Item 7.01 Regulation FD Disclosure.
On August 19, 2021, MoneyLion Inc. ("MoneyLion") issued a press release
announcing its financial results for the second quarter ended June 30, 2021. A
copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
by reference hereby.
Fusion Acquisition Corp. ("Fusion") is furnishing the information in this Item
7.01 and Exhibit 99.1 in connection with its previously announced business
combination (the Business Combination") with MoneyLion.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the "Securities Act") or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
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 SEC which includes a
preliminary proxy statement and will include a definitive proxy statement to be
distributed to Fusion's stockholders in connection with Fusion's solicitation
for proxies for the vote by Fusion's stockholders in connection with the
proposed Business Combination and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of the securities to
be issued to MoneyLion's stockholders in connection with the completion of the
proposed Business Combination. After the Registration Statement has been
declared effective, Fusion will mail a definitive proxy statement and other
relevant documents to its stockholders as of the record date established for
voting on the proposed Business Combination. Fusion's stockholders and other
interested persons are advised to read the preliminary proxy statement /
prospectus and any amendments thereto and, once available, the definitive proxy
statement / prospectus, in connection with Fusion's solicitation of proxies for
its special meeting of stockholders to be held to approve, among other things,
the proposed Business Combination, because these documents will contain
important information about Fusion, MoneyLion and the proposed Business
Combination. Stockholders may also obtain a copy of the preliminary proxy
statement or, once available, the definitive proxy statement, as well as other
documents filed with the SEC regarding the proposed Business Combination and
other documents filed with the SEC by Fusion, without charge, at the SEC's
website located at www.sec.gov or by directing a request to Cody Slach and Matt
Glover, (949) 574-3860, FUSE@gatewayir.com.
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Participants in the Solicitation
Fusion, MoneyLion and certain of their respective directors, executive officers
and other members of management and employees may, under SEC rules, be deemed to
be participants in the solicitations of proxies from Fusion's stockholders in
connection with the proposed Business Combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of
Fusion's stockholders in connection with the proposed Business Combination is
set forth in the Registration Statement (and will be included in the definitive
proxy statement / prospectus). You can find more information about Fusion's
directors and executive officers in Fusion's Annual Report on Form 10-K/A, filed
with the SEC on May 6, 2021. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect
interests will be included in the Registration Statement (and will be included
in the definitive proxy statement / prospectus) and other relevant documents
filed with the SEC. Stockholders, potential investors and other interested
persons should read the proxy statement / prospectus carefully when it becomes
available before making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
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 the MoneyLion and
Fusion Acquisition Corp. ("Fusion"); the impacts of the proposed Business
Combination, the satisfaction of the closing conditions to the proposed
transaction, the timing of the completion of the proposed transaction 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 June 25, 2020, Annual Report on Form 10-K for the fiscal period
ended December 31, 2020 and registration statement on Form S-4, in each case,
under the heading "Risk Factors," and other documents of Fusion filed, or to be
filed, with the Securities and Exchange Commission ("SEC"). If any of these
risks materialize or our assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking statements.
There may be additional risks that neither MoneyLion nor Fusion presently know
or that MoneyLion and Fusion currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect MoneyLion's and
Fusion's expectations, plans or forecasts of future events and views as of the
date of this Current Report on Form 8-K. MoneyLion and Fusion anticipate that
subsequent events and developments will cause MoneyLion's and Fusion's
assessments to change. However, while MoneyLion and Fusion may elect to update
these forward-looking statements at some point in the future, MoneyLion and
Fusion specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing MoneyLion's and Fusion's
assessments as of any date subsequent to the date of this Current Report on Form
8-K. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
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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, nor
shall there be any sale of securities in any states or 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 No. Description
99.1 Press Release, dated August 19, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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