M&A - MONEYLION INC.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000095010325004975

Filing Summary: On April 17, 2025, MoneyLion Inc. completed a merger under the Agreement and Plan of Merger dated December 10, 2024, whereby Maverick Group Holdings, Inc., a wholly owned subsidiary of Gen Digital Inc., merged with and into MoneyLion. Following the merger, MoneyLion became a wholly owned subsidiary of Gen Digital. Each issued share of MoneyLion's Class A common stock was canceled and converted into a right to receive $82.00 in cash and a contingent value right (CVR). Options, restricted stock units, and warrants associated with MoneyLion's stock were also modified or converted according to conditions set forth in the merger agreement. The NYSE was notified of the merger, and trading of MoneyLion's shares was suspended. MoneyLion plans to terminate the registration of its shares under the Exchange Act and to cease its reporting obligations. An amendment to the certificate of incorporation and bylaws was executed at the Effective Time. The transaction's total consideration amounted to approximately $933 million, along with approximately 11,600,000 CVRs. Notably, the document details various considerations for equity awards and legal adjustments pertaining to the merger alongside a formal notice to warrant holders.

Form Type: POS AM

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004976

Filing Summary: On April 17, 2025, MoneyLion Inc. announced a Post-Effective Amendment No. 1 to their Registration Statement on Form S-1 originally filed on March 23, 2022. This amendment is a result of a Merger Agreement signed on December 10, 2024, wherein MoneyLion Inc. will merge with Gen Digital Inc., with MoneyLion becoming a wholly owned subsidiary of Gen Digital. Consequently, the company is terminating all offerings of its securities from its registration statements, including the aforementioned S-1 registration for 31,900,098 shares of Class A common stock. The amendment serves to deregister all unsold securities under the original registration statement due to this merger transaction.

Form Type: POS AM

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004977

Filing Summary: On April 17, 2025, MoneyLion Inc. filed a Post-Effective Amendment No. 2 to Form S-3 with the SEC. This amendment relates to the securities initially registered under the Registration Statement No. 333-277732, which was first filed on March 7, 2024. The Registration Statement allowed for the issuance of up to $50,000,000 in certain securities and the potential issuance of shares of the Company’s Class A common stock. Following a merger with Gen Digital Inc., through a merger agreement where the Company became a wholly-owned subsidiary, MoneyLion Inc. has terminated all existing offers of securities. This filing serves to remove from registration all unsold securities under the said registration statement as a result of the Merger.

Form Type: POS AM

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004978

Filing Summary: On April 15, 2022, MoneyLion Inc. entered into a Merger Agreement with Gen Digital Inc. and Maverick Group Holdings, Inc. that stipulates Merger Sub will be merged with and into MoneyLion, resulting in MoneyLion becoming a wholly owned subsidiary of Gen Digital. Consequently, as of the date of this filing, the Company is deregistering all unsold securities under the Registration Statement initially filed on October 14, 2021, and all subsequent amendments, effective immediately upon this Post-Effective Amendment.

Form Type: S-8 POS

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004979

Filing Summary: This document represents a post-effective amendment to various registration statements filed by MoneyLion Inc. under Form S-8, detailing the registration of several million shares of Class A common stock under its Omnibus Incentive Plan and Employee Stock Purchase Plan. It also notes the completion of a merger between MoneyLion Inc. and Gen Digital Inc., where MoneyLion will continue as a wholly owned subsidiary of Gen Digital. Following this merger, MoneyLion Inc. is terminating the effectiveness of its registration statements and removing from registration all unsold shares, indicating there are no remaining securities associated with the registration statements.

Form Type: S-8 POS

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004980

Filing Summary: On April 17, 2025, MoneyLion Inc. filed a post-effective amendment for its S-8 registration statements. This amendment relates to four registration statements that were previously registered with the SEC, covering shares related to the MoneyLion Inc. Omnibus Incentive Plan and Employee Stock Purchase Plan. This filing indicates that on December 10, 2024, MoneyLion Inc. entered a Merger Agreement with Gen Digital Inc. and its subsidiary Maverick Group Holdings, resulting in the merger of Maverick with MoneyLion, which will continue as a subsidiary of Gen Digital. Following the merger, the offerings of securities pursuant to the previous registration statements have been terminated, and this amendment deregisters any unsold shares from the effectiveness of each registration statement, leaving no remaining securities. The filing serves as a formal record of these changes within the company's registration statements.

Form Type: S-8 POS

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004981

Filing Summary: MoneyLion Inc. filed a Post-Effective Amendment to its previously registered Form S-8 on April 17, 2025, in connection with its ongoing registration statements under the Securities Act of 1933. This filing includes four registration statements with registration numbers 333-261360, 333-266119, 333-270650, and 333-277739, which involved shares of Class A common stock issuable under the Omnibus Incentive Plan and the 2021 Employee Stock Purchase Plan. On December 10, 2024, MoneyLion Inc. entered into a merger agreement, resulting in the merger of the company with Gen Digital Inc. The merger will see MoneyLion continue as a wholly-owned subsidiary of Gen Digital. Following the merger agreement, all securities offerings in relation to these registration statements have been terminated, and the filing terminates the effectiveness of the previously registered shares that remain unsold as of the date of this document. As a result of these amendments, no securities will remain registered under the listed registration statements.

Form Type: S-8 POS

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004982

Filing Summary: On April 17, 2025, MoneyLion Inc. filed a Post-Effective Amendment to its Registration Statements on Form S-8 due to a merger agreement with Gen Digital Inc. The merger involves MoneyLion continuing as a wholly owned subsidiary of Gen Digital. Consequently, all offerings of securities under the previous Registration Statements have been terminated, and the effectiveness of each Registration Statement has been nullified for any unsold shares. The Registration Statements included the registration of 55,170,705 shares under the Omnibus Incentive Plan and additional shares under the Employee Stock Purchase Plan, totaling millions of shares across various filings dating back to 2021.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000095010325004685

Filing Summary: On April 10, 2025, MoneyLion Inc. convened a special meeting of stockholders to vote on the Merger Agreement with Gen Digital Inc. and its subsidiary, Maverick Group Holdings, Inc. The Merger Agreement, dated December 10, 2024, involves the merger of Maverick Group Holdings into MoneyLion, resulting in MoneyLion becoming a wholly-owned subsidiary of Gen Digital. As a consequence of the merger, MoneyLion will cease to be publicly held, its common stock will be delisted from the New York Stock Exchange, and it will deregister under the Securities Exchange Act of 1934. The proposal to adopt the merger agreement was approved by a majority of the stockholders present at the meeting, with a total of 7,557,901 votes in favor and 1,228,186 votes against. The merger is anticipated to close on April 17, 2025.

Form Type: 425

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325004338

Filing Summary: On April 3, 2025, MoneyLion Inc. announced a proposed acquisition by Gen Digital Inc., highlighting a total consideration of up to approximately $110 per share, representing an up to 80% premium over MoneyLion's 60-day volume-weighted average price (VWAP). A special meeting of shareholders is scheduled for April 10, 2025, to vote on the merger. The acquisition includes immediate cash payment of $82.00 per share and a contingent value right (CVR) that could provide additional equity based on Gen's stock performance. The Board believes this deal maximizes value for shareholders and comes amid market volatility affecting the fintech sector. Proxy adviser Glass Lewis recommends shareholders vote in favor of the transaction, asserting it is a favorable outcome compared to MoneyLion remaining independent. The merger process involved negotiations which increased the final offer significantly from Gen's initial proposal.

Form Type: 425

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000095010325004367

Filing Summary: On April 3, 2025, MoneyLion Inc. filed a Current Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. This report pertains to a special meeting scheduled on April 10, 2025, where MoneyLion’s stockholders will vote on the proposed Merger Agreement with Gen Digital, Inc. and its subsidiary Maverick Group Holdings, Inc. The Merger Agreement, dated December 10, 2024, outlines that Maverick will merge with MoneyLion, with the latter becoming a wholly owned subsidiary of Gen Digital. The report also discusses ongoing litigation related to the merger, with two lawsuits claiming the proxy statement is materially incomplete and requesting injunctions to halt the merger's consummation. Despite these claims, MoneyLion asserts that they are without merit and will supplement the proxy statement to alleviate concerns. Additional details about the merger process, including financial advisor opinions and potential risks concerning the merger's completion, are also provided.

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004366

Filing Summary: On April 3, 2025, MoneyLion Inc. reported a significant update regarding its impending merger with Gen Digital, Inc. This document accompanies an earlier filed definitive proxy statement related to a special meeting of MoneyLion's stockholders, scheduled for April 10, 2025. The merger follows a merger agreement dated December 10, 2024, where Gen Digital's wholly owned subsidiary is set to merge with MoneyLion, making it a subsidiary of Gen Digital. As of the filing date, there are two ongoing lawsuits concerning the merger alleging material misrepresentations in the Proxy Statement, both filed in New York courts. The company is facing demands for supplemental disclosures and has chosen to voluntarily expand on details provided in the Proxy Statement to address these allegations. The company asserts that the lawsuits are without merit but aims to mitigate litigation risks. Key points regarding the merger disclosures include extensive background discussions leading to the agreement, financial advisor opinions, and ongoing negotiations about executive employment post-merger. The document specifies the board's evaluation of strategic and financial implications of the merger, the approval process by stockholders, and the potential impact of litigation on the merger proceedings.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000095010325003219

Filing Summary: On March 10, 2025, MoneyLion Inc. announced the scheduling of a special stockholder meeting to vote on a proposed acquisition by Gen Digital Inc. This acquisition follows a definitive agreement announced on December 10, 2024, where Gen Digital intends to acquire all outstanding shares of MoneyLion for $82.00 per share in cash, valuing the transaction at approximately $1 billion. Shareholders will also receive a contingent value right (CVR) at closing, allowing for a contingent payment of $23.00 in Gen stock, dependent on certain conditions being met. The special meeting is set for April 10, 2025, for stockholders of record as of February 11, 2025. Both boards have unanimously approved the acquisition, and the transaction is expected to close following the meeting, subject to shareholder and regulatory approvals. Upon completion, MoneyLion will become a privately held subsidiary of Gen Digital, and its shares will cease trading on the NYSE.

Form Type: DEFM14A

Filing Date: 2025-03-05

Corporate Action: Merger

Type: New

Accession Number: 000114036125007220

Filing Summary: On March 5, 2025, MoneyLion Inc. filed a Definitive Proxy Statement relating to a merger with Gen Digital Inc. The merger agreement, established on December 10, 2024, states that MoneyLion will become a wholly-owned subsidiary of Gen Digital. Upon completion, MoneyLion stockholders will receive $82.00 in cash and one contingent value right (CVR), potentially worth $23.00 in Gen Digital stock, for each share they own. The proxy statement includes details about the special meeting on April 10, 2025, where stockholder votes are crucial for adoption of the merger agreement. MoneyLion's board recommends voting in favor of the agreement as it believes it's fair and beneficial. Furthermore, there are specific voting arrangements with certain stockholders committed to supporting the merger. If approved, shares of MoneyLion will be delisted from the NYSE, and stockholders will lose public trading status. The document urges stockholders to vote promptly and provides information regarding proxies and the importance of participation.

Form Type: 10-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000095017025026108

Filing Summary: On December 10, 2024, MoneyLion Inc. entered into a Merger Agreement with Gen Digital Inc. and Maverick Group Holdings, Inc., with the intent for Merger Sub to merge into the Company. Upon consummation, each share of Class A common stock will be converted into cash of $82.00 and one contingent value right. The board unanimously approved the Merger Agreement, which requires stockholder approval via a definitive Proxy Statement/Prospectus to be sent out. Additionally, on April 24, 2023, MoneyLion executed a 1-for-30 reverse stock split of its Class A common stock to meet NYSE listing requirements.

Form Type: CORRESP

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000095010324018477

Filing Summary: MoneyLion Inc. has provided an update regarding its plans to wind down the MoneyLion Crypto product offering. The company is responding to prior comments from the SEC staff about its Form 10-K for the fiscal year ended December 31, 2023. Previously, the company had communicated its intention to cease operations related to its cryptocurrency services by the end of 2024. However, after agreeing to be acquired by Gen Digital Inc., the company has decided to pause the wind-down of MoneyLion Crypto until the future operational structure is clarified post-acquisition. The company will also address specific SEC comments in future communications.