5,218,750 Founder Shares, each of Messrs. Swets and Moglia holding 300,000 Founder Shares and Mr. Cerminara holding 250,000 Founder Shares. On October 14, 2020, the Sponsor forfeited 525,000 Founder Shares in connection with the underwriters’ exercise of the over-allotment option, resulting in the Sponsor holding 4,693,750 Founder Shares and there being a total of 5,943,750 Founder Shares outstanding.

On September 29, 2020, simultaneously with the consummation of the IPO, the Sponsor purchased 462,500 units (the “Placement Units”) of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated September 29, 2020, by and between the Issuer and the Sponsor (the “Private Placement Units Purchase Agreement”), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one share of Class A common stock and one-half of one warrant, each whole warrant exercisable to purchase one share of Class A common stock, at an exercise price of $11.50 per whole share (as described more fully in the Issuer’s Final Prospectus dated September 29, 2020).

Also simultaneously with the closing of the IPO, pursuant to the Founder Warrants Purchase Agreement, the Issuer completed the private sale of an aggregate of 3,848,750 warrants (the “Founder Warrants”) to the Sponsor at a purchase price of $1.00 per Founder Warrant. The Founder Warrants are identical to the warrants included in the units sold in the IPO (the “Public Warrants”), except that the Founder Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Issuer, (ii) may not (including the Class A common stock issuable upon exercise of such Founder Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Issuer’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

Also simultaneously with the closing of the IPO, pursuant to the $15 Exercise Price Warrants Purchase Agreement, the Issuer completed the private sale of an aggregate of 1,512,500 warrants (the “$15 Exercise Price Warrants”) to the Sponsor at a purchase price of $0.10 per $15 Exercise Price Warrant. The $15 Exercise Price Warrants are identical to the Public Warrants, except that the $15 Exercise Price Warrants are each exercisable to purchase one share of Class A common stock at $15.00 per share, and so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Issuer, (ii) may not (including the Class A common stock issuable upon exercise of such $15 Exercise Price Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Issuer’s initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights and (v) will expire at 5:00 p.m. New York City time ten years after the consummation of the Issuer’s initial business combination.

The shares of Common Stock owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Common Stock from time to time and, subject to certain restrictions, may dispose of any or all of the Common Stock held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below.

Except for the foregoing, the Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) and (c) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons have acquired the shares reported herein for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Issuer’s Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons and their representatives may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with members of the Issuer’s board of directors, members of the Issuer’s management and/or other stockholders of the Issuer from time to time with respect to potential business combination opportunities and operational, strategic, financial or governance matters, or otherwise work with management and the Issuer’s board of directors to identify, evaluate, structure, negotiate, execute or otherwise facilitate a business combination, purchasing additional shares and/or warrants, selling some or all of its shares of Common Stock and/or warrants, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, including swaps and other derivative instruments, or changing its intention with respect to any and all matters referred to in Item 4. Among other things, the Reporting Persons may introduce the Issuer to potential candidates for a business combination, or propose one or more business combinations with potential candidates, which may include candidates that are affiliates of one or more Reporting Persons or in which one or more Reporting Persons otherwise has an equity or other interest. The Reporting Persons may purchase shares of the Issuer’s Common Stock and/or warrants in privately negotiated transactions or in the open market either prior to, in connection with or following the completion of the Issuer’s initial business combination. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires the Issuer to have a minimum net worth or a certain amount of cash at the closing of the Issuer’s initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with the Issuer’s initial business combination. Any such purchases of the Issuer’s securities may result in the completion of the initial business combination that may not otherwise have been possible.

With respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have each agreed (A) to vote its shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a stockholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.

(a)-(b) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 30,300,125 shares of Common Stock, including 24,356,375 shares of Class A common stock and 5,943,750 shares of Class B common stock (reflecting the 525,000 shares of Class B common stock forfeited by the Sponsor in connection with the underwriters’ partial exercise of the over-allotment option)), outstanding as of October 15, 2020, are as follows:

Larry G. Swets, Jr. 

Larry G. Swets, Jr., D. Kyle Cerminara and Joseph Hugh Moglia are the managers of the Sponsor and accordingly may be deemed to have beneficial ownership of securities reported herein. Each of Messrs. Swets, Cerminara and Moglia disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(c) None of the Reporting Persons has effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Securities Subscription Agreement between the Issuer and Sponsor

In connection with the organization of the Issuer, on July 13, 2020, 6,468,750 Founder Shares were purchased by the Sponsor for the amount of $30,000, pursuant to the Securities Subscription Agreement. The Securities Subscription Agreement provided that up to 843,750 Founder Shares purchased by the Sponsor were subject to forfeiture to the extent that the underwriters of the IPO did not exercise its overallotment option in full. On August 7, 2020, the Sponsor transferred an aggregate of 1,250,000 Founder Shares to members of its management and the Issuer's board of directors, resulting in the Sponsor holding 5,218,750 Founder Shares. On October 14, 2020, the Sponsor forfeited 525,000 Founder Shares in connection with the underwriters’ partial exercise of the over-allotment option.

The description of the Securities Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.7 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on August 26, 2020 (and is incorporated by reference herein as Exhibit 10.1).

Private Placement Units Purchase Agreement between the Issuer and Sponsor

On September 29, 2020, simultaneously with the consummation of the IPO, the Sponsor purchased 462,500 Placement Units pursuant to the Private Placement Units Purchase Agreement. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Private Placement Units Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer’s initial business combination, subject to certain limited exceptions as described in the Letter Agreement (as defined below).

The description of the Private Placement Units Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.6 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 2, 2020 (and is incorporated by reference herein as Exhibit 10.2).

Letter Agreement

On September 29, 2020, in connection with the IPO, the Issuer and the Sponsor entered into a letter agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, the Sponsor agreed (A) to vote its Founder Shares, any shares of Common Stock underlying the Placement Units and any public shares held by it in favor of any proposed business combination, (B) not to propose an amendment to the Issuer’s Amended and Restated Certificate of Incorporation that would modify the substance or timing of the Issuer’s obligation to redeem the public shares if the Issuer does not consummate a business combination within 24 months from the completion of the initial public offering, unless the Issuer provides the holders of public shares with the opportunity to redeem such shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer’s trust account set up in connection with the IPO (the “Trust Account”), (C) not to redeem any Founder Shares and any shares underlying the Placement Units into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Issuer’s proposed initial business combination or a vote to amend the provisions of the Issuer’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-business combination activity and (D) that the Founder Shares and any shares of Common Stock underlying the Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor also agreed that in the event of the liquidation of the Trust Account of the Issuer (as defined in the Letter Agreement), it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject as a result of any claim by any vendor or other person who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has discussed entering into a transaction agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account.

The description of the Letter Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on October 2, 2020 (and is incorporated by reference herein as Exhibit 10.3).

Registration Rights Agreement

On September 29, 2020, in connection with the IPO, the Issuer and the Sponsor entered into a registration rights agreement, pursuant to which the Sponsor was granted certain demand and “piggyback” registration rights, which will be subject to customary conditions and limitations, including the right of the underwriter of an offering to limit the number of shares offered.

The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on October 2, 2020 (and is incorporated by reference herein as Exhibit 10.4).

Founder Warrants Purchase Agreement

On September 29, 2020, in connection with the IPO, the Issuer and the Sponsor entered into the Founder Warrants Purchase Agreement, pursuant to which the Issuer sold the Sponsor an aggregate of 3,848,750 Founder Warrants at a purchase price of $1.00 per Founder Warrant.

The summary of such Founder Warrants Purchase Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Form 8-K filed by the Issuer with the SEC on October 2, 2020 (and is incorporated by reference herein as Exhibit 10.5).

$15 Exercise Price Warrants Purchase Agreement

On September 29, 2020, in connection with the IPO, the Issuer and the Sponsor entered into the $15 Exercise Price Warrants Purchase Agreement, pursuant to which the Issuer sold the Sponsor an aggregate of 1,512,500 $15 Exercise Price Warrants at a purchase price of $0.10 per $15 Exercise Price Warrant.

The summary of such $15 Exercise Price Warrants Purchase Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on October 2, 2020 (and is incorporated by reference herein as Exhibit 10.6).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 99.1

JOINT FILING AGREEMENT

AGREEMENT dated as of October 15, 2020 by and between FG New America Investors LLC, a Delaware limited liability company, Larry G. Swets, Jr., D. Kyle Cerminara and Joseph Hugh Moglia (together, the “Parties”).

Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of Common Stock of FG New America Acquisition Corp. Each Party hereto agrees that the Schedule 13D, dated October 15, 2020, relating to such beneficial ownership, is filed on behalf of each of them.

Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Party to the extent it knows or has reason to believe that any information about the other Party is inaccurate.