Correspondence 0000950103-24-018477 from MONEYLION INC. (ML, ML-WT) (CIK 0001807846)
MONEYLION INC. (ML, ML-WT) (CIK 0001807846)
Date: Dec. 30, 2024 · CIK: 0001807846 · Accession: 0000950103-24-018477
AI Filing Summary & Sentiment
File numbers found in text: 001-39346
Referenced dates: September 12, 2024
Letter
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Byron B. Rooney
+1 212 450 4658
byron.rooney@davispolk.com
Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com
Confidential
December 30, 2024
Re: MoneyLion Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39346
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E., Room 4415
Washington, DC 20549-4631
Att’n: David Irving
Mark Brunhofer
David Gessert
Sandra Hunter Berkheimer
Ladies and Gentlemen:
On behalf of our client, MoneyLion Inc., a Delaware corporation (“MoneyLion” or the “Company”), we are writing to provide an update with respect to the prior letter sent on behalf of the Company on November 26, 2024 (the “Response Letter”), responding to comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on the Company’s Form 10-K for the fiscal year ended December 31, 2023 and contained in the Staff’s letter dated September 12, 2024.
In the Response Letter, the Company had advised the Staff in its responses to comments 1 through 5 that the Company planned for strategic reasons to fully wind down its MoneyLion Crypto product offering, the online cryptocurrency account provided by Zero Hash LLC and its affiliate, Zero Hash Liquidity Services LLC, by the end of 2024 and that it made relevant disclosure of that plan in its third quarter Form 10-Q filing filed on November 7, 2024.
Since submitting the Response Letter, the Company agreed to be acquired by Gen Digital Inc., as disclosed in the Company’s report on Form 8-K filed on December 11, 2024. In anticipation of the proposed merger, the Company has decided to pause the previously messaged wind-down of MoneyLion Crypto until such time as the future operations of MoneyLion, including MoneyLion Crypto and all of its other product offerings, are determined, either as a continuing standalone entity or following successful conclusion of the transaction with Gen Digital. The Company will separately provide revised responses to comments 1 through 5 raised in the Staff’s original letter.
Please do not hesitate to contact me at (212) 450-4658 (byron.rooney@davispolk.com) if you have any questions regarding the foregoing or if we may provide any additional information.
Very truly yours,
/s/ Byron B. Rooney
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Byron B. Rooney
+1 212 450 4658
byron.rooney@davispolk.com
Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com
Confidential
December 30, 2024
Re:
MoneyLion Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39346
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E., Room 4415
Washington, DC 20549-4631
Att’n: David Irving
Mark Brunhofer
David Gessert
Sandra Hunter Berkheimer
Ladies and Gentlemen:
On behalf of our client, MoneyLion Inc., a Delaware corporation (“MoneyLion”
or the “Company”), we are writing to provide an update with respect to the prior letter sent on behalf of the Company
on November 26, 2024 (the “Response Letter”), responding to comments from the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) on the Company’s Form 10-K for the fiscal year ended
December 31, 2023 and contained in the Staff’s letter dated September 12, 2024.
In the Response Letter, the Company had advised the Staff in its responses
to comments 1 through 5 that the Company planned for strategic reasons to fully wind down its MoneyLion Crypto product offering, the online
cryptocurrency account provided by Zero Hash LLC and its affiliate, Zero Hash Liquidity Services LLC, by the end of 2024 and that it made
relevant disclosure of that plan in its third quarter Form 10-Q filing filed on November 7, 2024.
Since submitting the Response Letter, the Company agreed to be acquired
by Gen Digital Inc., as disclosed in the Company’s report on Form 8-K filed on December 11, 2024. In anticipation of the proposed
merger, the Company has decided to pause the previously messaged wind-down of MoneyLion Crypto until such time as the future operations
of MoneyLion, including MoneyLion Crypto and all of its other product offerings, are determined, either as a continuing standalone entity
or following successful conclusion of the transaction with Gen Digital. The Company will separately provide revised responses to comments
1 through 5 raised in the Staff’s original letter.
Please do not hesitate to contact me at (212) 450-4658 (byron.rooney@davispolk.com)
if you have any questions regarding the foregoing or if we may provide any additional information.
Very truly yours,
/s/ Byron B. Rooney
cc: Richard Correia
Adam VanWagner