ML.WS / MoneyLion Inc. - Equity Warrant - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39346 MONEYLION INC. (Exact name of registrant as specified in its chart

As filed with the Securities and Exchange Commission on April 17, 2025

As filed with the Securities and Exchange Commission on April 17, 2025 Registration No.

FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MONEYLION INC. ARTICLE 1. NAME

Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MONEYLION INC. ARTICLE 1. NAME The name of the corporation is MoneyLion Inc. aRTICLE 2. REGISTERED OFFICE AND AGENT The address of its registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Se

MoneyLion Inc. 249-245 West 17th Street, 4th Floor New York, NY 10011

Exhibit 99.1 MoneyLion Inc. 249-245 West 17th Street, 4th Floor New York, NY 10011 April 17, 2025 Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004 Attention: Compliance Department Re: Warrant Agreement – Notice of Warrant Adjustment Ladies and Gentlemen: Reference is made to the Warrant Agreement, dated as of June 25, 2020 (the “Warrant Agreement”), by and b

CONTINGENT VALUE RIGHTS AGREEMENT

Exhibit 10.1 Execution Version CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of April 17, 2025 (this “Agreement”), is entered into by and among Gen Digital Inc., a Delaware corporation (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Computer

As filed with the Securities and Exchange Commission on April 17, 2025

As filed with the Securities and Exchange Commission on April 17, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 17, 2025

As filed with the Securities and Exchange Commission on April 17, 2025 Registration No.

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): April 17, 2025 MONEYLION INC. (Ex

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): April 17, 2025 MONEYLION INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39346 85-0849243 (State or Other Jurisdiction of Incorporation) (Commission File Numb

As filed with the Securities and Exchange Commission on April 17, 2025

As filed with the Securities and Exchange Commission on April 17, 2025 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 28, 2025, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on April 17, 2025

As filed with the Securities and Exchange Commission on April 17, 2025 Registration No.

BYLAWS MONEYLION INC. A Delaware Corporation (Adopted as of April 17, 2025) Article I

Exhibit 3.2 BYLAWS OF MONEYLION INC. A Delaware Corporation (Adopted as of April 17, 2025) Article I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the corporation's registered agent at such address shall be Corporation Service Company. Th

As filed with the Securities and Exchange Commission on April 17, 2025

As filed with the Securities and Exchange Commission on April 17, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 17, 2025

As filed with the Securities and Exchange Commission on April 17, 2025 Registration No.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): April 10, 2025 MONEYLION INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39346 85-0849243 (State or Other Jurisdiction of Incorporation) (Commission File Numb

MoneyLion Inc. Stockholders Approve Proposed Acquisition by Gen Digital Inc.

Exhibit 99.1 MoneyLion Inc. Stockholders Approve Proposed Acquisition by Gen Digital Inc. NEW YORK, NY, April 10, 2025—MoneyLion Inc. (“MoneyLion”) (NYSE : ML) today announced that its stockholders voted to approve the definitive agreement with Gen Digital Inc. (“Gen Digital”) (NASDAQ : GEN). The final voting results for the special meeting will be filed in a Form 8-K with the U.S. Securities and

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): April 3, 2025 MoneyLion Inc. (Ex

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): April 3, 2025 MoneyLion Inc. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorpo

MoneyLion Reiterates Merits of Gen Digital Transaction Comprising Total Consideration of Up to Approximately $110 Per Share Total Consideration Including CVR Represents Up to Approximately 80% Premium Over MoneyLion’s 60-day VWAP1 Leading Proxy Advis

Filed by MoneyLion Inc. (Commission File No.: 001-39346) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MoneyLion Inc. (Commission File No.: 001-39346) The following press release was published by MoneyLion Inc., (“MoneyLion”) on April 3, 2025, in connection with the proposed acquisition of Mone

Other Events

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): April 3, 2025 MoneyLion Inc. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorpo

MoneyLion to Hold Special Stockholder Meeting on Proposed Acquisition by Gen Digital

Filed by MoneyLion Inc. (Commission File No.: 001-39346) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MoneyLion Inc. (Commission File No.: 001-39346) The following press release was published by MoneyLion Inc., (“MoneyLion”) on March 10, 2025, in connection with the proposed acquisition of Mon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant                                           ☒ Filed by a party other than the Registrant                                     ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confid

MoneyLion Announces Fourth Quarter and Full Year 2024 Results FY 2024 Record Revenue of $546 Million, Up 29% Year-over-Year FY 2024 Net Income of $9 Million, and Diluted Earnings Per Share of $0.76 FY 2024 Record Adjusted EBITDA of $92 Million, Repre

Exhibit 99.1 MoneyLion Announces Fourth Quarter and Full Year 2024 Results FY 2024 Record Revenue of $546 Million, Up 29% Year-over-Year FY 2024 Net Income of $9 Million, and Diluted Earnings Per Share of $0.76 FY 2024 Record Adjusted EBITDA of $92 Million, Representing 17% Adjusted EBITDA Margin Entered into a Definitive Agreement to be Acquired by Gen Digital NEW YORK, NY, February 25, 2025 – Mo

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): February 25, 2025 MONEYLION INC.

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): February 25, 2025 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File N

Form of 2025 RSU Grant Agreement, by and between MoneyLion Inc. and Diwakar Choubey

MONEYLION INC. OMNIBUS INCENTIVE PLAN RSU GRANT NOTICE MoneyLion Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an Award of RSUs indicated below, which RSUs shall be subject to vesting based on the Participant’s continued employment or service with the Company or, if different, the

List of Subsidiaries of MoneyLion Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT The following are the subsidiaries of MoneyLion Inc., omitting certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X): Name State or Other Jurisdiction of Incorporation of Organization Malka Media Group LLC NY ML Enterprise Inc. D

Insider Trading Policy

MoneyLion Inc. Statement of Policy Concerning Trading in Company Securities Adopted September 22, 2021 Amended as of May 1, 2024 TABLE OF CONTENTS Page No. I. SUMMARY OF POLICY CONCERNING TRADING IN COMPANY SECURITIES 1 II. THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES 1 A. General Rule. 1 B. Who Does the Policy Apply To? 2 C. Other Companies’ Stock. 3 D. Hedging and Deriv

Exhibit 10.20

MONEYLION INC. OMNIBUS INCENTIVE PLAN RSU GRANT NOTICE MoneyLion Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an Award of RSUs indicated below, which RSUs shall be subject to vesting based on the Participant’s continued employment or service with the Company or, if different, the

Form of 2025 RSU Grant Agreement, by and between MoneyLion Inc. and Richard Correia

MONEYLION INC. OMNIBUS INCENTIVE PLAN RSU GRANT NOTICE MoneyLion Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an Award of RSUs indicated below, which RSUs shall be subject to vesting based on the Participant’s continued employment or service with the Company or, if different, the

Form of 2025 RSU Grant Agreement, by and between MoneyLion Inc. and Timmie Hong

MONEYLION INC. OMNIBUS INCENTIVE PLAN RSU GRANT NOTICE MoneyLion Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an Award of RSUs indicated below, which RSUs shall be subject to vesting based on the Participant’s continued employment or service with the Company or, if different, the

Description of Securities.

Exhibit 4.3 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 General As of December 31, 2024, MoneyLion Inc.’s (the “Company”, “MoneyLion”, “we”, “our” and “us”) authorized capital stock consisted of 66,666,666 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 200,000,000 shares of undesignated p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 MoneyLion Inc. (Exact nam

MoneyLion Inc. Financial Restatement Compensation Recoupment Policy.

MONEYLION INC. FINANCIAL RESTATEMENT COMPENSATION RECOUPMENT POLICY This MoneyLion Inc. Financial Restatement Compensation Recoupment Policy (“Policy”) has been adopted by the Board of Directors (the “Board”) of MoneyLion Inc. (the “Company”) on October 31, 2023. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from mater

Byron B. Rooney

Byron B. Rooney +1 212 450 4658 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com Confidential February 13, 2025 Re: MoneyLion Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 File No. 001-39346 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E., Room 4415 Washington,

Byron B. Rooney

draft Byron B. Rooney +1 212 450 4658 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com Confidential December 30, 2024 Re: MoneyLion Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 File No. 001-39346 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E., Room 4415 Washin

Filed by MoneyLion Inc.

Filed by MoneyLion Inc. (Commission File No.: 001-39346) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MoneyLion Inc. (Commission File No.: 001-39346 The following is an extract of a transcript of an interview with Diwakar Choubey, the Chief Executive Officer of MoneyLion Inc. (“MoneyLion”), co

Filed by MoneyLion Inc.

Filed by MoneyLion Inc. (Commission File No.: 001-39346) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MoneyLion Inc. (Commission File No.: 001-39346) A communication in the following form was sent via email to certain business partners of MoneyLion Inc. (“MoneyLion”) in connection with the pro

Form of Voting and Support Agreement, by and among Gen Digital, Inc. and certain stockholders of MoneyLion, Inc.*

Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 10, 2024, is entered into by and among each of the undersigned stockholders (collectively, the “Stockholders” and each, a “Stockholder”) of MoneyLion Inc., a Delaware corporation (the “Company”), and Gen Digital Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined herein shall ha

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): December 10, 2024 Gen Digital Inc

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): December 10, 2024 Gen Digital Inc. (Exact name of registrant as specified in its charter) Delaware 000-17781 77-0181864 (State or other jurisdiction of incorporation or organization)

CONTINGENT VALUE RIGHTS AGREEMENT

Exhibit 10.2 CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 202[5] (this “Agreement”), is entered into by and among Gen Digital Inc., a Delaware corporation (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Computershare Trust” and, tog

AGREEMENT AND PLAN OF MERGER by and among GEN DIGITAL INC., MAVERICK GROUP HOLDINGS, INC. MONEYLION INC. Dated as of December 10, 2024 TABLE OF CONTENTS

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among GEN DIGITAL INC., MAVERICK GROUP HOLDINGS, INC. and MONEYLION INC. Dated as of December 10, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 19 1.3 Certain Interpretations 22 ARTICLE II THE MERGER 23 2.1 The Merger 23 2.2 The Effective Time 24 2.3 The Cl

Agreement and Plan of Merger, by and among MoneyLion, Inc., Gen Digital, Inc., and Maverick Group Holdings, Inc., dated December 10, 2024.*

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among GEN DIGITAL INC., MAVERICK GROUP HOLDINGS, INC. and MONEYLION INC. Dated as of December 10, 2024 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 19 1.3 Certain Interpretations 22 Article II THE MERGER 23 2.1 The Merger 23 2.2 The Effective Time 24 2.3 The Cl

Entry into a Material Definitive Agreement

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): December 10, 2024 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File N

VOTING AGREEMENT

Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December [●], 2024, is entered into by and among each of the undersigned stockholders (collectively, the “Stockholders” and each, a “Stockholder”) of MoneyLion Inc., a Delaware corporation (the “Company”), and Gen Digital Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined herein shall h

Form of Contingent Value Rights Agreement, by and among Gen Digital, Inc., Computershare Inc. and Computershare Trust Company, N.A.

Exhibit 10.2 CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—], 202[5] (this “Agreement”), is entered into by and among Gen Digital Inc., a Delaware corporation (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Computershare Trust” and, tog

Filed by MoneyLion Inc.

Filed by MoneyLion Inc. (Commission File No.: 001-39346) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MoneyLion Inc. (Commission File No.: 001-39346) The following presentation was presented at an all-hands meeting of MoneyLion Inc. (“MoneyLion”) on December 10, 2024, in connection with the pr

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): December 10, 2024 MONEYLION INC.

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): December 10, 2024 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File N

Gen Extends its Financial Wellness Offerings with the Acquisition of MoneyLion Gen Adds Financial Empowerment to Credit and Identity Protection Solutions

Exhibit 99.1 PRESS RELEASE Investor Contact Media Contact Jason Starr Jess Monney Gen Gen [email protected] [email protected] Gen Extends its Financial Wellness Offerings with the Acquisition of MoneyLion Gen Adds Financial Empowerment to Credit and Identity Protection Solutions TEMPE, Ariz. & PRAGUE, December 10, 2024 – Gen Digital Inc. (NASDAQ: GEN), a global leader dedicated to powering Digi

ML / MoneyLion Inc. / Edison Partners VIII, LP Activist Investment

SC 13D/A 1 fp0091366-1sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) MoneyLion, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 60938K304 (CUSIP Number) 281 Witherspoon Street, Floor 3 Princeton, NJ 08540 (609) 873-9237 (Name, Address a

December 10, 2024 Announces Acquisition of MoneyLion Copyright © 2024 Gen Digital Inc. All rights reserved. 2 Forward Looking Statements Certain statements herein and the documents incorporated herein by reference may constitute “forward-looking stat

Exhibit 99.02 December 10, 2024 Announces Acquisition of MoneyLion Copyright © 2024 Gen Digital Inc. All rights reserved. 2 Forward Looking Statements Certain statements herein and the documents incorporated herein by reference may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Rule 175 promu

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): December 10, 2024 MONEYLION INC.

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): December 10, 2024 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File N

Filed by MoneyLion Inc.

Filed by MoneyLion Inc. (Commission File No.: 001-39346) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MoneyLion Inc. (Commission File No.: 001-39346) The following communication was sent via email by Dee Choubey, the Chief Executive Officer of MoneyLion Inc. (“MoneyLion”), on December 10, 2024

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): December 10, 2024 Gen Digital Inc

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): December 10, 2024 Gen Digital Inc. (Exact name of registrant as specified in its charter) Delaware 000-17781 77-0181864 (State or other jurisdiction of incorporation or organization)

Gen Extends its Financial Wellness Offerings with the Acquisition of MoneyLion Gen Adds Financial Empowerment to Credit and Identity Protection Solutions

Exhibit 99.1 PRESS RELEASE Investor Contact Media Contact Jason Starr Jess Monney Gen Gen [email protected] [email protected] Gen Extends its Financial Wellness Offerings with the Acquisition of MoneyLion Gen Adds Financial Empowerment to Credit and Identity Protection Solutions TEMPE, Ariz. & PRAGUE, December 10, 2024 – Gen Digital Inc. (NASDAQ: GEN), a global leader dedicated to powering Digi

Gen Extends its Financial Wellness Offerings with the Acquisition of MoneyLion Gen Adds Financial Empowerment to Credit and Identity Protection Solutions

Exhibit 99.01 PRESS RELEASE Investor Contact Jason Starr Media Contact Jess Monney Gen Gen [email protected] [email protected] Gen Extends its Financial Wellness Offerings with the Acquisition of MoneyLion Gen Adds Financial Empowerment to Credit and Identity Protection Solutions TEMPE, Ariz. & PRAGUE, December 10, 2024 – Gen Digital Inc. (NASDAQ: GEN), a global leader dedicated to powering Dig

2

Filed by Gen Digital Inc. (Commission File No.: 000-17781) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: MoneyLion Inc. (Commission File No.: 001-39346) The following communications were posted on LinkedIn, by Gen Digital Inc., its chief executive officer and its chief financial officer on Decembe

Filed by MoneyLion Inc.

Filed by MoneyLion Inc. (Commission File No.: 001-39346) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MoneyLion Inc. (Commission File No.: 001-39346) The following communication was posted on LinkedIn by Dee Choubey, the Chief Executive Officer of MoneyLion Inc. (“MoneyLion”), on December 10,

Byron B. Rooney

Byron B. Rooney +1 212 450 4658 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com Confidential November 26, 2024 Re: MoneyLion Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 File No. 001-39346 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E., Room 4415 Washington,

Credit Agreement, dated as of November 25, 2024, by and among MoneyLion Inc., as holdings, MoneyLion Technologies Inc., as borrower, the several lenders from time to time party thereto and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent and lead arranger.

Exhibit 10.1 Execution Version SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of November 25, 2024, among moneylion inc., as Holdings, moneylion technologies inc., as the Borrower, The Several Lenders from Time to Time PartY Hereto, and SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY, as Administrative Agent and Lead Arranger Table of Contents Page SECTION 1 DEFI

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): November 25, 2024 (November 25, 2

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): November 25, 2024 (November 25, 2024) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation

Credit Agreement, dated as of November 25, 2024, by and among MoneyLion Inc., as holdings, MoneyLion Technologies Inc., as borrower, the several lenders from time to time party thereto and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent and lead arranger.

Exhibit 10.1 Execution Version SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of November 25, 2024, among moneylion inc., as Holdings, moneylion technologies inc., as the Borrower, The Several Lenders from Time to Time PartY Hereto, and SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY, as Administrative Agent and Lead Arranger Table of Contents Page SECTION 1 DEFI

MoneyLion Announces Successful Completion of Senior Debt Refinancing Refinancing Existing Debt Significantly Lowers Cost of Capital by Approximately 550 Basis Points and Extends Maturity to 2029

Exhibit 99.1 MoneyLion Announces Successful Completion of Senior Debt Refinancing Refinancing Existing Debt Significantly Lowers Cost of Capital by Approximately 550 Basis Points and Extends Maturity to 2029 NEW YORK, NY, November 25, 2024 – MoneyLion Inc. (“MoneyLion” or the “Company”) (NYSE: ML), a digital ecosystem for consumer finance that empowers everyone to make their best financial decisio

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): November 25, 2024 (November 25, 2

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): November 25, 2024 (November 25, 2024) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation

MoneyLion Announces Successful Completion of Senior Debt Refinancing Refinancing Existing Debt Significantly Lowers Cost of Capital by Approximately 550 Basis Points and Extends Maturity to 2029

Exhibit 99.1 MoneyLion Announces Successful Completion of Senior Debt Refinancing Refinancing Existing Debt Significantly Lowers Cost of Capital by Approximately 550 Basis Points and Extends Maturity to 2029 NEW YORK, NY, November 25, 2024 – MoneyLion Inc. (“MoneyLion” or the “Company”) (NYSE: ML), a digital ecosystem for consumer finance that empowers everyone to make their best financial decisio

ML / MoneyLion Inc. / StepStone Group LP - SC 13G/A Passive Investment

SC 13G/A 1 d871497dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* MoneyLion Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 60938K 304 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement)

Amendment No. 1 to Master Receivables Purchase Agreement, dated as of July 19, 2024, by and among Sound Point Capital Management LP, as purchaser agent, SP Main Street Funding I LLC, as initial purchaser, and ML Plus LLC, as seller.

Execution Copy AMENDMENT NO. 1 TO MASTER RECEIVABLES PURCHASE AGREEMENT This Amendment No. 1 to the Master Receivables Purchase Agreement, (this “Amendment”), dated as of July 19, 2024 (the “Amendment Date”) by and among Sound Point Capital Management, LP, a Delaware limited partnership, as purchaser agent (the “Purchaser Agent”), SP Main Street Funding I LLC, a Delaware limited liability company

Omnibus Amendment No. 2 to Purchase Agreement and Amendment No. 1 to Servicing Agreement, dated as of August 23, 2024, by and among MoneyLion Technologies Inc., as servicer, Sound Point Capital Management LP, as purchaser agent, SP Main Street Funding I LLC, as initial purchaser, and ML Plus LLC, as seller.

[*****] = Certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential Execution Version Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 Money

Amendment No. 4 to the Amended and Restated Carrying Agreement, dated July 10, 2024, by and between DriveWealth, LLC and ML Wealth, LLC.

Execution Copy [*****] = Certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential AMENDMENT NO.

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): November 7, 2024 MONEYLION INC. (

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): November 7, 2024 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Nu

MoneyLion Announces Third Quarter 2024 Results Record Revenue of $135 Million, Up 23% Year-over-Year Net Income before Income Taxes of $0.5 Million, Net Loss of $2.8 Million Adjusted EBITDA of $24 Million, Representing 18.0% Adjusted EBITDA Margin Ma

Exhibit 99.1 MoneyLion Announces Third Quarter 2024 Results Record Revenue of $135 Million, Up 23% Year-over-Year Net Income before Income Taxes of $0.5 Million, Net Loss of $2.8 Million Adjusted EBITDA of $24 Million, Representing 18.0% Adjusted EBITDA Margin Management Raises FY 2024 Revenue and Adjusted EBITDA Guidance NEW YORK, NY, November 7, 2024 – MoneyLion Inc. (“MoneyLion”) (NYSE: ML), a

MoneyLion Announces $20 Million Share Repurchase Program

Exhibit 99.1 MoneyLion Announces $20 Million Share Repurchase Program NEW YORK, NY, August 26, 2024 – MoneyLion Inc. (“MoneyLion”) (NYSE: ML), a digital ecosystem for consumer finance that empowers everyone to make their best financial decisions, today announced that its Board of Directors has authorized the repurchase of up to $20 million of MoneyLion’s outstanding Class A common stock (the “Repu

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): August 26, 2024 MONEYLION INC. (E

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): August 26, 2024 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Num

Servicing Agreement, dated as of June 30, 2024, by and among MoneyLion Technologies Inc., as servicer, Sound Point Capital Management LP, as purchaser agent, and SP Main Street Funding I LLC and each additional purchaser from time to time party thereto, as purchasers.

[*****] = Certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential Execution Version SERVICING AGREEMENT THIS SERVICING AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2024, by and MoneyLion Technologies Inc.

Amendment No. 3 to Credit Agreement, dated as of June 30, 2024, by and among MoneyLion Technologies Inc., as borrower, the various financial institutions party thereto, as lenders, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders.

Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of June 30, 2024 (this “Amendment”), to the Credit Agreement, dated as of March 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MONEYLION TECHNOLOGIES INC., a Delaware corporation (the “Company” or “Borrower”); the financial instit

MoneyLion Announces Second Quarter 2024 Results Record Revenue of $131 Million, Up 23% Year-over-Year GAAP Net Income of $3.1 Million; Diluted EPS of $0.26 Adjusted EBITDA of $18.5 Million, Representing 14.2% Adjusted EBITDA Margin Management Provide

Exhibit 99.1 MoneyLion Announces Second Quarter 2024 Results Record Revenue of $131 Million, Up 23% Year-over-Year GAAP Net Income of $3.1 Million; Diluted EPS of $0.26 Adjusted EBITDA of $18.5 Million, Representing 14.2% Adjusted EBITDA Margin Management Provides Q3 & FY 2024 Guidance NEW YORK, NY, August 6, 2024 – MoneyLion Inc. (“MoneyLion”) (NYSE: ML), a digital ecosystem for consumer finance

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): August 6, 2024 (August 2, 2024) M

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): August 6, 2024 (August 2, 2024) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Com

Third Amendment to Account Servicing Agreement, by and between ML Plus LLC and Pathward, N.A.

Exhibit 10.1 [*****] = Certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential THIRD AMENDMENT TO ACCOUNT SERVICING AGREEMENT This Third Amendment to Account Servicing Agreement (“Third Amendment”) is entered into as of August 2, 2024 (the “Third Amendment Effective Date”) by and between

Master Receivables Purchase Agreement, dated as of June 30, 2024, by and among ML Plus LLC, as seller, Sound Point Capital Management LP, as purchaser agent, and SP Main Street Funding I LLC and each additional purchaser from time to time party thereto, as purchasers.

[*****] = Certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential Execution Version MASTER RECEIVABLES PURCHASE AGREEMENT among SOUND POINT CAPITAL MANAGEMENT, LP, as Purchaser Agent, SP MAIN STREET FUNDING I LLC as Initial Purchaser THE ADDITIONAL PURCHASERS TIME TO TIME PARTY HERETO, and ML Plus LLC, as Seller dated as of June 30, 2024 [MoneyLion] Master Receivables Purchase Agreement Table of Contents Page Section 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 MoneyLion

MoneyLion Appoints Leading Bank Executive Brad Hanson as Director and Audit Committee Chair

Exhibit 99.1 MoneyLion Appoints Leading Bank Executive Brad Hanson as Director and Audit Committee Chair NEW YORK - July 16, 2024 - MoneyLion Inc. (“MoneyLion”) (NYSE: ML), a digital ecosystem for consumer finance that empowers everyone to make their best financial decisions, today announced that its Board of Directors has elected Brad Hanson, formerly President and Chief Executive Officer of Path

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): July 16, 2024 (July 11, 2024) MON

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): July 16, 2024 (July 11, 2024) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commi

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): July 5, 2024 (June 30, 2024) MONE

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): July 5, 2024 (June 30, 2024) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commis

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) MONEYLION INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fe

As filed with the Securities and Exchange Commission on June 14, 2024

As filed with the Securities and Exchange Commission on June 14, 2024 Registration No.

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): June 13, 2024 (June 13, 2024) MON

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): June 13, 2024 (June 13, 2024) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commi

Financial Statements and Exhibits, Other Events

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): May 16, 2024 (May 15, 2024) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commiss

MoneyLion Inc. 249-245 West 17th Street, Floor 4 New York, NY 10011

MoneyLion Inc. 249-245 West 17th Street, Floor 4 New York, NY 10011 May 15, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: David Gessert and Sandra Hunter Berkheimer Re: MoneyLion Inc. Registration Statement on Form S-3 Registration No. 333-277732 Dear Mr. Gessert and Ms. Hunter B

As filed with the Securities and Exchange Commission on May 7, 2024

As filed with the Securities and Exchange Commission on May 7, 2024 Registration No.

Byron B. Rooney

Byron B. Rooney +1 212 450 4658 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com Confidential May 7, 2024 Re: MoneyLion Inc. Registration Statement on Form S-3 Filed on March 7, 2024 File No. 333-277732 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E., Room 4415 Washington, D

MoneyLion Announces First Quarter 2024 Results Record Revenue of $121 Million, Up 29% Year-over-Year Record GAAP Net Income of $7 Million; Diluted EPS of $0.60 Record Adjusted EBITDA of $23 Million, Representing a 19.4% Adjusted EBITDA Margin

Exhibit 99.1 MoneyLion Announces First Quarter 2024 Results Record Revenue of $121 Million, Up 29% Year-over-Year Record GAAP Net Income of $7 Million; Diluted EPS of $0.60 Record Adjusted EBITDA of $23 Million, Representing a 19.4% Adjusted EBITDA Margin NEW YORK, NY, May 7, 2024 – MoneyLion Inc. (“MoneyLion”) (NYSE: ML), a leader in financial technology powering the next generation of personaliz

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): May 7, 2024 MONEYLION INC. (Exact

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): May 7, 2024 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Number)

Employment Agreement, dated as of March 14, 2022, by and between MoneyLion Technologies Inc. and Adam VanWagner.

EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of March 14, 2022 (the “Effective Date”) by and between MoneyLion Technologies Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 MoneyLion

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––– Schedule 14A ––––––––––––––––––––––––––– Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––– Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 8, 2024 (March 7, 2024) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commi

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) MoneyLion Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value $0.0001 per

List of Subsidiaries of MoneyLion Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT The following are the subsidiaries of MoneyLion Inc., omitting certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X): Name State or Other Jurisdiction of Incorporation of Organization Malka Media Group LLC NY ML Enterprise Inc. D

MoneyLion Announces Fourth Quarter and Full Year 2023 Results FY 2023 Record Revenue of $423.4 Million, Up 24% Year-over-Year FY 2023 60% Gross Profit Margin, Compared to 57% in FY 2022 FY 2023 Net Loss of $45.2 Million and Q4 2023 Net Loss of $4.2 M

Exhibit 99.1 MoneyLion Announces Fourth Quarter and Full Year 2023 Results FY 2023 Record Revenue of $423.4 Million, Up 24% Year-over-Year FY 2023 60% Gross Profit Margin, Compared to 57% in FY 2022 FY 2023 Net Loss of $45.2 Million and Q4 2023 Net Loss of $4.2 Million FY 2023 Record Adjusted EBITDA of $46.4 Million; Q4 2023 Record Adjusted EBITDA of $16.5 Million Management Expects Accelerating R

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 7, 2024 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Numbe

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) MONEYLION INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 MoneyLion Inc. (Exact nam

As filed with the Securities and Exchange Commission on March 7, 2024

As filed with the Securities and Exchange Commission on March 7, 2024 Registration No.

Exhibit 4.3

Exhibit 4.3 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 General As of December 31, 2023, MoneyLion Inc.’s (the “Company”, “MoneyLion”, “we”, “our” and “us”) authorized capital stock consisted of 66,666,666 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 200,000,000 shares of undesignated p

As filed with the Securities and Exchange Commission on March 7, 2024

As filed with the Securities and Exchange Commission on March 7, 2024 Registration No.

MoneyLion Inc. Financial Restatement Compensation Recoupment Policy.

MONEYLION INC. FINANCIAL RESTATEMENT COMPENSATION RECOUPMENT POLICY This MoneyLion Inc. Financial Restatement Compensation Recoupment Policy (“Policy”) has been adopted by the Board of Directors (the “Board”) of MoneyLion Inc. (the “Company”) on October 31, 2023. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from mater

FUSE / Fusion Acquisition Corp - Class A / StepStone Group LP - SC 13G/A Passive Investment

SC 13G/A 1 d767879dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* MoneyLion Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 60938K 304 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement)

FUSE / Fusion Acquisition Corp - Class A / FINTECH COLLECTIVE MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d710389dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* MONEYLION INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 60938K106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Che

MoneyLion Announces Third Quarter 2023 Results Record Revenue of $110 Million, Up 24% Year-over-Year Net Income Before Other Expense and Income Taxes of $1 Million Compared to ($24) Million in Q3 2022 Quarterly Net Loss of $4 Million and Record Adjus

Exhibit 99.1 MoneyLion Announces Third Quarter 2023 Results Record Revenue of $110 Million, Up 24% Year-over-Year Net Income Before Other Expense and Income Taxes of $1 Million Compared to ($24) Million in Q3 2022 Quarterly Net Loss of $4 Million and Record Adjusted EBITDA of $13 Million Cash Flow After Operating and Investing Activities of $8 Million for Q3 2023 NEW YORK, NY, November 7, 2023 – M

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2023 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 Money

Amendment No. 3 to the Amended and Restated Carrying Agreement, dated September 15, 2023, by and between DriveWealth, LLC and ML Wealth, LLC (incorporated by reference to Exhibit 10.1 to MoneyLion Inc.'s Quarterly Report on Form 10-Q (File 001-39346), filed with the SEC on November 7, 2023).

Execution Copy [*****] = Certain information contained in this document, marked by brackets, has been omitted because the registrant customarily and actually treats such information as private or confidential and it is not material.

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 29, 2023 (August 25, 2023) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (C

Form of PSU Grant Agreement (Share Price) (incorporated by reference to Exhibit 10.1 of MoneyLion Inc.'s Current Report on Form 8-K (File No. 001-39346), filed with the SEC on August 29, 2023).

Exhibit 10.1 MONEYLION INC. OMNIBUS INCENTIVE PLAN 2023 PSU GRANT NOTICE (SHARE PRICE) MoneyLion Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an Award of performance share units (“PSUs”) indicated below, which PSUs shall be subject to vesting based on the Participant’s continued e

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2023 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 MoneyLion

MoneyLion Announces Second Quarter 2023 Results Record Revenue of $107 Million, Up 22% Year-over-Year Net Loss Before Other Expense and Income Taxes of $2 Million Compared to $27 Million in Q2 2022 Quarterly Net Loss of $28 Million and Record Adjuste

Exhibit 99.1 MoneyLion Announces Second Quarter 2023 Results Record Revenue of $107 Million, Up 22% Year-over-Year Net Loss Before Other Expense and Income Taxes of $2 Million Compared to $27 Million in Q2 2022 Quarterly Net Loss of $28 Million and Record Adjusted EBITDA of $9 Million Gross Profit and Adjusted EBITDA Margin Expansion in Q2 2023 Compared to Q1 2023 Near-Breakeven Cash Flows after O

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): June 16, 2023 (June 15, 2023) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commi

FUSE / Fusion Acquisition Corp - Class A / Frommer Jeffrey - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. )* MoneyLion Inc. (Name of Issuer) Classs A common stock, par value $0.0001 per share (Title of Class of Securities) 60938K106 (CUSIP Number) Daniel Fried, Patrick Capra,

Form of Restricted Stock Agreement*

Exhibit 1 Execution Version RESTRICTED STOCK AGREEMENT This RESTRICTED STOCK AGREEMENT, dated as of November 15, 2021 (this “Agreement”), is entered into by and between [ ] (the “Holder”) and MONEYLION INC.

Joint Filing Agreement dated as of June 2, 2023 by and among the Reporting Persons.*

EX-99.1 3 ea179720ex99-1money.htm JOINT FILING AGREEMENT DATED AS OF JUNE 2, 2023 BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the c

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 1, 2023 (May 26, 2023) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commiss

Amendment No. 1 to Credit Agreement, dated as of March 30, 2023, by and among MoneyLion Technologies Inc., as borrower, the various financial institutions party thereto, as lenders, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to MoneyLion Inc.'s Quarterly Report on Form 10-Q (File 001-39346), filed with the SEC on May 9, 2023).

Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 30, 2023 (this “Amendment”), to the Credit Agreement, dated as of March 24, 2022 (the “Credit Agreement”), among MONEYLION TECHNOLOGIES INC., a Delaware corporation (the “Company” or “Borrower”); the financial institutions that are or may from time to time become parties thereto (together w

MoneyLion’s Q1 2023 Results Highlight Growth and Steady Path to Profitability GAAP Revenue of $94 million in the First Quarter of 2023, up 34% Year-over-Year Reached Quarterly GAAP Net Loss of $9 million and Positive Adjusted EBITDA of $7 million Tot

Exhibit 99.1 MoneyLion’s Q1 2023 Results Highlight Growth and Steady Path to Profitability GAAP Revenue of $94 million in the First Quarter of 2023, up 34% Year-over-Year Reached Quarterly GAAP Net Loss of $9 million and Positive Adjusted EBITDA of $7 million Total Customer Adds of 1.3 Million in Q1 2023; Total Customers up 102% Year-over-Year to 7.8 Million NEW YORK, NY, May 9, 2023 – MoneyLion I

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated July 7, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2023 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction (Commission File Number) (IRS Employer of

MONEYLION INC. Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated June 27, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 MoneyLion

MONEYLION INC. Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated June 27, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated July 7, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

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): May 4, 2023 (April 28, 2023) MONE

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): May 4, 2023 (April 28, 2023) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commis

Amendment No. 2 to Credit Agreement, dated as of April 28, 2023, by and among MoneyLion Technologies Inc., as borrower, the various financial institutions party thereto, as lenders, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to MoneyLion Inc.'s Current Report on Form 8-K (File 001-39346), filed with the SEC on May 4, 2023).

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of April 28, 2023 (this “Amendment”), to the Credit Agreement, dated as of March 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MONEYLION TECHNOLOGIES INC., a Delaware corporation (the “Company” or “Borrower”); the fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated July 7, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

MoneyLion Announces 1-for-30 Reverse Stock Split of Class A Common Stock Class A Common Stock Expected to Begin Trading on Reverse Split-Adjusted Basis on April 25, 2023

Exhibit 99.1 MoneyLion Announces 1-for-30 Reverse Stock Split of Class A Common Stock Class A Common Stock Expected to Begin Trading on Reverse Split-Adjusted Basis on April 25, 2023 NEW YORK, NY, April 21, 2023 – MoneyLion Inc. (“MoneyLion”) (NYSE: ML), a leader in financial technology powering the next generation of personalized products and content, today announced that its Board of Directors h

Certificate of Amendment to the MoneyLion Inc. Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to MoneyLion Inc.'s Current Report on Form 8-K (File 001-39346), filed with the SEC on April 24, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MONEYLION INC. MoneyLion Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: That the Board of Directors of the Corporation (the “Board”) has duly adopted resolutions

MONEYLION INC. Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated June 27, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

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): April 24, 2023 (April 19, 2023) M

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): April 24, 2023 (April 19, 2023) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 ea175445-pre14amoneylion.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration No.

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): March 17, 2023 (March 15, 2023) M

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): March 17, 2023 (March 15, 2023) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Com

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated July 7, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated July 7, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) MoneyLion Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value $0.0001 per

MONEYLION INC. Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated June 27, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

MONEYLION INC. Class A Common Stock

424B3 1 ea175422-424b3moneylion.htm PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated June 27, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No. 333-263775 MONEYLION INC. Class A Common Stock Recent Developments This prospectus supplement (the “Prospectus Supplement”) is being filed to update and supplemen

Amended and Restated Bylaws of MoneyLion Inc., effective as of March 15, 2023 (incorporated by reference to Exhibit 3.2 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 16, 2023).

AMENDED AND RESTATED BYLAWS OF MONEYLION INC. (the “Corporation”) Effective as of March 15, 2023 * * * * * Article 1 Offices Section 1.01 . Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02 . Other Offices. The Corporation may also have offices at such other places both within and without the State

Form of PSU Grant Agreement (Share Price).

MONEYLION INC. OMNIBUS INCENTIVE PLAN PSU GRANT NOTICE (SHARE PRICE) MoneyLion Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an Award of performance share units (“PSUs”) indicated below, which PSUs shall be subject to vesting based on the Participant’s continued employment or servi

Form of RSU Grant Agreement (incorporated by reference to Exhibit 10.17 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 16, 2023).

MONEYLION INC. OMNIBUS INCENTIVE PLAN RSU GRANT NOTICE MoneyLion Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an Award of RSUs indicated below, which RSUs shall be subject to vesting based on the Participant’s continued employment or service with the Company or, if different, the

Form of PSU Grant Agreement (Annual) (incorporated by reference to Exhibit 10.18 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 16, 2023).

MONEYLION INC. OMNIBUS INCENTIVE PLAN PSU GRANT NOTICE (ANNUAL) MoneyLion Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an Award of performance share units (“PSUs”) indicated below, which PSUs shall be subject to vesting based on specified performance goals set forth in Appendix 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 MoneyLion Inc. (Exact nam

Code of Business Conduct and Ethics of MoneyLion Inc.

MoneyLion Inc. Code of Business Conduct and Ethics Updated as of November 7, 2022 1) Introduction This Code of Business Conduct and Ethics (“Code”) has been adopted by the Board of Directors (the “Board”) of MoneyLion Inc. (together with its subsidiaries, the “Company”), and summarizes the standards that must guide the actions of our Company’s employees, officers and directors. While covering a wi

List of Subsidiaries of MoneyLion Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT The following are the subsidiaries of MoneyLion Inc., omitting certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X): Name State or Other Jurisdiction of Incorporation of Organization Malka Media Group LLC NJ ML Enterprise Inc. D

Description of Securities.

Exhibit 4.3 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 General As of December 31, 2022, MoneyLion Inc.’s (the “Company”, “MoneyLion”, “we”, “our” and “us”) authorized capital stock consisted of 2,000,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 200,000,000 shares of undesignate

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): March 14, 2023 MONEYLION INC. (Ex

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): March 14, 2023 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Numb

MoneyLion Reports Record Fourth Quarter and Full Year 2022 Results, Reached Significant Profitability Milestone Exiting 2022 Record GAAP and Adjusted Revenue for Fourth Quarter and Full Year 2022 Record Customer Adds of 1.1 Million in Q4 2022; Total

Exhibit 99.1 MoneyLion Reports Record Fourth Quarter and Full Year 2022 Results, Reached Significant Profitability Milestone Exiting 2022 Record GAAP and Adjusted Revenue for Fourth Quarter and Full Year 2022 Record Customer Adds of 1.1 Million in Q4 2022; Total Customers up 97% Year-over-Year to 6.5 Million Management Expects Positive Adjusted EBITDA for Full Year 2023 NEW YORK, NY, March 14, 202

FUSE / Fusion Acquisition Corp / FINTECH COLLECTIVE MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d456394dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MONEYLION INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 60938K106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Che

FUSE / Fusion Acquisition Corp / StepStone Group LP - SC 13G/A Passive Investment

SC 13G/A 1 d423746dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* MoneyLion Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 60938K 106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

AGREEMENT

EX-99.1 2 d423746dex991.htm EX-99.1 EXHIBIT 99.1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 10

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): December 8, 2022 MONEYLION INC. (

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): December 8, 2022 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Nu

Investor Day December 8, 2022 (NYSE: ML) USE OF NON - GAAP FINANCIAL MEASURES Some of the financial information and data contained in this presentation, such as Adjusted Revenue, Adjusted Gross Profit and Adjusted EBITDA, have not been prepared in ac

Exhibit 99.1 Investor Day December 8, 2022 (NYSE: ML) USE OF NON - GAAP FINANCIAL MEASURES Some of the financial information and data contained in this presentation, such as Adjusted Revenue, Adjusted Gross Profit and Adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”) . MoneyLion management uses these non - GAAP measures for v

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated July 7, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

MONEYLION INC. Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated June 27, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): November 25, 2022 (November 23, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 18, 2022 (November 15, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation

MONEYLION INC. Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated June 27, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated July 7, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

Second Amendment to Account Servicing Agreement, dated as of September 6, 2022, by and between ML Plus LLC and Pathward, N.A. (f/k/a MetaBank, N.A.) (incorporated by reference to Exhibit 10.1 of MoneyLion Inc.'s Quarterly Report on Form 10-Q (File No. 001-39346), filed with the SEC on November 10, 2022).

SECOND AMENDMENT TO ACCOUNT SERVICING AGREEMENT This Second Amendment to Account Servicing Agreement (“Second Amendment”) is entered into as of September 6, 2022 (the “Second Amendment Effective Date”) by and between Pathward, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 Money

MoneyLion Reports Record Third Quarter 2022 Results Record GAAP and Adjusted Revenue for Third Quarter 2022; Continued Progress Towards Profitability Quarterly GAAP Revenue up 101% Year-over-Year; Adjusted Revenue up 103% Year-over-Year Net Loss of $

Exhibit 99.1 MoneyLion Reports Record Third Quarter 2022 Results Record GAAP and Adjusted Revenue for Third Quarter 2022; Continued Progress Towards Profitability Quarterly GAAP Revenue up 101% Year-over-Year; Adjusted Revenue up 103% Year-over-Year Net Loss of $21.0 million in Q3 from $23.1 million in Q2; Adj. EBITDA of ($14.3) million in Q3 from ($18.5) million in Q2 New Customer Adds of 780K; T

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2022 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File N

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated July 7, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

MONEYLION INC. Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated June 27, 2022) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Results of Operations and Financial Condition

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): August 11, 2022 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

MoneyLion Reports Record Second Quarter 2022 Results, Raises Full Year Adjusted Revenue Guidance and Reaffirms Breakeven Adjusted EBITDA Target Exiting 2022 Record Quarterly Adjusted Revenue up 131% Year-over-Year Record New Customer Adds of ~950k; T

Exhibit 99.1 MoneyLion Reports Record Second Quarter 2022 Results, Raises Full Year Adjusted Revenue Guidance and Reaffirms Breakeven Adjusted EBITDA Target Exiting 2022 Record Quarterly Adjusted Revenue up 131% Year-over-Year Record New Customer Adds of ~950k; Total Customers Grew 124% Year-over-Year to 4.9 million Maintained Leading Unit Economics: CAC Decreased to $9 ($16 in Q1), ARPU Increased

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): August 11, 2022 (August 8, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39346 MoneyLio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 MoneyLion

As filed with the Securities and Exchange Commission on July 13, 2022

As filed with the Securities and Exchange Commission on July 13, 2022 Registration No.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) MoneyLion Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value $0.0001 per

MONEYLION INC. 198,372,672 Shares of Class A Common Stock 8,100,000 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260254 PROSPECTUS MONEYLION INC. 198,372,672 Shares of Class A Common Stock 8,100,000 Warrants to Purchase Shares of Class A Common Stock The selling stockholders named in this prospectus (the ?Selling Stockholders?) may offer and sell from time to time up to 172,772,672 shares of MoneyLion Inc. Class A common stock, par value $0.0001 per share

MoneyLion Inc. Amended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to MoneyLion Inc.’s Registration Statement on Form S-1 (File 333-260254), filed with the SEC on July 1, 2022).

Exhibit 10.2 MoneyLion Inc. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN Amended and restated as of June 15, 2022 Section 1. Purpose. The purpose of the MoneyLion Inc. Amended and Restated Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is to promote the long-term success of MoneyLion Inc., a Delaware corporation (the ?Company?) by motivating employees and other individuals to per

As filed with the Securities and Exchange Commission on July 1, 2022

As filed with the Securities and Exchange Commission on July 1, 2022 Registration No.

MONEYLION INC. 31,900,098 Shares of Class A Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-263775 MONEYLION INC. 31,900,098 Shares of Class A Common Stock The selling stockholders named in this prospectus (the ?Selling Stockholders?) may offer and sell from time to time up to 31,900,098 shares of Class A common stock, par value $0.0001 per share (the ?MoneyLion Class A Common Stock?), of MoneyLion Inc., which includes 28,6

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

424B3 1 ea161991-424b3moneylion.htm PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated October 22, 2021) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No. 333-260254 MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock Recent Developments This prospectus supplement (the “Prospectus Supple

Byron B. Rooney

Byron B. Rooney +1 212 450 4658 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com Confidential June 23, 2022 Re: MoneyLion Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed on June 10, 2022 File No. 333-263775 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E., Room 441

MoneyLion Inc. 30 West 21st Street 9th Floor New York, NY 10010

MoneyLion Inc. 30 West 21st Street 9th Floor New York, NY 10010 June 23, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: David Gessert and J. Nolan McWilliams Re: MoneyLion Inc. Registration Statement on Form S-1 Registration No. 333-263775 Dear Mr. Gessert and Mr. McWilliams, Purs

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 17, 2022 (June 15, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commi

Unaudited pro forma condensed combined statements of operations of MoneyLion Inc. giving effect to the acquisition of Even Financial Inc. for the year ended December 31, 2021 and for the quarter ended March 31, 2022.

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (in thousands unless stated otherwise) On February 17, 2022, MoneyLion Inc. (the ?Company?) completed its previously announced acquisition (the ?Even Acquisition?) of Even Financial Inc., a Delaware corporation (?Even Financial?), pursuant to the Amended and Restated Agreement and Plan of Merger, by and among the Company, Ep

* * *

Byron B. Rooney +1 212 450 4658 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com Confidential June 10, 2022 Re: MoneyLion Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed on May 6, 2022 File No. 333-263775 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E., Room 4415

As filed with the Securities and Exchange Commission on June 10, 2022

As filed with the Securities and Exchange Commission on June 10, 2022 Registration No.

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated October 22, 2021) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39346 MoneyLion

Financial Statements and Exhibits, Results of Operations and Financial Condition, Results of Operations and Financial Condition

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): May 12, 2022 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Number

MoneyLion Reports Record First Quarter 2022 Results and Reaffirms Full Year Guidance and Path to Profitability Record Quarterly Adjusted Revenue up 105% Year-over-Year Record New Customer Adds of ~645k; Total Customers Grew 117% Year-over-Year to 3.9

Exhibit 99.1 MoneyLion Reports Record First Quarter 2022 Results and Reaffirms Full Year Guidance and Path to Profitability Record Quarterly Adjusted Revenue up 105% Year-over-Year Record New Customer Adds of ~645k; Total Customers Grew 117% Year-over-Year to 3.9 million Maintained Best-in-Class Unit Economics with $16 CAC (from $25 in Q4 2021), <6 Month Payback Period, and $70+ ARPU1 Management R

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) MONEYLION INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Ca

Power of Attorney for Mark Torossian.

Exhibit 24.2 POWER OF ATTORNEY WHEREAS, MONEYLION INC., a Delaware corporation (the ?Company?), proposes to file with the Securities and Exchange Commission (the ?SEC?) under the provisions of the Securities Act of 1933, as amended (the ?Act?), an Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-263775) of the Company (the ?Registration Statement?). NOW, THEREFORE, the under

* * *

Byron B. Rooney +1 212 450 4658 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com Confidential May 6, 2022 Re: MoneyLion Inc. Registration Statement on Form S-1 Filed on March 23, 2022 File No. 333-263775 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E., Room 4415 Washington, DC 205

As filed with the Securities and Exchange Commission on May 6, 2022

As filed with the Securities and Exchange Commission on May 6, 2022 Registration No.

- 1 -

EX-99.1 4 dp171721ex9901.htm EXHIBIT 99.1 Exhibit 99.1 EVEN Financial, Inc. and Subsidiary Consolidated Financial Statements December 31, 2021 and December 31, 2020 Page Independent Auditor’s Reports 1 Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit 5 Consolidated Statements of Cash Fl

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (in thousands unless stated otherwise)

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (in thousands unless stated otherwise) On February 17, 2022, MoneyLion Inc. (the ?Company?) completed its previously announced acquisition (the ?Even Acquisition?) of Even Financial Inc., a Delaware corporation (?Even Financial?), pursuant to the Amended and Restated Agreement and Plan of Merger, by and among the Company, Ep

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2022 (February 17, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 29, 2022 (April 26, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated October 22, 2021) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

As filed with the Securities and Exchange Commission on April 15, 2022

As filed with the Securities and Exchange Commission on April 15, 2022 Registration No.

Power of Attorney for Mark Torossian.

EX-24.2 3 posam2022a1ex24-2moneylion.htm POWER OF ATTORNEY FOR MARK TOROSSIAN Exhibit 24.2 POWER OF ATTORNEY WHEREAS, MONEYLION INC., a Delaware corporation (the “Company”), proposes to file with the Securities and Exchange Commission (the “SEC”) under the provisions of the Securities Act of 1933, as amended (the “Act”), a Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (F

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) MONEYLION INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated October 22, 2021) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 5, 2022 (April 1, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commi

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated October 22, 2021) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

Credit Agreement, dated as of March 24, 2022, by and among MoneyLion Technologies Inc., as borrower, the various financial institutions party thereto, as lenders, and Monroe Capital Management Advisors, LLC, as administrative agent and lead arranger (incorporated by reference to Exhibit 10.1 to MoneyLion Inc.’s Current Report on Form 8-K (File 001-39346), filed with the SEC on March 30, 2022).

Exhibit 10.1 Execution Version Credit Agreement dated as of March 24, 2022 among MONEYLION TECHNOLOGIES INC., as Borrower, the various financial institutions party hereto, as Lenders, Monroe Capital Management Advisors, LLC, as Administrative Agent and Lead Arranger Table of Contents Page Section 1 DEFINITIONS. 1 1.1 Definitions 1 1.2 Certain Interpretive Provisions. 33 1.3 Accounting and Other Te

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): March 30, 2022 (March 24, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Com

Power of Attorney (included on signature page to the initial registration statement).

As filed with the Securities and Exchange Commission on March 22, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 4 fs12022ex-feemoneylion.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) MONEYLION INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Ag

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated October 22, 2021) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

Employment Agreement, dated as of March 14, 2022, by and between MoneyLion Technologies Inc. and Richard Correia (incorporated by reference to Exhibit 10.2 to MoneyLion Inc.’s Current Report on Form 8-K (File 001-39346), filed with the SEC on March 18, 2022).

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is entered into as of March 14, 2022 (the ?Effective Date?) by and between MoneyLion Technologies Inc., a Delaware corporation (the ?Company?), with its principal place of business at 30 West 21st Street, 9th Floor, New York City, New York, and Richard Correia (?Executive?). Company and Executive shall sometimes be referred

Employment Agreement, dated as of March 14, 2022, by and between MoneyLion Technologies Inc. and Timmie Hong (incorporated by reference to Exhibit 10.3 to MoneyLion Inc.’s Current Report on Form 8-K (File 001-39346), filed with the SEC on March 18, 2022).

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is entered into as of March 14, 2022 (the ?Effective Date?) by and between MoneyLion Technologies Inc., a Delaware corporation (the ?Company?), with its principal place of business at 30 West 21st Street, 9th Floor, New York City, New York, and Timmie Hong (?Executive?). Company and Executive shall sometimes be referred to i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 18, 2022 (March 14, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Com

Employment Agreement, dated as of March 14, 2022, by and between MoneyLion Technologies Inc. and Diwakar Choubey (incorporated by reference to Exhibit 10.1 to MoneyLion Inc.’s Current Report on Form 8-K (File 001-39346), filed with the SEC on March 18, 2022).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is entered into as of March 14, 2022 (the ?Effective Date?) by and between MoneyLion Technologies Inc., a Delaware corporation (the ?Company?), with its principal place of business at 30 West 21st Street, 9th Floor, New York City, New York, and Diwakar Choubey (?Executive?). Company and Executive shall sometimes be referred

First Amendment to Account Servicing Agreement, dated December 8, 2021, by and between ML Plus LLC and MetaBank, N.A. (incorporated by reference to Exhibit 10.8 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 17, 2022).

Exhibit 10.8 [*****] = Certain information contained in this document, marked by brackets, has been omitted because the registrant customarily and actually treats such information as private or confidential and it is not material. FIRST AMENDMENT TO ACCOUNT SERVICING AGREEMENT This First Amendment (?First Amendment?) to the Account Servicing Agreement is by and between ML Plus LLC (?Servicer?)and

Amendment No. 2 to the Amended and Restated Carrying Agreement, dated December 6, 2021, by and between DriveWealth, LLC and ML Wealth, LLC incorporated by reference to Exhibit 10.6 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 17, 2022).

Exhibit 10.6 [*****] = Certain information contained in this document, marked by brackets, has been omitted because the registrant customarily and actually treats such information as private or confidential and it is not material. AMENDMENT NO. 2 TO THE CARRYING AGREEMENT This amendment (the ?Amendment?) is made between DRIVEWEALTH, LLC (?DriveWealth?), and ML WEALTH, LLC (?Company?), and is effec

MoneyLion Inc. Outside Director Compensation Program (incorporated by reference to Exhibit 10.14 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 17, 2022).

Exhibit 10.14 MONEYLION INC. OUTSIDE DIRECTOR COMPENSATION PROGRAM Adopted and approved November 8, 2021 MoneyLion Inc. (the ?Company?) believes that the granting of equity and cash compensation to members of its Board of Directors (the ?Board,? and members of the Board, ?Directors?) represents a powerful tool to attract, retain and reward Directors who are not employees of the Company or its subs

Description of Securities (incorporated by reference to Exhibit 4.3 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 17, 2022)

Exhibit 4.3 Description of Registrant?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 General As of December 31, 2021, MoneyLion Inc.?s (the ?Company?, ?MoneyLion?, ?we?, ?our? and ?us?) authorized capital stock consisted of 2,000,000,000 shares of Class A common stock, par value $0.0001 per share (?Class A common stock?), and 200,000,000 shares of undesignate

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to MoneyLion Inc.’s Annual Report on Form 10-K (File 001-39346), filed with the SEC on March 17, 2022).

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT The following are the subsidiaries of MoneyLion Inc., omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name State or Other Jurisdiction of Incorporation of Organization Malka Media Group LLC NJ ML Capital III LLC DE ML Intermediate HoldCo LLC DE MoneyLion Malaysia SDN BHD Malaysia Mo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39346 MoneyLion Inc. (Exact name

Loan and Security Agreement, dated July 1, 2020, by and among Silicon Valley Bank, MoneyLion Inc. and ML Plus LLC (Conformed Copy through Fifth Loan Modification Agreement Dated December 29, 2021) (incorporated by reference to Exhibit 10.11 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 17, 2022)

Exhibit 10.11 Conformed Copy Showing Changes Through Fifth Loan Modification Agreement Dated December 29, 2021 [*****] = Certain information contained in this document, marked by brackets, has been omitted because the registrant customarily and actually treats such information as private or confidential and it is not material. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agr

Amendment No. 1 to the Amended and Restated Carrying Agreement, dated March 31, 2021, by and between DriveWealth, LLC and ML Wealth, LLC (incorporated by reference to Exhibit 10.5 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 17, 2022).

Exhibit 10.5 [*****] = Certain information contained in this document, marked by brackets, has been omitted because the registrant customarily and actually treats such information as private or confidential and it is not material. AMENDMENT NO. 1 TO THE CARRYING AGREEMENT This amendment (the ?Amendment?) is made by and between DRIVEWEALTH, LLC (?DriveWealth?), and ML WEALTH, LLC (?Company?), and i

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated October 22, 2021) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

MONEYLION REPORTS RECORD FOURTH QUARTER AND FULL YEAR 2021 RESULTS, TARGETING BREAKEVEN ADJUSTED EBITDA EXITING 2022 Record Quarterly & Full Year Net Revenue, up 146% and 115% year over year Accelerating Customer Growth with Total Customers up 129% y

EX-99.1 2 ea156637ex99-1moneylion.htm PRESS RELEASE, DATED MARCH 10, 2022, ISSUED BY MONEYLION INC Exhibit 99.1 MONEYLION REPORTS RECORD FOURTH QUARTER AND FULL YEAR 2021 RESULTS, TARGETING BREAKEVEN ADJUSTED EBITDA EXITING 2022 Record Quarterly & Full Year Net Revenue, up 146% and 115% year over year Accelerating Customer Growth with Total Customers up 129% year over year Completed Acquisition of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): March 10, 2022 (March 9, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Comm

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 10, 2022 MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation) (Commission File Numb

MONEYLION INC. Class A Common Stock Warrants to Purchase Class A Common Stock

PROSPECTUS SUPPLEMENT Filed pursuant to Rule (To Prospectus dated October 22, 2021) 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement No.

Amended and Restated Agreement and Plan of Merger, dated as of February 17, 2022, by and among MoneyLion, Inc., Epsilon Merger Sub Inc., Even Financial Inc. and Fortis Advisors LLC (incorporated by reference to Exhibit 2.1 to MoneyLion Inc.’s Current Report on Form 8-K (File 001-39346), filed with the SEC on February 17, 2022).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of February 17, 2022 by and among MONEYLION INC.

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): February 17, 2022 (February 15, 2022) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation

Certificate of Designation of Series A Convertible Preferred Stock, dated February 15, 2022 (incorporated by reference to Exhibit 3.1 to MoneyLion Inc.’s Current Report on Form 8-K (File 001-39346), filed with the SEC on February 17, 2022).

EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.0001, OF MONEYLION INC. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (as amended, supplemented or restated from time to time, the ?DGCL?), MONEYLION INC., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), in accordance with

MoneyLion Completes Acquisition of Even Financial, the Category Leading Embedded Finance Marketplace Acquisition Expands MoneyLion’s Distribution Network, Accelerating MoneyLion’s Mission of Providing Financial Access and Advice to Hard-working Ameri

EX-99.1 4 dp167323ex9901.htm EXHIBIT 99.1 Exhibit 99.1 MoneyLion Completes Acquisition of Even Financial, the Category Leading Embedded Finance Marketplace Acquisition Expands MoneyLion’s Distribution Network, Accelerating MoneyLion’s Mission of Providing Financial Access and Advice to Hard-working Americans Acquisition Expected to be Accretive to MoneyLion’s 2022 Earnings NEW YORK, NY, February 1

FUSE / Fusion Acquisition Corp / FINTECH COLLECTIVE MANAGEMENT LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MONEYLION INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 60938K106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

FUSE / Fusion Acquisition Corp / Soroban Capital Partners LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

FUSE / Fusion Acquisition Corp / Choubey Diwakar - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MoneyLion Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) Class A Common Stock: 60938K 106 (CUSIP Number) Adam VanWagner General Counsel 30 West 21st Street, 9th Floor New York, NY 10010 (212) 380-1735 (Name, Address a

FUSE / Fusion Acquisition Corp / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MoneyLion Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 60938K106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 20, 2021 (December 15, 2021) MONEYLION INC. (Exact name of registrant as specified in its charter) Delaware 001-39346 85-0849243 (State or other jurisdiction of incorporation

Agreement and Plan of Merger, dated as of December 15, 2021, by and among MoneyLion, Inc., Epsilon Merger Sub Inc., Even Financial Inc. and Fortis Advisors LLC (incorporated by reference to Exhibit 2.1 to MoneyLion Inc.’s Current Report on Form 8-K (File 001-39346), filed with the SEC on December 21, 2021).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of December 15, 2021 by and among MONEYLION INC., EPSILON MERGER SUB INC., EVEN FINANCIAL INC. and FORTIS ADVISORS LLC, in its capacity as the Equityholders? Representative TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 29 Section 1.03. References to Parent Pre

Forms of Support Agreement (incorporated by reference to Exhibit 10.1 to MoneyLion Inc.’s Current Report on Form 8-K (File 001-39346), filed with the SEC on December 21, 2021).

Exhibit 10.1 SUPPORT AGREEMENT1 SUPPORT AGREEMENT (this ?Agreement?) dated as of December 15, 2021 by and between MoneyLion Inc., a Delaware corporation (?Parent?), and the equityholder of Even Financial Inc., a Delaware corporation (the ?Company?), listed on the signature pages hereto (the ?Equityholder?). Parent and the Equityholder are sometimes individually referred to as a ?Party? and, collec

Investor Presentation dated December 16, 2021

Exhibit 99.2