UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39346

MoneyLion Inc.

(Exact name of registrant as specified in its charter)

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

30 West 21st Street, 9th Floor New York, New York		10010
(Address of principal executive offices)		(Zip Code)

(212) 380-1735

(Registrant’s telephone number, including area code)

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, $0.0001 par value	ML WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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” and “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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s Class A common stock, par value $0.0001 per share, outstanding as of November 15, 2021 was 226,177,708 shares.

EXPLANATORY NOTE

MoneyLion Inc. (the “Company,” “we,” “our” or “us”) is filing this Quarterly Report on Form 10-Q/A (the “Amendment”) to amend our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, originally filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Original Filing”), to restate certain of our financial statements (collectively, the “Original Financial Statements”) as a result of an error related to the conversion of subordinated convertible notes to equity (as defined herein) and the exercise of stock warrants related to the Business Combination (as defined herein) and an error related to the computation of diluted net income per share for the three months ended September 30, 2021, each as described in more detail below.

Restatement Background— In connection with the audit of the Company’s annual consolidated financial statements as of and for the year ended December 31, 2021, the Company’s auditors, RSM US LLP, identified an error made in the Original Financial Statements arising from the manner in which the Company accounted for the conversion of subordinated convertible notes and exercise of stock warrants into equity in connection with the Closing (as defined herein) of the Business Combination. Prior to the Closing, the Company had recorded both the subordinated convertible debt and the stock warrants at fair value as liabilities on the Company’s condensed consolidated balance sheets, and any changes in fair value of the subordinated convertible debt and the stock warrants were recorded in the Company’s condensed consolidated statement of operations as a component of operating expenses. At the Closing, upon the conversion of the subordinated convertible notes into, and the exercise of the stock warrants for, equity, the Company reclassified these liabilities to equity based on the June 30, 2021 fair value measurement of the subordinated convertible notes and the stock warrants. The Company’s management, in consultation with its advisors, has determined that the subordinated convertible notes and the stock warrants should have been marked to fair value as of the Closing, with the related change in fair value recorded in operating expenses before the liabilities were reclassified to equity.

As a result, the Company’s management has noted errors related to operating expenses, net loss and basic and diluted earnings (loss) per share in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and additional paid-in capital and retained earnings in the condensed consolidated balance sheet as of September 30, 2021, along with related impacts to the condensed consolidated statement of cash flows for the nine months ended September 30, 2021 and the condensed consolidated statements of redeemable convertible preferred stock, redeemable noncontrolling interests and stockholders’ deficit for the three and nine months ended September 30, 2021.

In connection with the preparation of this Amendment, the Company’s management identified a second error in the Original Financial Statements as the denominator of the diluted net income per share calculation for the three months ended September 30, 2021 did not include the impact of dilutive securities. The Company’s management, in consultation with its advisors, has determined that the calculation of diluted net income per share included within the condensed consolidated statement of operations for the three months ended September 30, 2021 should have included the impact of dilutive securities.

In light of the foregoing, on March 9, 2022, the Audit Committee of the Company’s board of directors, based on the recommendation of and after consultation with management and the Company’s advisors, concluded that the Company’s Original Financial Statements and related financial information contained in the Original Filing should no longer be relied upon and should be restated in order to correct the errors described above. Neither the manner in which the Company accounted for the conversion of the subordinated convertible notes and exercise of stock warrants into equity nor the manner in which diluted net income per share was calculated for the three months ended September 30, 2021 had any effect on the Company’s previously reported cash position.

The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the Original Financial Statements and related financial information contained in the Original Filing should no longer be relied upon.

The restatement is more fully described in Note 2 to the condensed consolidated financial statements included herein.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 6 of Part II hereof.

Internal Control and Disclosure Controls Considerations— In connection with the restatement, the Company’s management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective as of September 30, 2021 due to material weaknesses in internal control over financial reporting related to the accounting of the conversion of subordinated convertible notes and exercise of stock warrants into equity and the calculation of diluted net income per share for the three months ended September 30, 2021, as well as the treatment of the noncontrolling interests attributable to the Class B investors of IIA (as defined herein).

Items Amended In This Amendment— For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Amendment to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement:

	●	Part I – Item 1. Financial Statements

	●	Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	●	Part I – Item 4. Controls and Procedures

	●	Part II – Item 1A. Risk Factors

●

Part II – Item 6. Exhibits

Except as described above, this Amendment does not substantively amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after November 15, 2021, the original filing date, or modify or update those disclosures affected by subsequent events, except to the extent they are otherwise required to be included and discussed herein. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing.

INTRODUCTORY NOTE

On September 22, 2021 (the “Closing Date”), MoneyLion Inc., a Delaware corporation, formerly known as Fusion Acquisition Corp. (prior to the Closing Date, “Fusion” and after the Closing Date, “MoneyLion”) consummated the previously announced business combination (the “Business Combination”) with MoneyLion Technologies Inc., formerly known as MoneyLion Inc. (“Legacy MoneyLion”), a Delaware corporation. Pursuant to the Merger Agreement (as defined below), immediately upon the completion of the Business Combination and the other transactions contemplated by the Merger Agreement (the “Closing”), each of the following transactions occurred in the following order: (i) ML Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Fusion (“Merger Sub”) merged with and into Legacy MoneyLion, with Legacy MoneyLion surviving the merger as a wholly owned subsidiary of Fusion (the “Merger”); (ii) Legacy MoneyLion changed its name to “MoneyLion Technologies Inc.”; and (iii) Fusion changed its name to “MoneyLion Inc.” Following the Business Combination, MoneyLion Inc. became a publicly traded company, with Legacy MoneyLion, a subsidiary of MoneyLion, continuing the existing business operations.

References to the Merger Agreement shall mean that certain Agreement and Plan of Merger, dated as of February 11, 2021 and amended on June 28, 2021 and September 4, 2021 (the “Merger Agreement”), by and among Fusion, Merger Sub and Legacy MoneyLion.

The Business Combination was accounted for as a reverse recapitalization for which Legacy MoneyLion has been determined to be the accounting acquirer (the “Reverse Recapitalization”). As the Business Combination was accounted for as a Reverse Recapitalization, no goodwill or other intangible assets were recorded, in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, Fusion was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy MoneyLion issuing stock for the net assets of Fusion, accompanied by a recapitalization. The net assets of Fusion were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of Legacy MoneyLion. Notwithstanding the foregoing, see “Item 2 — MoneyLion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations” set forth below.

The Business Combination closed on September 22, 2021.

MONEYLION INC.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations	2
	Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Noncontrolling Interests and Stockholders’ Deficit	3
	Unaudited Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	41

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	45

Signatures		46

MoneyLion Inc.

As used in this Quarterly Report on Form 10-Q/A, unless the context requires otherwise, references to “MoneyLion”, the “Company”, “we”, “us”, and “our”, and similar references refer to MoneyLion Inc. and its wholly-owned subsidiaries for the period following the Business Combination (as defined herein) and to MoneyLion Technologies Inc. for the period prior to the Business Combination. “Fusion” refers to Fusion Acquisition Corp. prior to the Business Combination.

For more information regarding the Business Combination, see Item I, Note 4 to the Notes to Unaudited Condensed Consolidated Financial Statements and Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Quarterly Report on Form 10-Q/A.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q/A, including the information incorporated herein by reference, contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of MoneyLion. These statements are based on the beliefs and assumptions of the management of MoneyLion. Although MoneyLion believes that its respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, MoneyLion cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, MoneyLion’s management.

Forward-looking statements in this Quarterly Report on Form 10-Q/A may include, for example, statements about:

●

realizing the benefits expected from the Business Combination;

●

MoneyLion’s ability to maintain the listing of MoneyLion’s Class A common stock (“MoneyLion Common Stock”, also referred to herein as “MoneyLion Class A Common Stock”) on the NYSE;

●

MoneyLion’s ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

●

MoneyLion’s success in retaining or recruiting, or changes required in, its officers, key employees or directors;

●

factors relating to the business, operations and financial performance of MoneyLion, including:

●

MoneyLion’s ability to comply with laws and regulations applicable to its business; and

●

market conditions and global and economic factors beyond MoneyLion’s control;

●

intense competition and competitive pressures from other companies worldwide in the industries in which MoneyLion operates;

●

MoneyLion’s ability to establish and maintain an effective system of internal controls over financial reporting;

●

the outcome of any legal or governmental proceedings that may be instituted against us;

●

litigation and the ability to adequately protect MoneyLion’s intellectual property rights; and

●

other factors detailed under Part II, Item 1A “Risk Factors”.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q/A and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

Risk Factor Summary

Our business is subject to numerous risks and uncertainties, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. The following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of shares of our securities and result in a loss of all or a portion of your investment:

●

MoneyLion’s results of operations and future prospects depend on its ability to retain existing, and attract new, customers. MoneyLion faces intense and increasing competition and, if it does not compete effectively, its competitive positioning and operating results will be harmed.

●

Because MoneyLion relies on third parties to provide services, MoneyLion could be adversely impacted if such third parties fail to fulfill their obligations or if MoneyLion’s arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.

●

If MoneyLion fails to comply with the applicable requirements of our third-party partners, they could seek to suspend or terminate MoneyLion’s accounts, which could adversely affect MoneyLion’s business.

●

If the information provided to MoneyLion by customers is incorrect or fraudulent, MoneyLion may misjudge a customer’s qualifications to receive its products and services and its results of operations may be harmed and could subject MoneyLion to regulatory scrutiny or penalties.

●

MoneyLion services all of the loans it originates. A failure by MoneyLion to service loans properly could result in lost revenue and negatively impact its business and operations or subject MoneyLion to regulatory scrutiny or penalties.

●

Systems defects, failures or disruptions, including events beyond MoneyLion’s control, and resulting interruptions in the availability of MoneyLion’s websites, applications, products, or services could harm MoneyLion’s business, harm its reputation, result in significant costs to MoneyLion, decrease MoneyLion’s potential profitability and expose it to substantial liability.

●

The legal and regulatory regimes governing certain of MoneyLion’s products and services are uncertain and evolving. Changing laws, regulations, interpretations or regulatory enforcement priorities may negatively impact the management of its business, results of operations, ability to offer certain products or the terms and conditions upon which they are offered, and ability to compete.

●

While MoneyLion takes precautions to prevent consumer identity fraud, it is possible that identity fraud may still occur or has occurred, which may adversely affect the performance of MoneyLion’s products and services or subject MoneyLion to scrutiny or penalties.

●

MoneyLion’s business and platform depend in part on intellectual property and proprietary rights and technology licensed from or otherwise made available to MoneyLion by third parties. If MoneyLion fails to comply with its obligations under license or technology agreements with third parties, MoneyLion may be required to pay damages and MoneyLion could lose license rights that are critical to our business.

●

MoneyLion has in the past, and continues to be, subject to inquiries, subpoenas, exams, pending investigations, and enforcement matters by state and federal regulators, the outcome of which is uncertain and could cause reputational and financial harm to MoneyLion’s business and results of operations.

●

MoneyLion has a history of losses and may not achieve profitability in the future.

The risks described above should be read together with the risk factors included in our Registration Statement on Form S-1, filed on October 20, 2021, and the other information set forth in this Quarterly Report on Form 10-Q/A, including our condensed consolidated financial statements and the related notes, as well as in other documents that we file with the Securities and Exchange Commission. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. See “Cautionary Note Regarding Forward-Looking Statements” herein.

iii

PART I - FINANCIAL INFORMATION

MONEYLION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share and per share amounts)

(Unaudited)

	September 30,			December 31,
	2021			2020
	(As Restated)
Assets
Cash, including amounts held by variable interest entities (VIEs) of $2,539 and $390	$	295,645		$	19,406
Restricted cash		3,357			1,521
Receivables		129,281			68,794
Allowance for losses on receivables		(16,791	)		(9,127	)
Receivables, net, including amounts held by VIEs of $99,306 and $52,264		112,490			59,667
Property and equipment, net		588			502
Intangible assets, net		8,041			9,275
Goodwill		21,565			21,565
Due from related party		-			5
Other assets		26,913			11,702
Total assets	$	468,599		$	123,643
Liabilities, Redeemable Convertible Preferred Stock, Redeemable Noncontrolling Interests and Stockholders’ Deficit
Liabilities:
Secured loans		43,626			24,395
Accounts payable and accrued liabilities		46,134			20,968
Subordinated convertible notes, at fair value		-			14,000
Related party loan		-			5,000
Warrant liability		22,916			24,667
Other debt		-			3,207
Total liabilities		112,676			92,237
Commitments and contingencies (Note 18)
Redeemable convertible preferred stock (Series A-1, A-2, A-3, B, B-2, C, C-1), $0.0001 par value; 0 and 7,471,198 shares authorized, 0 and 7,085,923 issued and outstanding at September 30, 2021 and December 31, 2020; aggregate liquidation preference of $0 and $288,183 at September 30, 2021 and December 31, 2020(1)		-			288,183
Redeemable noncontrolling interests		123,549			71,852
Stockholders’ deficit:
Class A Common Stock, $0.0001 par value; 2,000,000,000 and 0 shares authorized as of September 30, 2021 and December 31, 2020, respectively, 226,177,708 and 0 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		23			-
Additional paid-in capital		676,268			-
Accumulated deficit		(434,217	)		(327,629	)
Treasury stock, 970,000 and 44,924 shares at September 30, 2021 and December 31, 2020 at cost		(9,700	)		(1,000	)
Total stockholders’ deficit		232,374			(328,629	)
Total liabilities, redeemable convertible preferred stock, redeemable noncontrolling interests and stockholders’ deficit	$	468,599		$	123,643

(1)	Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock for MoneyLion Class A Common Stock at an exchange of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 4, “Business combination,” for details.

The accompanying notes are an integral part of these condensed consolidated financial statements.

MONEYLION INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
	(As Restated)						(As Restated)
Revenue
Net interest income on finance receivables	$	2,293		$	1,654		$	5,716		$	3,617
Membership subscription revenue		8,347			8,435			23,709			22,778
Affiliates income		3,175			518			6,444			1,368
Fee income		30,402			12,471			79,659			28,924
Other income		3			39			21			174
Total Revenues, net		44,220			23,117			115,549			56,861
Operating expenses
Marketing		13,531			2,921			27,060			7,404
Provision for loss on receivables		15,238			10,456			36,644			14,587
Other direct costs		1,828			1,183			6,983			3,137
Interest expense		1,627			865			4,947			2,316
Personnel expenses		15,483			4,672			30,736			15,704
Underwriting expenses		2,158			1,137			5,702			4,553
Information technology expenses		1,195			1,725			5,009			5,089
Bank and payment processor fees		6,770			3,697			18,526			8,987
Change in fair value of warrant liability		5,495			(228	)		54,285			(228	)
Change in fair value of subordinated convertible notes		(7,684	)		-			41,877			-
Professional fees		4,678			1,879			12,715			4,516
Depreciation and amortization expense		486			286			1,502			811
Occupancy expense		(46	)		314			719			913
Gain on foreign currency translation		(135	)		(43	)		(178	)		(155	)
Other operating (income) expenses		8,242			(257	)		6,221			393
Total operating expenses		68,866			28,607			252,748			68,027
Net loss before income taxes		(24,646	)		(5,490	)		(137,199	)		(11,166	)
Income tax (benefit) expense		(1	)		-			41			(13	)
Net loss	$	(24,645	)	$	(5,490	)	$	(137,240	)	$	(11,153	)
Net income attributable to redeemable noncontrolling interests		(3,520	)		(1,967	)		(9,364	)		(6,480	)
Reversal of previously accrued / (accrued) dividends on redeemable convertible preferred stock		52,466			(4,387	)		42,728			(12,817	)
Net income (loss) attributable to common shareholders	$	24,301		$	(11,844	)	$	(103,876	)	$	(30,450	)

Net income (loss) per share, basic (1)	$	0.39		$	(0.26	)	$	(1.96	)	$	(0.67	)
Net income (loss) per share, diluted (1)	$	0.13		$	(0.26	)	$	(1.96	)	$	(0.67	)
Weighted average shares used in computing net loss per share, basic (1)		62,314,396			44,857,889			53,119,751			45,253,509
Weighted average shares used in computing net loss per share, diluted (1)		219,114,088			44,857,889			53,119,751			45,253,509

(1)

Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 4, “Business combination,” for details. Because the Company had a net loss in the nine months ended September 30, 2021 and the three and nine months ended September 30, 2020, the Company’s potentially dilutive securities, which include stock options, restricted stock, preferred stock and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share for those periods, as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders for these periods is the same. See Note 17, “Net income (loss) per share (as restated)” for a reconciliation of Net income per share, diluted for the three months ended September 30, 2021.

The accompanying notes are an integral part of these condensed consolidated financial statements.

MONEYLION INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ DEFICIT

(amounts in thousands, except share amounts)

(Unaudited)

	Redeemable Convertible Preferred Stock (All Series)				Redeemable Noncontrolling			Common Stock				Additional Paid-in			Accumulated			Treasury			Total Stockholders’
	Shares(1)		Amount		Interests			Shares		Amount		Capital			Deficit			Stock			Deficit
Balances at July 1, 2020		107,410,844	$	251,475	$	68,288			44,888,391	$	-	$	-		$	(280,116	)	$	(1,000	)	$	(281,116	)
Stock-based compensation		-		-		-			-		-		410			-			-			410
Exercise of stock options and warrants		-		-		-			880,344		-		58			-			-			58
Accrued dividends on redeemable convertible preferred stock		-		4,387		-			-		-		(468	)		(3,919	)		-			(4,387	)
Contributions by redeemable noncontrolling interests		-		-		50			-		-		-			-			-
Redemptions by redeemable noncontrolling interests		-		-		(4,473	)		-		-		-			-			-			-
Distributions to redeemable noncontrolling interests		-		-		(907	)		-		-		-			-			-			-
Net income (loss)		-		-		1,966			-		-		-			(7,457	)		-			(7,457	)
Balances at September 30, 2020		107,410,844	$	255,862	$	64,924			45,768,735	$	-	$	-		$	(291,492	)	$	(1,000	)	$	(292,492	)

	Redeemable Convertible Preferred Stock (All Series)				Redeemable Noncontrolling			Common Stock				Additional Paid-in			Accumulated			Treasury			Total Stockholders’
	Shares(1)		Amount		Interests			Shares		Amount		Capital			Deficit			Stock			Deficit
Balances at January 1, 2020		103,598,936	$	231,020	$	73,977			44,198,935	$	-	$	-		$	(262,208	)	$	(1,000	)	$	(263,208	)
Stock-based compensation		-		-		-			-		-		1,082			-			-			1,082
Exercise of stock options and warrants		-		-		-			1,569,800		-		84			-			-			84
Issuance of Series C-1 redeemable convertible preferred stock		3,811,908		12,025		-			-		-		-			-			-			-
Accrued dividends on redeemable convertible preferred stock		-		12,817		-			-		-		(1,166	)		(11,651	)		-			(12,817	)
Contributions from redeemable noncontrolling interests		-		-		300			-		-		-			-			-			-
Redemptions by redeemable noncontrolling interests		-		-		(12,844	)		-		-		-			-			-			-
Distributions to redeemable noncontrolling interests		-		-		(2,989	)		-		-		-			-			-			-
Net income (loss)		-		-		6,480			-		-		-			(17,633	)		-			(17,633	)
Balances at September 30, 2020		107,410,844	$	255,862	$	64,924			45,768,735	$	-	$	-		$	(291,492	)	$	(1,000	)	$	(292,492	)

(1)	Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock for MoneyLion Class A Common Stock at an exchange of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 4, “Business combination,” for details.

MONEYLION INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ DEFICIT

(amounts in thousands, except share amounts)

(Unaudited)

	Redeemable Convertible Preferred Stock (All Series)				Redeemable Noncontrolling		Class A Common Stock				Additional Paid-in		Accumulated			Treasury			Total Stockholders’
	Shares(1)		Amount		Interests		Shares		Amount		Capital		Deficit			Stock			Deficit
Balances at July 1, 2021		116,264,374	$	298,010	$	101,157		48,658,573	$	5	$	-	$	(453,805	)	$	(1,000	)	$	(454,800	)
Stock-based compensation		-		-		-		-		-		586		-

SEC Form 10-Q/A filed by MoneyLion Inc. (Amendment)