ML MoneyLion Inc

As filed with the Securities and Exchange Commission on March 7, 2024

Registration No. 333-        

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

MoneyLion Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		85-0849243
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

30 West 21st Street, 9th Floor New York, NY 10010 (212) 300-9865 (Address of Principal Executive Offices, including Zip Code)

 

MoneyLion Inc. Amended and Restated Omnibus Incentive Plan MoneyLion Inc. 2021 Employee Stock Purchase Plan (Full title of the plans)

Richard Correia

President, Chief Financial Officer and

Treasurer
30 West 21st Street, 9th Floor
New York, NY 10010

(212) 300-9865

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies of all correspondence to:

Adam Kaminsky
Davis Polk & Wardwell LLP 450 Lexington Avenue
New York, NY 10017 (212) 450-4000  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

 

This Registration Statement on Form S-8 (the “Registration Statement”) has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering (a) 520,614 additional shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of MoneyLion Inc. (the “Registrant”) pursuant to the provision of the MoneyLion Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”) that provides for an automatic annual increase in the number of shares reserved for issuance thereunder, (b) 310,108 additional shares of Class A Common Stock that were previously granted as performance share unit awards under the Plan and which were subsequently forfeited for no consideration and returned to the Plan for issuance under the Plan in accordance with its terms and (c) 131,201 additional shares of Class A Common Stock pursuant to the provision of the MoneyLion Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) that provides for an automatic annual increase in the number of shares reserved for issuance thereunder.

 

Pursuant to General Instruction E, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 24, 2021 (Registration No. 333-261360), July 13, 2022 (Registration No. 333-266119) and March 17, 2023 (Registration No. 333-270650), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as supplemented by the information set forth below.

 

 

PART I 

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents are incorporated herein by reference:

 

(a)

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 7, 2024 (File No. 001-39346); and

 

(b)

The description of the Registrant’s capital stock, which is filed as Exhibit 4.3 in the Registrant’s Annual Report on Form 10-K referred to in clause (a) above, including any amendment or supplements thereto.

 

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Item 8. Exhibits.

 

Exhibit Number		Exhibit Description
5.1*		Opinion of Davis Polk & Wardwell LLP.
23.1*		Consent of RSM US LLP.
23.2*		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
24.1*		Powers of Attorney (included in the signature pages hereto)
99.1		MoneyLion Inc. Amended and Restated Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-260254), filed on July 1, 2022).
99.2		MoneyLion Inc. 2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-39346), filed on September 28, 2021).
107*		Filing Fee Table.

 

*	Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 7th day of March, 2024.

 

	MONEYLION INC.
	By:	/s/ Diwakar Choubey
		Name:	Diwakar Choubey
		Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

Each of the undersigned, whose signature appears below, hereby constitutes and appoints each of Diwakar Choubey and Richard Correia, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Position		Date
/s/ Diwakar Choubey		Chief Executive Officer and Director		March 7, 2024
Diwakar Choubey		(Principal Executive Officer)
/s/ Richard Correia		President, Chief Financial Officer and Treasurer		March 7, 2024
Richard Correia		(Principal Financial Officer)
/s/ Mark Torossian		Chief Accounting Officer		March 7, 2024
Mark Torossian		(Principal Accounting Officer)
/s/ John Chrystal		Chair of the Board		March 7, 2024
John Chrystal
/s/ Dwight L. Bush		Director		March 7, 2024
Dwight L. Bush
/s/ Matt Derella		Director		March 7, 2024
Matt Derella
/s/ Jeff Gary		Director		March 7, 2024
Jeff Gary
/s/ Lisa Gersh		Director		March 7, 2024
Lisa Gersh
/s/ Annette Nazareth		Director		March 7, 2024
Annette Nazareth
/s/ Michael Paull		Director		March 7, 2024
Michael Paull
/s/ Chris Sugden		Director		March 7, 2024
Chris Sugden

 

 

II-3

 

Exhibit 5.1 and 23.2

 

Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com

 

March 7, 2024

 

MoneyLion Inc.
30 West 21st Street, 9^th Floor
New York, NY 10010

 

Ladies and Gentlemen:

 

We have acted as counsel for MoneyLion Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering under the Securities Act (i) 520,614 shares of the Company’s class A common stock, par value $0.0001 per share (the “Common Stock”) issuable pursuant to the MoneyLion Inc. Amended and Restated Omnibus Incentive Plan (“the Omnibus Plan”); (ii) 310,108 shares of Common Stock issuable pursuant to the Omnibus Plan in connection with the forfeiture of 310,108 performance share units that resulted in the shares of Common Stock underlying such performance share units again being available for grant under the Omnibus Plan; and (iii) 131,201 shares of Common Stock issuable pursuant to the 2021 MoneyLion Inc. Employee Stock Purchase Plan (the “ESPP” and, together with the Omnibus Plan, the “Plans”). As such counsel, we have made such legal and factual examination and inquiries as we have deemed necessary or appropriate for purposes of this opinion and have made such additional assumptions as are set forth below. This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.

 

We, as your counsel, have examined originals or copies of such documents, corporate records and other instruments and such matters of fact and law as we have deemed necessary or advisable for the purposes of rendering the opinion expressed herein.

 

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

 

Upon the basis of the foregoing, we are of the opinion that the Common Stock issuable pursuant to the Plan has been duly authorized and, when and to the extent issued in accordance with the terms of the Plan, will be legally and validly issued, fully paid and non-assessable.

 

This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

 

 

 

 

This opinion letter is provided to the Securities and Exchange Commission for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without express written consent.

 

We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to our name under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Very truly yours,

 

/s/ Davis Polk & Wardwell LLP

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of MoneyLion Inc. of our report dated March 7, 2024, relating to the consolidated financial statements of MoneyLion Inc., appearing in the Annual Report on Form 10-K of MoneyLion Inc. for the year ended December 31, 2023.

 

/s/ RSM US LLP

 

Austin, TX

March 7, 2024

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

MoneyLion Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Class A common stock, par value $0.0001 per share		Rule 457(c) and Rule 457(h)			520,614			$	50.2350	(2)		$	26,153,044.29				0.00014760			$	3,860.19
Equity		Class A common stock, par value $0.0001 per share		Rule 457(c) and Rule 457(h)			310,108			$	50.2350	(2)		$	15,578,275.38				0.00014760			$	2,299.35
Equity		Class A common stock, par value $0.0001 per share		Rule 457(c) and Rule 457(h)			131,201			$	50.2350	(2)		$	6,590,882.24				0.00014760			$	972.81
Total Offering Amounts														$	48,322,201.91							$	7,132.36
Total Fee Offsets																							—
Net Fee Due																						$	7,132.36

 

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), which may be necessary to adjust the number of shares reserved for issuance pursuant to the MoneyLion Inc. Amended and Restated Omnibus Incentive Plan or the MoneyLion Inc. 2021 Employee Stock Purchase Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of the Registrant.

 

(2)

Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act on the basis of the average of the high and low prices per share of the Class A Common Stock on the New York Stock Exchange on March 1, 2024, which date is within five business days prior to filing this Registration Statement.

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