MoneyLion, Inc. (“MoneyLion”), an award-winning, data-driven,
digital financial platform, today announced that the U.S.
Securities and Exchange Commission ("SEC") has declared effective
the registration statement on Form S-4 relating to MoneyLion’s
previously announced proposed business combination (the “Business
Combination”) with Fusion Acquisition Corp. (NYSE: FUSE)
(“Fusion”).
Fusion intends to file its definitive proxy statement/prospectus
(the "Proxy Statement/Prospectus") relating to the Business
Combination on September 3, 2021, and a special meeting of Fusion
shareholders will be held at 9:00 a.m. Eastern
Time on September 21, 2021, in connection with the
Business Combination (the “Special Meeting”). The Proxy
Statement/Prospectus is being mailed to Fusion’s shareholders of
record as of the close of business on September 2, 2021.
If the proposals at the Special Meeting are approved, the
parties anticipate that the Business Combination will close on or
about September 22, 2021, subject to the satisfaction or waiver (as
applicable) of all other closing conditions.
Upon closing of the transaction, the combined company will be
named MoneyLion Inc. and will be listed on the NYSE under the new
ticker symbol "ML."
“We are excited to reach this important milestone on our path to
becoming a publicly-traded company,” said Dee Choubey, CEO and
Founder of MoneyLion. “The strong user and volume growth we’ve seen
over the past year only reinforces our conviction about the value
of MoneyLion’s customer proposition and the opportunity in front of
us, and we look forward to successfully completing the proposed
business combination so that we can continue to scale,
innovate and grow aggressively to help even more Americans take
control of their finances and achieve their life goals.”
John James, CEO of Fusion Acquisition Corp., commented: “The
MoneyLion team has executed extremely well and is poised to scale
even faster driven by the company’s tremendous momentum. We are
excited to present the business combination to Fusion stockholders
and look forward to partnering with MoneyLion through its next
phase of growth.”
As previously announced, the transaction values MoneyLion at
a $2.4 billion pro forma enterprise value, representing
9x estimated 2022 adjusted net revenue of approximately $258
million. Assuming no redemptions by Fusion stockholders, the
Business Combination is expected to deliver approximately $450
million cash to the MoneyLion balance sheet, net of debt
paydown and expenses. This includes a $250 million fully
committed and oversubscribed private investment in Fusion common
stock, priced at $10.00 per share, led by funds and
accounts managed by BlackRock, certain funds managed by affiliates
of Apollo Global Management, Inc., and leading global technology
and growth investors.
The net proceeds raised from the transaction will be used to
accelerate the growth and scale of MoneyLion’s proven platform and
suite of products.
Recent Financial & Operational Highlights
Include:
- On August 19,
MoneyLion announced strong Q2 2021 revenue and customer
growth, representing an annualized net revenue run-rate of over
$150 million.
- Net revenue increased 125% to $38.2 million, compared to $17.0
million in Q2 2020, while adjusted revenue increased 114%, reaching
$36.4 million, compared to $17.0 million in Q2 2020.
- Gross profit increased 147% to $22.3 million, compared to $9.0
million in Q2 2020.
- Total customers grew 113% to 2.2 million, compared to 1.0
million in Q2 2020.
- On June 19,
MoneyLion announced three independent director
appointments to the company’s Board of Directors (“Board”). Matt
Derella, the former global vice president of revenue and content
partnerships at Twitter, Lisa Gersh, co-founder of Oxygen Media and
a veteran of public company boards, and Michael Paull, president of
Disney+ and ESPN+, will join the MoneyLion Board effective at the
closing of the Business Combination transaction. Jeff Gary from
Fusion will also join the Board.
- On June 8,
MoneyLion announced the appointments of The Honorable
Annette Nazareth, senior counsel at Davis Polk & Wardwell and
former SEC Commissioner, and Ambassador Dwight Bush Sr., chief
executive officer of DL Bush & Associates and former Ambassador
to Morocco, to the company’s Board of Directors. Both appointments
will be effective at the closing of the Business Combination.
The post-merger MoneyLion Board, led by non-executive Chairman
John Chrystal, will be comprised of ten directors, nine of whom are
independent directors as defined in the NYSE listing standards and
applicable SEC rules. This includes Bush, Derella, Gary, Gersh,
Nazareth and Paull and existing directors Choubey, Chrystal, vice
chairman of The Bancorp, Inc., Greg DePetris, fintech and
securities industry veteran, and Chris Sugden, managing partner of
Edison Partners.
About MoneyLionMoneyLion is a mobile banking
and financial membership platform that empowers people to take
control of their finances. Since its launch in 2013, MoneyLion has
engaged with 8.5 million hard-working Americans and has earned its
members’ trust by building a full-service digital platform to
deliver mobile banking, lending, and investment solutions. From a
single app, members can get a 360-degree snapshot of their
financial lives and have access to personalized tips and tools to
build and improve their credit and achieve everyday savings.
MoneyLion is headquartered in New York City, with offices in Sioux
Falls and Kuala Lumpur, Malaysia. MoneyLion has achieved various
awards of recognition including the 2020 Forbes FinTech 50, Aite
Group Best Digital Wealth Management Multiproduct offering,
Finovate Award for Best Digital Bank 2019, Benzinga FinTech Awards
winner for Innovation in Personal Finance 2019 and the Webby Awards
2019 People’s Voice Award.
For more information about the company, visit www.moneylion.com.
For investor information and updates,
visit www.moneylion.com/investors and follow @MoneyLionIR
on Twitter.
About Fusion Acquisition Corp.Fusion
Acquisition Corp. is a special purpose acquisition company formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. The Company was
founded by and is led by CEO John James (who also stands behind the
global fintech, BetaSmartz, as well as co-founding emerging
opportunities investment company, Boka Group), and Chairman Jim
Ross (senior advisor to State Street and former Chairman of State
Street Global Advisors SPDR ETFs). For more information, visit
fusionacq.com.
Forward Looking StatementsThis communication
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; 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 communication, 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
shareholders 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 shareholders; 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 (the “Registration
Statement”), 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 communication.
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 communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Additional Information About the Proposed Business
Combination and Where to Find ItThe proposed business
combination will be submitted to shareholders of Fusion for their
consideration. Fusion has filed the Registration Statement with the
SEC which includes a definitive proxy statement to be distributed
to Fusion’s shareholders in connection with Fusion’s solicitation
for proxies for the vote by Fusion’s shareholders 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
shareholders in connection with the completion of the proposed
Business Combination. Fusion will mail a definitive proxy statement
and other relevant documents to its shareholders as of the record
date established for voting on the proposed Business Combination.
Fusion’s shareholders and other interested persons are advised to
read the definitive proxy statement / prospectus, in connection
with Fusion’s solicitation of proxies for its special meeting of
shareholders to be held to approve, among other things, the
proposed Business Combination, because these documents contain
important information about Fusion, MoneyLion and the proposed
Business Combination. Shareholders may also obtain a copy of 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 Alex Kovtun, (949) 574-3860, FUSE@gatewayir.com.
Participants in the SolicitationFusion,
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 shareholders 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 shareholders in connection with the proposed business
combination is set forth in the Registration Statement (and in the
definitive proxy statement / prospectus). You can find more
information about Fusion’s directors and executive officers in
Fusion’s final prospectus dated June 25, 2020, filed with the SEC
on June 29, 2020. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests is included in the Registration Statement (and
in the definitive proxy statement / prospectus) and other relevant
documents filed with the SEC. Shareholders, potential investors and
other interested persons should read the proxy statement /
prospectus carefully before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or SolicitationThis communication does
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 any jurisdiction 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.
Investor Contacts:Cody Slach, Alex
KovtunGateway Investor Relations(949)
574-3860FUSE@gatewayir.com
Media Contacts:pr@moneylion.com
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