SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. )*
Rule 13d-1(b)
X Rule 13d-1(c)
Rule 13d-1(d)
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Capital Partners, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
859,148
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
859,148
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
859,148
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
3.5%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Capital Partners 100, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
114,245
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
114,245
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
114,245
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Select, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,086,971
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,086,971
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,086,971
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
4.5%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Select 100, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
139,558
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
139,558
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
139,558
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PNx
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Capital Investors, Ltd
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
60,291
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
60,291
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
60,291
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Select Master Fund, Ltd
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
147,918
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
147,918
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
147,918
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Capital Management, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
2,408,131
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,408,131
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,408,131
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.9%
|
|
12.
|
TYPE OF REPORTING PERSON
|
IA; PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Jay Petschek
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
2,408,131
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,408,131
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,408,131
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.9%
|
|
12.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Steven Major
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
2,408,131
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,408,131
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,408,131
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.9%
|
|
12.
|
TYPE OF REPORTING PERSON
|
IN
|
|
(a)
|
Name of Issuer:
FG New America Acquisition Corp.
|
|
||
|
(b)
|
Address of Issuer’s Principal Executive Offices:
105 S. Maple Street Itasca, Illinois 60143
|
|
|
(a)
|
Name of Person Filing
The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are: • Corsair Capital Partners, L.P. (“Corsair Capital”)
• Corsair Capital Partners 100, L.P. (“Corsair 100”)
• Corsair Select L.P. (“Corsair Select”)
• Corsair Select 100 L.P. (“Select 100”)
• Corsair Capital Investors, Ltd (“Corsair Investors”)
• Corsair Select Master Fund, Ltd. (“Select Master”)
• Corsair Capital Management, L.P. (“Corsair Management”)
• Jay R. Petschek (“Mr. Petschek”) and
• Steven Major (“Mr. Major”)
Corsair Management acts as the investment manager of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Investors and Select Master. Messrs. Petschek and Major are the controlling persons of Corsair Management.
|
|
||
|
(b)
|
Address of the Principal Office or, if none, residence
The principal business address for each of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Management, Mr. Petschek and Mr. Major is 366 Madison Ave, 12th floor, New York, NY 10017. The principal business address for each of Corsair Investors and Select Master is M&C Corporate Services Ltd, Box 309, George Town, Cayman Islands KY1-1104.
|
|
||
|
(c)
|
Citizenship
Each of Corsair Capital, Corsair 100, Corsair Select, Select 100 and Corsair Management is a limited partnership formed under the laws of the State of Delaware. Each of Corsair Investors and Select Master is an exempted company formed under the laws of the Cayman Islands. Each of Mr. Petschek and Mr. Major is a citizen of the United States. |
|
||
|
(d)
|
Title of Class of Securities
Class A Common Stock, par value $0.0001 per share (“Common Stock”) |
|
||
|
(e)
|
CUSIP Number
30259V106
|
|
|
(a)
|
|
Amount beneficially owned: Collectively, the Reporting Persons beneficially own 2,408,131 shares of Common Stock, 47,656 of which are owned as a result of holding 47,656 of the Issuer’s units. Each
unit consists of one share of the Issuer’s Common Stock and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of the Issuer’s Common Stock. The Issuer’s warrants will become exercisable on the
later of 30 days after the completion of the Issuer’s initial business combination and 12 months from the closing of the Issuer’s initial public offering.
• Corsair Capital individually owns 859,148 shares of Common Stock.
• Corsair 100 individually owns 114,245 shares of Common Stock.
• Corsair Select individually owns 1,086,971 shares of Common Stock.
• Select 100 individually owns 139,558 shares of Common Stock.
• Corsair Investors individually owns 60,291 shares of Common Stock.
• Select Master individually owns 147,918 shares of Common Stock.
• Corsair Management, as the investment manager of each of
Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Investors and Select Master is deemed to beneficially own 2,408,131 shares of Common Stock.
|
|
• Mr. Petschek, as a controlling person of Corsair Management, is deemed to individually beneficially own 2,408,131 shares of Common Stock.
• Mr. Major, as a controlling person of Corsair Management, is deemed to individually beneficially own 2,408,131 shares of Common Stock.
|
||||
|
||||
|
(b)
|
|
Percent of class: Collectively, the Reporting Persons beneficially own 2,408,131 shares of Common Stock, representing 9.9% of all of the outstanding shares of Common Stock based on the 24,356,375 outstanding shares of Common Stock as
reported on the Issuer’s Form 10-Q filed November 12, 2020.
Corsair Capital’s individual ownership of 859,148 shares of Common Stock represents 3.5% of all the outstanding shares of Common Stock.
Corsair 100’s individual ownership of 114,245 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock.
Corsair Select’s individual ownership of 1,086,971 shares of Common Stock represents 4.5% of all the outstanding shares of Common Stock.
Select 100’s individual ownership of 139,558 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock.
Corsair Investors’ individual ownership of 60,291 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock.
Select Master’s individual ownership of 147,918 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock.
Corsair Management’s beneficial ownership of 2,408,131 shares of Common Stock represents 9.9% of all the outstanding shares of Common Stock.
The 2,408,131 shares of Common Stock deemed to be beneficially owned by Mr. Petschek represents 9.9% of all the outstanding shares of Common Stock.
The 2,408,131 shares of Common Stock deemed to be beneficially owned by Mr. Major represents 9.9% of all the outstanding shares of Common Stock.
|
|
|
||||
|
(c)
|
|
Number of shares as to which the person has:
|
|
|
||||
|
|
|
(i)
|
Sole power to vote or to direct the vote shares of Common Stock
Not Applicable
|
|
||||
|
|
|
(ii)
|
Shared power to vote or to direct the vote.
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 859,148 shares of common Stock owned by Corsair Capital.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 114,245 shares of common Stock owned by Corsair 100.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 1,086,971 shares of common Stock owned by Corsair Select.
Select 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 139,558 shares of common Stock owned by Select 100.
Capital Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 60,291 shares of common Stock owned by Corsair Investors.
Select Master, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 147,918 shares of common Stock owned by Select Master.
|
|
||||
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of shares of Common Stock
Not Applicable
|
|
||||
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 859,148 shares of common Stock owned by Corsair Capital.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 114,245 shares of common Stock owned by Corsair 100.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 1,086,971 shares of common Stock owned by Corsair Select.
Select 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 139,558 shares of common Stock owned by Select 100.
Capital Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 60,291 shares of common Stock owned by Corsair Investors.
Select Master, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 147,918 shares of common Stock owned by Select Master.
|
|
Dated February 19, 2021
Dated February 19, 2021