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Washington, D.C. 20549








Date of Report (Date of earliest event reported): November 25, 2022 (November 23, 2022)



(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) 300-9865



(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  




Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share




The New York Stock Exchange

Redeemable warrants: each whole warrant exercisable for one share of Class A common stock, par value $0.0001   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 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On November 23, 2022, MoneyLion Inc. (the “Company”) received a notice from the New York Stock Exchange (“NYSE”) that the Company is not in compliance with the NYSE continued listing standard as set forth in Section 802.01C of the NYSE Listed Company Manual, as the average closing price of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), was less than $1.00 per share over a consecutive 30-trading day period. The notification of non-compliance has no immediate effect on the listing or trading of the Company’s Common Stock on the NYSE, subject to the Company’s compliance with the NYSE’s other continued listing requirements.


As required by the NYSE, the Company intends to respond to the NYSE within ten business days with respect to its intent to cure the deficiency. Pursuant to Section 802.01C, the Company has six months following receipt of the notification to regain compliance with the minimum share price requirement, with the possibility of extension at the discretion of the NYSE. In order to regain compliance, on the last trading day in any calendar month during the cure period, the Company’s Common Stock must have: (i) a closing price of at least $1.00 per share; and (ii) an average closing price of at least $1.00 per share over the 30-trading day period ending on the last trading day of such month. The Company’s failure to regain compliance during this period could result in delisting.


The Company intends to monitor the closing price of the Common Stock and consider its available options to resolve the noncompliance with the minimum share price requirement, including effecting a reverse stock split. There can be no assurance that the Company will be able to regain compliance with the NYSE’s continued listing requirements or that the NYSE will grant the Company a further extension of time to regain compliance, if applicable.


Item 9.01.Financial Statements and Exhibits




Exhibit No.    Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).


Forward-Looking Statements


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. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks” or other similar expressions. Such statements may include, but are not limited to, statements about whether the Common Stock will remain listed on the NYSE and the potential the Company will seek a reverse stock split to regain compliance. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.






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/ Richard Correia
      Name: Richard Correia
      Title: Chief Financial Officer and Treasurer


Date: November 25, 2022