Item 7.01 Regulation FD Disclosure.
On January 8, 2021, LM Funding America, Inc. (the "Company") issued a press
release, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K, regarding the proposed initial public offering of units of LMF
Acquisition Opportunities, Inc., a special purpose acquisition company and an
indirect subsidiary of the Company ("LMF Acquisition"). LMF Acquisition is
directly owned by LMFAO Sponsor, LLC, a Florida limited liability company
("LMFAO Sponsor") that was organized by, and to which the initial capital was
contributed by, the Company and its executive officers, with the Company owning
75% of LMFAO Sponsor and affiliates of Bruce Rodgers (the Company's Chairman and
CEO) and Richard Russell (the Company's CFO) each purchasing 12.5% of the
initial equity of LMFAO Sponsor. LMF Acquisition will be managed by the
Company's management team.
A registration statement relating to the securities of LMF Acquisition has been
filed with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This Current
Report on Form 8-K 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. When available, copies of the prospectus related to the proposed
initial offering by LMF Acquisition may be obtained for free by visiting Edgar
on the SEC's website at www.sec.gov or from Maxim Group LLC, 405 Lexington
Avenue, 2nd Floor, New York, NY 10174, at (212) 895-3745.
This Current Report on Form 8-K and the press release attached hereto as Exhibit
99.1 are being furnished to the Securities and Exchange Commission under Item
7.01 of Form 8-K in satisfaction of the public disclosure requirements of
Regulation FD and shall not be deemed "filed" for any purpose.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press release issued January 8, 2021
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Forward-Looking Statements
This Current Report on Form 8-K may contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainty. Words such as "anticipate," "estimate," "expect,"
"intend," "plan," and "project" and other similar words and expressions are
intended to signify forward-looking statements. Forward-looking statements are
not guarantees of future results and conditions but rather are subject to
various risks and uncertainties. Such statements are based on the Company's
current expectations and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from those described in the
forward-
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looking statements. Investors are cautioned that there can be no assurance
actual results or business conditions will not differ materially from those
projected or suggested in such forward-looking statements as a result of various
risks and uncertainties. Investors should refer to the risks detailed from time
to time in the reports the Company files with the SEC, including the Company's
Annual Report on Form 10-K for the year ended December 31, 2019, as well as
other filings on Form 10-Q and periodic filings on Form 8-K, for additional
factors that could cause actual results to differ materially from those stated
or implied by such forward-looking statements. The Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise, unless
required by law.
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