Securities Registration: Employee Benefit Plan (s-8)
13 Juillet 2022 - 10:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 13, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MoneyLion Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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85-0849243 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
30 West 21st Street, 9th Floor
New York, NY 10010
(212) 300-9865
(Address of Principal Executive Offices, including Zip Code)
MoneyLion Inc. Amended and Restated Omnibus Incentive Plan
MoneyLion Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
Richard Correia
Chief Financial Officer and Treasurer
30 West 21st Street, 9th Floor
New York, NY 10010
(212) 300-9865
(Name, address and telephone number, including area code, of agent for service)
Copies of all correspondence to:
Adam Kaminsky
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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,” “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 ☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO
GENERAL INSTRUCTION E
This
Registration Statement on Form S-8 (the “Registration Statement”) has been prepared and filed pursuant to and in accordance
with the requirements of General Instruction E to Form S-8 for the purpose of registering (a) an additional 12,100,000 shares of
Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of MoneyLion Inc. (the “Registrant”)
that are issuable at any time or from time to time under the MoneyLion Inc. Amended and Restated Omnibus Incentive Plan (as amended and
restated from time to time, the “Plan”) following the approval and adoption of the Plan, subject to stockholder
approval, by the Registrant’s Board of Directors on April 28, 2022 and the approval of the Plan by the Registrant’s stockholders
at the Registrant’s 2022 Annual Meeting of Stockholders on June 15, 2022; (b) 5,889,466 additional shares of Class A
Common Stock underlying “Substitute Awards” (as defined in the MoneyLion Inc. Omnibus Incentive Plan (the “Original
Plan”)) granted by the Registrant in connection with the Registrant’s acquisition of Even Financial Inc., as previously
reported by the Registrant; (c) 4,609,648 additional shares of Class A Common Stock pursuant to the provisions of the Original
Plan that provide for an automatic annual increase in the number of shares reserved for issuance thereunder; and (d) 3,457,236
additional shares of Class A Common Stock pursuant to the provisions of the MoneyLion Inc. 2021 Employee Stock Purchase Plan (the “ESPP”)
that provide for an automatic annual increase in the number of shares reserved for issuance thereunder.
Pursuant
to General Instruction E, the contents of the Registration Statements on Form S-8 relating to the Original Plan and the ESPP filed with
the Securities and Exchange Commission (the “Commission”) on November 24, 2021 (Registration No. 333-261360), including
the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as supplemented
by the information set forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the
information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of
the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are
incorporated herein by reference:
| (a) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the
Commission on March 17, 2022 (File No. 001-39346); |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with
the Commission on May 16, 2022 (File No. 001-39346); |
| (c) | The Registrant’s Current Reports on Form 8-K (including the Form 8-K/A (File No. 001-39346)
filed with the Commission on May 5, 2022) that have been filed with the Commission since the end of the fiscal year covered by the
Registrant’s Annual Report on Form 10-K referred to in clause (a) above (except for any portions of such Current Reports on
Form 8-K or Form 8-K/A furnished pursuant to Item 2.02 and/or Item 7.01 thereof and any corresponding exhibits furnished thereto);
and |
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(d) |
The description of the Registrant’s capital stock, which is filed as Exhibit 4.3 in the Registrant’s Annual Report on Form 10-K referred to in clause (a) above, including any amendment or supplements thereto. |
In addition, all documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to
stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such
provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the 13th day of July, 2022.
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MONEYLION INC. |
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By: |
/s/ Diwakar Choubey |
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Name: |
Diwakar Choubey |
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Title: |
Chief Executive Officer and President |
POWER OF ATTORNEY
Each of the undersigned, whose
signature appears below, hereby constitutes and appoints each of Diwakar Choubey and Richard Correia, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any
amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
Name |
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Position |
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Date |
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/s/ Diwakar Choubey |
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Chief Executive Officer, President and Director |
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July 13, 2022 |
Diwakar Choubey |
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(Principal Executive Officer) |
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/s/ Richard Correia |
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Chief Financial Officer and Treasurer |
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July 13, 2022 |
Richard Correia |
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(Principal Financial Officer) |
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/s/ Mark Torossian |
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Chief Accounting Officer |
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July 13, 2022 |
Mark Torossian |
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(Principal Accounting Officer) |
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/s/ John Chrystal |
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Chair of the Board |
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July 13, 2022 |
John Chrystal |
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/s/ Chris Sugden |
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Director |
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July 13, 2022 |
Chris Sugden |
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/s/ Jeffrey Gary |
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Director |
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July 13, 2022 |
Jeffrey Gary |
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/s/ Lisa Gersh |
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Director |
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July 13, 2022 |
Lisa Gersh |
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/s/ Matt Derella |
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Director |
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July 13, 2022 |
Matt Derella |
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/s/ Michael Paull |
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Director |
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July 13, 2022 |
Michael Paull |
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/s/ Annette Nazareth |
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Director |
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July 13, 2022 |
Annette Nazareth |
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/s/ Dwight L. Bush |
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Director |
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July 13, 2022 |
Dwight L. Bush |
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