Moneylion, Inc. entered into non-binding Letter of Intent to acquire Fusion Acquisition Corp. (NYSE:FUSE) from a group of shareholders for $2.2 billion in a reverse merger transaction on January 4, 2021. Moneylion, Inc. entered into a definitive agreement to acquire Fusion Acquisition Corp. (NYSE:FUSE) from a group of shareholders in a reverse merger transaction on February 11, 2021. Under the terms of the agreement, Fusion has agreed to acquire all the outstanding shares of common stock of MoneyLion for $2.2 billion in aggregate consideration. MoneyLion stockholders will receive shares of Class A common stock of resulting issuer and, if elected by MoneyLion, cash consideration up to the lower of the amount (which may be zero) by which the cash in the trust account plus the proceeds of the PIPE Investment exceeds $260 million and $100 million, together with a contingent right to receive a pro rata portion of up to 17.5 million shares of class A common stock of resulting issuer. Upon closing, MoneyLion shareholders will hold 75.3% of the equity of the resulting issuer by rolling their existing holdings in MoneyLion, Fusion public stockholders will hold 12.6%, PIPE Investors will own 9% and Sponsor remaining 3.1%. Upon closing of the transaction, Fusion will be renamed MoneyLion Inc. and will remain listed on the New York Stock Exchange under the symbol "ML”.

Under the transaction, the Board of Directors of New MoneyLion will initially consist of nine Directors, one of which will consist of Diwakar Choubey, the Chief Executive Officer of MoneyLion. The remaining members of the Board of Directors will consist of two Directors designated by Fusion who shall qualify as independent under applicable rules and regulations of the SEC and stock exchange rules and regulations, and one of whom shall be mutually acceptable to Fusion and MoneyLion, taking into account relevant public company Board composition requirements, and the remaining members of the Board of Directors will be designated by MoneyLion. All of the executive officers of MoneyLion will continue to serve in such capacities for the new issuer after closing. It is expected that each of the current Fusion directors, other than Jeff Gary, will resign upon the closing and each of John Chrystal, Diwakar (Dee) Choubey, Gregory DePetris, Chris Sugden, Lisa Gersh, Matt Derella, Michael Paull, Annette Nazareth and Ambassador Dwight L. Bush will be appointed to serve as directors of the post -combination company upon the closing. On June 28, 2021, both parties agreed to expand the number of members on the board of directors of the post-Business Combination company from nine to ten members and seven directors will be designated by MoneyLion.

The transaction is subject to certain customary conditions, including, among other things regulatory approval, approval by Fusion's stockholders and MoneyLion's stockholders, the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Fusion having at least $260 million of cash at the closing, consisting of cash held in the Trust Account and cash received from PIPE Investors, net of transaction expenses of Fusion and MoneyLion, shares of Fusion class A stock to be issued in connection with the transaction shall be approved for listing upon the closing on the NYSE, registration statement declared effective, certain individuals shall have resigned from all of their positions of fusion, existing charter of Fusion shall be amended and offices with Fusion, and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both MoneyLion and Fusion. As of September 3, 2021, U.S. Securities and Exchange Commission has declared effective the registration statement on Form S-4. The transaction is expected to close in the first half of 2021. As of August 5, 2021, the business combination is expected to close in the third quarter of 2021. As announced on August 19, 2021, the transaction is expected to be closed in September 2021. As of September 2, 2021, the transaction is expected to close in late third quarter or early fourth quarter of 2021. As of September 3, 2021, the transaction is expected to close on or about September 22, 2021. Proceeds of transaction will consist of up to $350 million of cash held in Fusion's trust account and an additional $250 million fully committed private investment at $10 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 support MoneyLion's working capital and scale its proven platform and suite of products.

Citigroup Global Markets Inc., Broadhaven, and FT Partners acted as financial advisors to MoneyLion. Byron B. Rooney, Lee Hochbaum, Darren M. Schweiger, Pritesh P. Shah, William A. Curran, Gregory S. Rowland, Adam Kaminsky and Andrew B. Samuel of Davis Polk & Wardwell LLP acted as legal advisors to MoneyLion. J.P. Morgan Securities LLC served as exclusive financial advisor and lead placement agent to Fusion. Cantor Fitzgerald & Co. is acting as capital markets advisor to Fusion and Elliott M. Smith, Frank Lupinacci, Claudette Druehl, Dianne Lu, Arlene Arin Hahn, Steven Gee, Victoria Rosamond, Paul Pittman, Prat Vallabhaneni, Seth Kerschner, Rebecca Farrington, Tami Stark, Carolyn Gurland, Mariel Martinez-Zarate, Harkesh Patel, Tom Robinson, Gary R. Silverman and Joel L. Rubinstein of White & Case LLP acted as legal advisor to Fusion. Morrow & Co., LLC acted as the information agent, who is entitled for a fee of $35,000 and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Fusion Acquisition Corp. Rosenblatt Securities Inc. is serving as a Capital Markets Advisor to digital financial platform MoneyLion Inc.

Moneylion, Inc. completed the acquisition of Fusion Acquisition Corp. (NYSE:FUSE) from a group of shareholders in a reverse merger transaction on September 22, 2021. Moneylion shares of Class A common stock and public warrants are expected to begin trading tomorrow, September 23, 2021, on the New York Stock Exchange (“NYSE”) under the ticker symbols “ML” and “ML.WS”, respectively. The combined company will be led by its existing management team. MoneyLion's new board of directors will be comprised of ten directors, nine of whom are independent directors as defined in the NYSE listing standards and applicable SEC rules. Led by non-executive Chairman John Chrystal, vice chairman of The Bancorp, Inc., MoneyLion's directors include former Ambassador Dwight Bush Sr., Greg DePetris, fintech and securities industry veteran, Matt Derella, former global vice president of revenue and content partnerships at Twitter, Jeff Gary, CFO of Fusion, Lisa Gersh, co-founder of Oxygen Media, Annette Nazareth, former SEC Commissioner, Michael Paull, president of Disney+ and ESPN+, and Chris Sugden, managing partner, Edison Partners. Mayer Brown LLP acted as the legal advisor for J.P. Morgan Securities LLC.