Item 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
(a) In
connection with the preparation of the unaudited consolidated financial statements as of and for the three and six months ended June 30,
2022 of MoneyLion Inc. (together with its consolidated subsidiaries, as context requires, the “Company”), the Company’s
management, in consultation with its advisors, identified an error in (i) the Company’s previously issued audited consolidated
financial statements as of and for the year ended December 31, 2021 (the “FY 2021 Financial Statements”) included in
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“FY 2021”), originally
filed with the Securities and Exchange Commission (“SEC”) on March 17, 2022 (the “Original FY 2021 10-K”),
and (ii) the Company’s previously issued unaudited consolidated financial statements as of and for the three months ended
March 31, 2022 (the “Q1 2022 Financial Statements” and together with the FY 2021 Financial Statements, the “Original
Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2022 (“Q1 2022” and together with FY 2021, the “Affected Periods”), originally filed with the SEC
on May 16, 2022 (the “Original Q1 2022 10-Q”), arising from the Company’s classification and related accounting
treatment of certain consideration paid and payable in restricted shares of the Company’s Class A common stock, par value $0.0001
per share (“Class A Common Stock”), to the sellers (the “Selling Members”) of Malka Media Group
LLC (“MALKA”) in connection with the Company’s acquisition of MALKA (the “MALKA Acquisition”)
pursuant to a make-whole provision on the Class A Common Stock that the Seller Members received on the closing date of the MALKA Acquisition
(the “Make-Whole Provision”) as equity instead of a liability.
The Company originally classified the Make-Whole Provision as equity and recorded the
fair value as stockholders’ equity on the consolidated balance sheet as of the MALKA Acquisition Closing Date. The Company’s
management, in consultation with its advisors, has now determined that the Make-Whole Provision should not have been classified as equity and should
have been classified as a liability within the scope of Accounting Standards Codification 480, Distinguishing Liabilities from Equity,
as of the closing date of the MALKA Acquisition, with subsequent changes in the fair value of such liability recorded in the consolidated statement
of operations under change in fair value of contingent consideration from mergers and acquisitions.
As a result, the Company’s management
has noted errors related to net loss and basic and diluted loss per share in the consolidated statements of operations for the year ended
December 31, 2021 and three months ended March 31, 2022 and accounts payable and accrued liabilities as of December 31, 2021, other liabilities
as of March 31, 2022 and additional paid-in capital and accumulated deficit as of December 31, 2021 and March 31, 2022 in the consolidated
balance sheets, along with related impacts to the consolidated statements of cash flows for the year ended December 31, 2021 and three
months ended March 31, 2022 and the consolidated statements of redeemable convertible preferred stock, redeemable noncontrolling interests
and stockholders’ equity (deficit) for the year ended December 31, 2021 and three months ended March 31, 2022.
The manner in which the Company accounted for
the Make-Whole Provision had no effect on the Company’s previously reported cash position.
In light of the foregoing, on August 8, 2022,
the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), based on the recommendation of
and after consultation with management and the Company’s advisors, concluded that the Original Financial Statements should no longer be relied upon and should
be restated in order to correct the error described above. As such, the Company intends to restate the Original Financial Statements for
the Affected Periods in an amendment to the Original FY 2021 10-K and an amendment to the Original Q1 2022 10-Q (together, the “Amended
Reports”), to be filed with the SEC. Relatedly, any press releases, earnings releases, investor presentations or other communications
describing the Company’s Original Financial Statements for the Affected Periods should no longer be relied upon.
The Company’s management has concluded
that in light of the errors and restatements described above, the Company’s disclosure controls and procedures were not
effective as of December 31, 2021 and March 31, 2022 and the Company’s previously identified material weakness remained un-remediated as of December 31, 2021
and March 31, 2022. The Company’s remediation plan with respect to such material weakness
will be described in more detail in the Amended Reports.
The Audit Committee and the Company’s management
have discussed the matters disclosed pursuant to this Item 4.02(a) with the Company’s auditors, RSM US LLP.