0001807846 false true 0001807846 2021-12-16 2021-12-16 0001807846 ML:ClassACommonStockParValue0.0001PerShareMember 2021-12-16 2021-12-16 0001807846 ML:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStock0.0001ParValueMember 2021-12-16 2021-12-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares




Washington, D.C. 20549








Date of Report (Date of earliest event reported): December 16, 2021



(Exact name of registrant as specified in its charter)


Delaware 001-39346 85-0849243

(State or other jurisdiction

of incorporation)


File Number)

(IRS Employer

Identification No.)


30 West 21st Street, 9th Floor,

New York, NY 10010

(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (212) 380-1735



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   ML   The New York Stock Exchange

Redeemable Warrants: each whole warrant exercisable for one share of common stock, par value $0.0001 per share

  ML WS   The New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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 13(a) of the Exchange Act.




Item 7.01. Regulation FD Disclosure.


On December 16, 2021, MoneyLion Inc., a Delaware corporation (the “Company”), issued a press release announcing its entry into an Agreement and Plan of Merger, dated December 15, 2021 (as may be amended or modified from time to time, the “Merger Agreement”), by and among the Company, Epsilon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Even Financial Inc., a Delaware corporation (“Even”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as representative of the equityholders of Even, pursuant to which Merger Sub will merge with and into Even, with Even surviving as a wholly owned subsidiary of the Company. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.


Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that the Company has prepared to use in connection with the transactions contemplated by the Merger Agreement.


The information in Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.


Forward-Looking Statements


The information in this Current Report on Form 8-K 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 estimates and forecasts of financial and performance metrics and expectations and timing related to potential benefits, terms and timing of the transaction. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’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 the Company. 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 transaction, 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 transaction; failure to realize the anticipated benefits of the proposed transaction; risks relating to the uncertainty of the projected financial information with respect to the Company; future global, regional or local economic and market conditions; the development, effects and enforcement of laws and regulations; the Company’s ability to manage future growth; the Company’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 the Company’s future business; or, the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries. 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 the Company presently knows or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.




Item 9.01. Financial Statements and Exhibits.


Exhibit   Description
99.1   Press Release, dated December 16, 2021, titled “MoneyLion to Acquire Even Financial, Expanding Distribution Network and Enhancing Consumers' Financial Access and Decision Making.”
99.2   Investor Presentation dated December 16, 2021
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By: /s/ Diwakar Choubey
    Name: Diwakar Choubey
    Title: Chief Executive Officer and President


Date: December 16, 2021