FUSN ACQU Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 2 to the Agreement and Plan of Merger
As previously disclosed, on
On
The foregoing description of the principal terms of Amendment No. 2 is not complete and is qualified in its entirety by reference to Amendment No. 2, a copy of which is filed with this report as Exhibit 2.1 hereto, and the terms of which are incorporated by reference herein.
Important Information About the Business Combination and Where to Find It
The proposed Business Combination will be submitted to the stockholders of
Fusion for their consideration. Fusion has filed a registration statement on
Form S-4 (the "Registration Statement") with the
Participants in the Solicitation
Fusion, MoneyLion and certain of their respective directors, executive officers
and other members of management and employees may, under
1
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding MoneyLion's expectations with respect
to the closing of the Business Combination transaction between MoneyLion and
Fusion; the impacts of the proposed Business Combination, the satisfaction of
the closing conditions to the proposed Business Combination, the timing of the
completion of the proposed Business Combination and the products and markets and
expected future performance and market opportunities of MoneyLion. These
statements are based on various assumptions, whether or not identified in this
Current Report on Form 8-K, and on the current expectations of MoneyLion's and
Fusion's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of MoneyLion and Fusion. These forward-looking statements
are subject to a number of risks and uncertainties, including changes in
domestic and foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely consummate
the proposed Business Combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed Business Combination or that the approval of
the stockholders of Fusion or MoneyLion is not obtained; failure to realize the
anticipated benefits of the proposed Business Combination; risks relating to the
uncertainty of the projected financial information with respect to MoneyLion;
future global, regional or local economic and market conditions; the
development, effects and enforcement of laws and regulations; MoneyLion's
ability to manage future growth; MoneyLion's ability to develop new products and
solutions, bring them to market in a timely manner, and make enhancements to its
platform; the effects of competition on MoneyLion's future business; the amount
of redemption requests made by Fusion's public stockholders; the ability of
Fusion or the combined company to issue equity or equity-linked securities in
connection with the proposed Business Combination or in the future; the outcome
of any potential litigation, government and regulatory proceedings,
investigations and inquiries; and those factors discussed in Fusion's final
prospectus dated
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Amendment No. 2 to Merger Agreement, dated as ofSeptember 4, 2021 , by and amongMoneyLion Inc. ,Fusion Acquisition Corp. andML Merger Sub Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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