Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 28, 2023, Fusion Acquisition Corp. II ("Fusion" or the "Company") held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, Fusion's stockholders approved amendments (the "Charter Amendment") to Fusion's Second Amended and Restated Certificate of Incorporation (the "Charter") to (i) extend the date by which Fusion must complete a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination (a "Business Combination") from March 2, 2023 to September 2, 2023 (such date, the "Extended Date"), (ii) permit Fusion's board of directors (the "Board"), in its sole discretion, to elect to wind up the Company's operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement and (iii) to provide holders of the Company's shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), the right to convert any and all their shares of Class B Common Stock into shares of Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock" and, together with the Class B Common Stock, the "Common Stock"), on a one-for-one basis prior to the closing of a Business Combination at the election of the holder. In addition, on March 1, 2023, Fusion filed the Charter Amendment with the Secretary of State of the State of Delaware.

The foregoing description is qualified in its entirety by reference to the Charter Amendments, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Special Meeting, Fusion's stockholders approved an amendment to the Charter to (i) extend the date by which Fusion must consummate a Business Combination from March 2, 2023 to September 2, 2023 and (ii) permit Fusion's Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement (the "Extension Amendment Proposal").

The final voting results for the Extension Amendment Proposal were as follows:





   For        Against    Abstain   Broker Non-Votes
46,899,236   2,234,498    1,606           0

Fusion's stockholders also approved an amendment to the Charter to provide holders of shares of the Class B Common Stock the right to convert any and all their shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis prior to the closing of a Business Combination at the election of the holder (the "Founder Share Amendment Proposal").





The final voting results for the Founder Share Amendment Proposal were as
follows:



   For        Against    Abstain   Broker Non-Votes
46,899,134   2,234,498    1,708           0

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
3.1             Amendment to the Company's Second Amended and Restated Certificate of
              Incorporation.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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