UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 16, 2024 (May 15, 2024)

MONEYLION INC.

(Exact name of registrant as specified in its charter)

249-245 West 17th Street, Floor 4

New York, NY 10011

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 300-9865

N/A

(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:

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

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 8.01. Other Events.

Litigation Update

MoneyLion Inc. (the “Company”) is providing the following update to a previously disclosed legal proceeding:

Former Series A Preferred Stockholders Litigation

On May 15, 2024, the United States District Court for the Southern District of New York (“SDNY”) dismissed the Former Preferred Stockholders’ (as defined below) complaint in its entirety.  The SDNY dismissed the Former Preferred Stockholders’ claim under Section 14(a) of the Securities Exchange Act of 1934 for failure to state a claim and declined to exercise supplemental jurisdiction over the remaining state law claims, dismissing such state law claims without prejudice.

As previously reported, on July 27, 2023, MassMutual Ventures US II LLC, Canaan X L.P., Canaan XI L.P., F-Prime Capital Partners Tech Fund LP and GreatPoint Ventures Innovation Fund II, L.P., each of which are former holders of the Company’s Series A Preferred Stock (collectively, the “Former Preferred Stockholders”), brought a civil action in the SDNY against the Company, its Board of Directors and certain officers asserting claims under Section 14(a) relating to the Company’s Definitive Proxy Statement, filed with the SEC on March 31, 2023 in connection with the Special Meeting of Stockholders relating to the 1-for-30 reverse stock split of the Company’s Class A common stock effected on April 24, 2023, and related state law claims.  On November 6, 2023, the Company filed a motion to dismiss the lawsuit in its entirety.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

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.