United States securities and exchange commission logo
May 24, 2021
John James
Chief Executive Officer
Fusion Acquisition Corp.
667 Madison Avenue, 5th Floor
New York, NY 10065
Re: Fusion Acquisition
Corp.
Registration
Statement on Form S-4
Filed May 10, 2021
File No. 333-255936
Dear Mr. James:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Questions and Answers about the Business Combination and the Special
Meeting
What equity stake will current Fusion Stockholders and MoneyLion
stockholders hold in New
MoneyLion?, page 11
1. Refer to your response
to comment 7. Please revise the footnotes to the tables to disclose
the number of options
and warrants the MoneyLion equityholders will hold at the
Effective Time.
How will I be notified of the outcome of MoneyLion's stockholder vote to
approve the Business
Combination?, page 12
2. Refer to your response
to comment 4. To the extent that the MoneyLion vote regarding
whether to receive cash
consideration will occur prior to the Fusion shareholders' vote to
John James
Fusion Acquisition Corp.
May 24, 2021
Page 2
approve the business combination, please provide your analysis as to
why you believe that
the outcome of the MoneyLion's stockholders' vote to determine whether
to receive cash
consideration at closing is immaterial to an investment decision such
that you do not
intend to inform Fusion investors of the outcome until after the
Fusion shareholders vote
to approve the business combination. In addition, please add a
Question and Answer that
states that the shares of MoneyLion common stock and MoneyLion
preferred stock
subject to the MoneyLion Support Agreements represent the requisite
majority to
approve the Business Combination and any of the documents and
transactions
contemplated by the Merger Agreement. In this regard, we note your
disclosure on page
116.
What interest do the Sponsor an Fusion's current officers and directors have in
the Business
Combination?, page 17
3. Refer to your response to comment 4. If any of Fusion's current
directors and officers will
continue to be directors or officers in New MoneyLion, please disclose
in this Question
and and Answer and on page 30.
Business of New MoneyLion
Our Product Platform
Premium Mobile Banking: RoarMoney, page 164
4. We note your disclosure that customer accounts with less than $1 on
deposit for
RoarMoney and those with no balance for MoneyLion Investing, as
disclosed on page
165, will not be charged the related administrative fee. Please revise
to disclose the
percentage of accounts that have been charged such fees for the fiscal
periods presented.
5. Please identify the name of the third party that allows your customers
to make cash
deposits to their RoarMoney accounts and the material terms of your
agreement with the
third party. In this regard, we note your disclosure regarding
Allpoint ATM locations.
Personalized Investing: MoneyLion Investing, page 166
6. We note your revised disclosures on page 166. Please enhance your
disclosures to discuss
the services for which Global X are compensated, if any, and relevant
details regarding
such compensation.
Regulatory Environment, page 174
FirstName LastNameJohn James
7. Refer to your response to comment 27. Please address the specific
regulations that may
Comapany NameFusion
impact Acquisition
your planned Corp.such as BNPL, the MoneyLion Credit
Card, and the
new services,
May 24,Crypto Platform
2021 Page 2 here and in your risk factors section.
FirstName LastName
John James
FirstName LastNameJohn
Fusion Acquisition Corp. James
Comapany
May NameFusion Acquisition Corp.
24, 2021
May 24,
Page 3 2021 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
MoneyLion
Key Performance Metrics
Total Customers, page 187
8. We note that you consider total customers to be a key performance
metric. Given that
customers appear to be able to have an open account but maintain no
balance and
therefore appear to avoid any administrative fees, please revise your
disclosures to provide
some context as to what percentage of your total customers have funded
accounts. In
addition, revise your disclosures to quantify the amount of active
customers that have
engaged in any activity during the periods presented.
Results of Operations for the Years Ended December 31, 2020 and 2019, page 188
9. We note your response to comment 34 and revised disclosures on pages
188 to 191. The
revisions appear to discuss changes in the consolidated statements of
operations. Please
revise your disclosures to include a discussion of changes in
financial condition (i.e.,
consolidated balance sheet), including key line item trends and
associated drivers.
Description of New MoneyLion Securities
Exclusive Forum, page 210
10. Refer to your responses to comments 41 and 42. Your disclosure on
pages 78 and 210
regarding the exclusive forum provision in the New MoneyLion Proposed
Charter is
inconsistent with Article 11 of the New MoneyLion Proposed Charter in
Annex B, which
identifies the federal district court of the United States of America
as the exclusive forum
for the resolution of any complaint asserting a cause of action
arising under the Securities
Act. Please revise for consistency. In addition, please ensure that
the New MoneyLion
organizational documents clearly state that the exclusive forum
provision does not apply
to actions arising under the Exchange Act or tell us how you will
inform investors in
future filings that the provision does not apply to actions arising
under the Exchange Act.
Also, because the Choice of Forum provision in the New MoneyLion
Charter differs from
the provision in the Current Charter, please tell us why you have not
added a proposal
allowing shareholders to vote for the proposed change, pursuant to
Exchange Act Rule
14a-4(a)(3).
Certain Relationships and Related Party Transactions
MoneyLion
MLi Subdebt Facility 1 LLC, page 235
11. Please disclose the material terms of the secured loan facility here.
In this regard, we note
your disclosure regarding the Second Lien Loan on page 195.
John James
FirstName LastNameJohn
Fusion Acquisition Corp. James
Comapany
May NameFusion Acquisition Corp.
24, 2021
May 24,
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MoneyLion Inc. Notes to Consolidated Financial Statements
1. Description of Business and Basis of Presentation, page F-30
12. We note your response to comment 44 and reissue it in part. Please
tell us and expand
your disclosures (here or elsewhere in the footnotes) to provide more
detail as to the
nature of the redemptions and distributions made to the noncontrolling
interests during the
year.
2. Restatement of Previously Issued Financial Statements, page F-31
13. Please expand the discussion of your restatement footnote to provide
more detail
regarding the nature of the error identified. Ensure your revisions
include a more fulsome
discussion of the contractual nature and rights of the noncontrolling
interests, as well
as how the income attributable to the noncontrolling interests was
computed.
14. We note that the introductory paragraph to the table on page F-34 says
it shows the effect
of the restatement on the Consolidated Statement of Stockholders
Equity as of December
31, 2019; however, the table appears to only show the effect as of
January 1, 2019. Please
advise or revise accordingly.
4. Finance Receivables, Allowance for Losses on Finance Receivables and Credit
Quality
Information, page F-42
15. We note your response to comment 37 with respect to direct charge-offs
for suspended
accounts, which indicates that the direct charge-offs for these
accounts are recorded as
a direct offset to revenue. However, we also note from your
disclosures on page 190 and
within Note 4 that the provision appears to include charges relating
to membership
receivables. Please address the following:
Tell us and revise your disclosures to clarify this discrepancy
in accounting
treatment.
Clarify if the allowance for loan losses rollforward presented
on page F-42 is for your
total financing receivables of $68.8 million at December 31, 2020
(including
membership receivables) or only relates to the $62.8 million of
financing receivables
line item within the table.
Provide us with illustrative journal entries showing your
accounting for these
receivables through the transaction process clarifying
illustrative amounts (if any)
recognized: (i) in revenue, (ii) as a reduction to revenue, (iii)
through the provision,
and (iv) at time of charge-off.
16. We note your response to comment 47 says that MoneyLion offers secured
personal loans,
which are included in finance receivables. However, this appears to be
inconsistent with
your disclosures on page F-42 that say you have a single class of
finance receivables
which is represented by unsecured loans made to individuals,
without any mention of
John James
FirstName LastNameJohn
Fusion Acquisition Corp. James
Comapany
May NameFusion Acquisition Corp.
24, 2021
May 24,
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FirstName LastName
including secured personal loans. Please advise or revise accordingly.
In addition,
consider revising the current labelling of the $62.8 million of
finance receivables at
December 31, 2020 in the first line of the table on page F-42 given
the confusingly similar
name used for the total financing receivables of $68.8 million at
December 31, 2020.
17. We have read your response to comment 48. We continue to believe that
this is material
information for an investor's understanding of the financial
statements, and thus are
reissuing our comment 48. Please revise your financial statements to
discuss and disclose
the information requested in our prior comment 48.
9. Variable Interest Entities, page F-46
18. We note your revised disclosures on page F-46 quantifying the
allowance for loan losses
on finance receivables on the financing receivables from consolidated
VIEs. In this
regard, we note that the portion of the allowance for losses on
financing receivables
from consolidated VIEs was $7.255 million at December 31, 2019. Please
tell us why this
amount exceeds the total consolidated allowance for losses on
financing receivables of
$6.613 million on the face of the consolidated balance sheet on page
F-26.
General
19. We note that MoneyLion has subsequently identified an error and
restated the financial
statements as of and for the year ended December 31, 2019. Please tell
us what impact
this may have on the business combination in light of clause
4.07(c)(i) and section 8.03 of
the merger agreement. Tell us whether disclosure is necessary, such as
a risk factor
addressing the impact of the restatement in connection with the above
noted portions of
the merger agreement and disclosure regarding whether or not the board
met to consider
the impact of the restatement in connection with the board s
analysis of the transaction. If
the board did not meet, please add a risk factor that discloses that
the board did not meet
to consider the restatement in connection with their analysis of the
transaction or tell us
why you believe this is not necessary.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
John James
Fusion Acquisition Corp.
May 24, 2021
Page 6
You may contact Cara Lubit at 202-551-5909 or Robert Klein at
202-551-3847 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859
with any
other questions.
FirstName LastNameJohn James Sincerely,
Comapany NameFusion Acquisition Corp.
Division of
Corporation Finance
May 24, 2021 Page 6 Office of Finance
FirstName LastName