Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On January
11, 2022, Jeffrey Gary notified Fusion Acquisition Corp. II (the “Company”) of his intention to resign from the Company’s
board of directors (the “Board”) and as the Company’s Chief Financial Officer, effective January 11, 2022. Mr. Gary
did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
On January
12, 2022, the Board of the Company appointed Erik Thoresen as Chief Financial Officer and as a director of the Company, effective January
12, 2022. Mr. Thoresen will serve as a Class III director of the Company with a term expiring at the Company’s third annual meeting
of stockholders following the Company’s initial public offering.
Mr. Thoresen,
49, is the chief business development officer, since July 2021, of Glass House Group, Inc. (“Glass House”) (OTC: GLASF), a
vertically integrated consumer packaged goods cannabis company, where he advised Glass House on its business combination with Mercer Park
Brand Acquisition Corp. Since February 2021, Mr. Thoresen has also been a manager of Reflective Partners Fund I, LLC, a fund dedicated
to investing in SPAC sponsor teams that are focused on FinTech, healthcare, technology, media and telecom sectors. From January 2019 to
March 2021, Mr. Thoresen was the vice president of mergers and acquisitions and real estate of Harvest Health and Recreation, Inc. (CSE:
HARV, OTCQX: HRVSF), a multi-state cannabis company that is now part of Trulieve. Previously, from November 2013 to July 2018, Mr. Thoresen
was the chief operating officer and executive vice president of Jonathan D. Pond, LLC, a wealth management firm, and prior to that held
executive roles at BNY Mellon and E*TRADE. Mr. Thoresen is a Chartered Financial Analyst Charterholder, and previously served on the board
of directors of Sport-Haley, Inc. from 2010 to 2013 where he served as chairman of the audit committee and on the investment committee
at various times. He received his Bachelor of Arts in International Relations from Syracuse University in 1994, and his Master of Business
Administration from the Darden School at the University of Virginia in 2000.
On January
12, 2022, the Company entered into an indemnity agreement (the “Indemnity Agreement”) with Mr. Thoresen, pursuant to which
the Company has agreed to provide contractual indemnification, in addition to the indemnification provided in the Company’s Amended
and Restated Certificate of Incorporation, against liabilities that may arise by reason of his respective service on the Board, and to
advance expenses incurred as a result of any proceeding against him as to which he could be indemnified, in the form previously filed
as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-252265) for its initial public offering, initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2021 (the “Registration Statement”).
On January
12, 2022, the Company entered into a letter agreement with Mr. Thoresen (the “Letter Agreement”) on substantially the same
terms as the form of letter agreement previously entered into by and between the Company and each of its other directors in connection
with the Company’s initial public offering.
The foregoing
descriptions of the Indemnity Agreement and the Letter Agreement do not purport to be complete and are qualified in their entireties by
reference to the form of indemnity agreement and the Letter Agreement, copies of which are attached as Exhibit 10.7 to the Registration
Statement and Exhibits 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 2, 2021, respectively, and
are incorporated herein by reference.
Other
than as disclosed above, there are no arrangements or understandings between Mr. Thoresen and any other persons pursuant to which Mr.
Thoresen was selected as a director and the Chief Financial Officer of the Company. There are no family relationships between Mr. Thoresen
and any of the Company’s other directors or executive officers and Mr. Thoresen does not have any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.