SecProbe.io

September 12, 2024
Richard Correia
President, Chief Financial Officer and Treasurer
MoneyLion, Inc.
249-245 West 17th Street
4th Floor
New York, New York 10011
Re:MoneyLion, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39346
Dear Richard Correia:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
General
1.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets. In
future filings, please consider the issues identified in the sample letter as applicable to
your facts and circumstances, and revise your disclosure accordingly. Please provide draft
disclosure.
2.We note your references throughout to "virtual currencies," "digital assets,"
"cryptocurrency" and "crypto assets." We also note your disclosure under the risk factor
heading "Risks Relating to Regulation" on page 44 that "[a]s used herein, the terms
"cryptocurrency," "crypto asset," "digital asset" and "virtual currency" are intended to be
consistent with one another unless specifically noted otherwise." To the extent you are
using these terms interchangeably, please revise your disclosure in future periodic
reports to use one term. If these terms are instead being used to mean different things,
please revise to define each term on first use.

September 12, 2024
Page 2
Item 1. Business
Our Business Model
Third-Party Providers
Zero Hash, page 11
3.We note your disclosure that Zero Hash is primarily liable for the digital asset activities
associated with MoneyLion Crypto customers, including custody, trading and pricing of
crypto assets. Please provide us a detailed analysis supporting whether or not you have a
crypto asset safeguarding liability and associated asset through an agency relationship
with Zero Hash. Your analysis should include how you considered the regulatory,
technological, and legal risks as well as exposure to loss. In your analysis, describe for us
both a purchase and holding of crypto assets transaction as well as a sale of crypto assets
transaction. For these transactions, explain how they are initiated, which party controls the
crypto assets throughout and how cash flows through the various brokerage accounts.
Regulation of Our Business and Offerings
MoneyLion Crypto: Regulation of Zero Hash, page 15
4.In future filings please revise to clarify how Zero Hash will custody or store crypto assets
purchased by your customers. Without limitation, your disclosure should address:
•Whether the crypto assets will be held in wallets unique to individual customers or
whether they may be comingled in a wallet or wallets with the crypto assets of
another customer or any other party;
•For any crypto assets comingled or held in omnibus wallets, describe how the
omnibus wallets function, how records of customer accounts are maintained and how
disputes among customers to the assets in the wallets are resolved;
•Whether the crypto assets will be held in hot or cold wallets; and
•For any crypto assets held in cold wallets, describe the geographic location of the
facilities where the crypto assets are held and describe the security precautions Zero
Hash takes in controlling access to crypto assets custodied in cold wallets.
Additionally, provide a cross reference to related risk factor disclosure.
The regulatory regime governing blockchain technologies and digital assets is uncertain..., page
50
5.We note the statement that "[r]egulatory guidance... around issues like whether a digital
asset may be considered a 'security' under the federal securities laws has been unclear." In
future filings please remove or revise this statement in light of the fact that the legal tests
are well established by U.S. Supreme Court case law and the Commission and staff have
issued reports, orders, and statements that provide guidance on when a crypto asset may
be a security for purposes of the U.S. federal securities laws.

September 12, 2024
Page 3
Item 7. Management's Discussion and Analsyis of Financial Condition and Results of Operations
Results of Operations for the Twelve Months Ended December 31, 2023 and 2022
Revenues, page 69
6.Please revise future filings to disclose revenues by the revenue streams discussed on page
63 - RoarMoney Banking, Instacash, Membership Programs, Moneylion Investing, and
MoneyLion Crypto - and show us what your disclosure will look like for the periods
presented in your response. Separately provide this level of revenue disaggregation in
your financial statements as required by ASC 606-10-50-5.
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements, page F-8
7.Please revise future filings to include the disclosure requirements in ASC 326-20-50 for
enterprise receivables and show us what your disclosure will look like in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if you
have questions regarding comments on the financial statements and related matters. Please
contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets