10-Q

美國

證券交易委員會

華盛頓特區20549

表格 10-Q

(標記一個)

☒ 根據1934年證券交易法第13或15(d)條款的季度報告。

截至2024年6月30日季度結束九月三十日， 2024

或

☐ 根據1934年證券交易所法案第13或15(d)條進行的過渡報告

從過渡期

委員會檔案編號： 001-39346

MoneyLion Inc.

（依憑章程所載的完整登記名稱）


特拉華州		85-0849243
(依據所在地或其他管轄區) 的註冊地或組織地點)		（州或其他管轄區的識別號碼)

249 West 17th 街, 4th 樓層紐約, 紐約		10011
(總部辦公地址)		（郵政編碼）

(212) 300-9865

(註冊人電話號碼，包括區號)

根據法案第12(b)條規定註冊的證券：


每種類別的名稱	交易標的（s）	每個註冊交易所的名稱
普通A級股票，每股面值$0.0001	ML	紐約證券交易所
可贖回的認股權證，每整數認股權證可行使換股為1/30股A級普通股	ML WS	紐約證券交易所

請以核對符號表示，申報人（1）是否已在前12個月內（或申報人需要在較短期間內申報這些報告的情況下）根據1934年證券交易法第13條或第15條（d）條款提交所需提交的所有報告，並且（2）已受到過去90天的申報要求的適用。是 ☒ 否 ☐

請在選框內打勾，確認註冊人是否在過去12個月內（或註冊人需要提交此類文件更短的期限內）根據Regulation S-t第405條規定提交了必須提交的所有互動數據文件。是 ☒ 否 ☐

請勾選指示登記者是否為大型快速提交人、快速提交人、非快速提交人、較小的報告公司或新興成長型公司。請參閱交易所法規120億2條，了解「大型快速提交人」、「快速提交人」、「較小的報告公司」和「新興成長型公司」的定義。


大型加速歸檔人	☐	加速歸檔人	☒
非加速歸檔人	☐	小型報告公司	☒
		新興成長型企業	☒

如果一家新興成長型公司，請用勾選標記表示該申報人已選擇不使用根據證交所法案13(a)條款提供的任何新的或修訂過的財務會計準則的延長過渡期。 ☐

在核准的名冊是否屬於殼公司（如股市法規第1202條所定義之意義）方面，請用勾選符號表示。是 ☐ 否 ☒

在2023和2024年6月30日結束的三個和六個月中，有資產減損處理記錄。更新計算公司進行中的研究和開發資產（“IPR&D”）公平價值所使用的關鍵假設可能會改變公司未來短期內回收IPR&D資產的帶值估計。 11,101,233 截至2024年10月31日，登記人的A類普通股股份，每股面值0.0001美元，發行　

moneylion inc.

第10-Q表格季報告

截至2024年9月30日季度結束


		頁面
第一部分 - 財務信息

项目1。	基本報表	1
	未經審計的綜合資產負債表	1
	未經審核的綜合營運表	2
	未經審核的可贖回可轉換優先股及股東權益綜合報表	3
	未經審核的現金流量統計表	5
	附註未經核數的合併財務報表	6
项目2。	管理層對財務狀況和業績的討論與分析	25
项目3。	市場風險的定量和定性披露。	41
項目 4。	內部控制及程序	42

第二部分 - 其他信息

项目1。	法律訴訟	44
项目1A。	風險因素	46
项目2。	股票權益的未註冊銷售和資金用途	46
项目3。	優先證券違約	46
項目 4。	礦業安全披露	46
项目5。	其他信息	46
第6項。	展品	47

簽名		49

導言

一般事項。

根據本表格10-Q季度報告的使用，除非情境另有要求，對“MoneyLion”、“公司”、“我們”、“我們的”及類似提及的引用，指的是moneylion inc.，視情況而定，也包括其合併子公司。“MALKA”指的是Malka Media Group LLC，是moneylion technologies inc.的全資子公司，“Engine”指的是做業務為“Engine by MoneyLion”品牌的ML Enterprise Inc.，是moneylion technologies inc.的全資子公司，此前名為“Even Financial Inc.”，後來於2023年2月更名。

為方便起見，在本第10-Q表格的季度報告中提及的商標和服務標誌皆列出，但無包含TM和SM符號，我們擬要以適用法律規定的最大程度主張和通知他人我們對這些商標和服務標誌的權利。 ®為方便起見，在本第10-Q表格的季度報告中提及的商標和服務標誌皆列出，但無包含TM和SM符號，我們擬要以適用法律規定的最大程度主張和通知他人我們對這些商標和服務標誌的權利。

股票合併倒數

於2023年4月24日，本公司修訂了公司的第四次修訂章程（不時修訂的章程）以生效，即於2023年4月24日美國東部時間下午5:01生效，進行了1比30的股票逆向拆分（“逆向股票拆分”），對名義價值為每股0.0001美元的A類普通股（“A類普通股”）。在逆向股份拆分的生效時間，每30股A類普通股都自動重新分類為一股新的A類普通股，而核可用於發行的A類普通股總數從20億股按相應比例減少至6,666,666股。逆向股票拆分獲得公司股東在2023年4月19日舉行的特別股東大會批准，並於2023年4月21日獲董事會批准。逆向股票拆分的主要目標是提高A類普通股每股價格，以滿足纽约证券交易所的股票續列的最低每股價格要求。A類普通股從2023年4月25日開始以“ML”現有的交易符號在紐約證券交易所進行買賣。

此外，由於逆向股票合併，對於公司尚未實行的股權獎勵計劃所對應的A類普通股份數、公司尚未實行的認股權證所能發行的股份數、及公司股權激勵計劃和某些現有協議所能發行的股份數，以及這些股權獎勵和認股權證的行使、授予和收購價格，在適用的情況下做了比例調整。此外，對於公司之前發行的每股票面價值0.0001美元的A系可轉換優先股（即“A優先股”）轉換為A類普通股的轉換因子也進行了比例調整。公司授權發行的優先股總數仍維持在2億股。由於逆向股票合併而應有權收到碎股的股東，改獲得相等於其否則有權獲得的一份股份的比例乘以逆向股票合併生效日期紐交所A類普通股的收盤價的現金支付。

逆向股票拆分的影響已反映在這份第10-Q表格的所有呈現期間。

有關前瞻性陳述的警語性聲明

本《10-Q表格季度報告》，包括參考內文所載的資訊，涵蓋了MoneyLion的業務和財務計劃、策略和前景等事項的前瞻性陳述。這些陳述基於MoneyLion管理層的信念和假設。雖然MoneyLion認為，這些前瞻性陳述中所反映或暗示的各自計劃、意向和期望合理，但MoneyLion無法保證實現這些計劃、意向或期望。通常，非歷史事實的陳述，包括有關可能或假定的未來行動、業務策略、事件或運營結果的陳述，都屬於前瞻性陳述。這些陳述可能以“相信”、“估計”、“期望”、“預計”、“預測”、“可能”、“將”、“應”、“尋求”、“計劃”、“安排”、“預定”、“預測”或“打算”或類似表示方式為前導、後尾或包括在內。該前瞻性陳述基於由MoneyLion管理層準備的預測。

展望性陳述固有受已知和未知的風險和不確定性影響，其中許多可能超出MoneyLion的控制範圍。展望性陳述並非對未來表現或結果的保證，而實際表現和結果，包括但不限於營運實際結果、財務狀況和流動性，以及MoneyLion運營的市場發展，可能與本季度報告表格10-Q中包含的展望性陳述所述或暗示的情況有實質不同。可能導致實際結果和結果與展望性陳述中反映的結果不同的因素包括，但不限於：

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與全球貨幣業務、運營和財務表現相關的因素，包括市場條件和MoneyLion無法控制的全球經濟因素；

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MoneyLion在MoneyLion平台上賺取、引起和保留客戶和客戶，並向他們賣出或開發額外的功能、產品和服務；

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MoneyLion依賴第三方合作夥伴、服務提供商和供應商，包括能否遵守這些第三方的適用要求；

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對於MoneyLion的產品和服務的需求以及消費者對其信懇智能的信心，包括由於任何有關MoneyLion的負面宣發而導致的影響；

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客戶或其他第三方向MoneyLion提供的任何不準確或欺詐資訊；

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MoneyLion有能力實現戰略目標，避免任何收購、戰略投資、進入新業務、合資企業、剝離和其他交易的困難和風險；

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MoneyLion成功吸引、留住和激勵其高級管理人員和其他關鍵人員；

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MoneyLion有能力更新或替換其現有的融資安排並在未來籌集資金，以遵守與其長期負債相關的限制性條款並管理資本成本變化的影響；

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MoneyLion未來實現或維持盈利的能力；

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MoneyLion及其子公司所在行業中的競爭激烈且日益增加；

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與MoneyLion的信息技術系統和數據存儲正常運作相關的風險，包括由於對MoneyLion或其依賴的第三方遭受的網絡攻擊、數據安全漏洞或其他類似事件或干擾所引起的。

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MoneyLion保護其知識產權和其他專有權利的能力，以及獲得或保持從第三方取得的知識產權、專有權和科技的能力；

iii

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MoneyLion必須遵守其業務領域適用的龐大且不斷變化的法律和法規，以及可能針對MoneyLion提起的任何法律或政府訴訟的結果；

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MoneyLion有能力建立和維持一個有效的財務報告內部控制系統;

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MoneyLion能夠維持其A類普通股票及可公開交易的購買A類普通股票的權證（“公開權證”）在紐交所上市，以及MoneyLion證券在市場價格上的任何波動；和

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本季度報告表格10-Q中第II部分第1A項「風險因素」詳細列出其他因素。

這些及其他因素在我們提交給美國證券交易委員會（“SEC”）的文件中有更詳細的討論，包括我們2023年12月31日結束的年度報告10-k表中的“風險因素”部分，以及本季度報告10-Q表中的第I部分，第2項“管理討論與財務狀況及營運成果分析”部分。

這些前瞻性陳述基於截至本季度報告10-Q表所載資訊以及我們管理層目前的期望、預測和假設，牽涉多項判斷、風險和不確定性。因此，不應單獨依賴前瞻性陳述代表我們在任何後續日期的觀點。我們不承諾更新前瞻性陳述以反映其發表日期後出現的事件或情況，除非根據適用證券法律的要求。

風險因素摘要

我們的業務受到許多風險和不確定性的影響，包括我們在成功實施策略和業務增長方面面臨的挑戰。除其他考慮因素外，以下情況可能抵消我們的競爭優勢或對我們的業務策略產生負面影響，進而導致我們證券股價下跌，造成您的所有或部分投資損失：

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如果我們無法獲取新客戶和客戶，與保持現有客戶和客戶的互動，或向他們在我們平台上賣出額外的功能、產品和服務，我們的業務將受到不利影響。

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如未能有效將來自我們的渠道合作夥伴的消費者潛在客戶與我們的產品合作夥伴的產品優勢配對，或是這些產品合作夥伴在我們的企業平台上減少市場營銷支出，可能對我們的業務、財務狀況、營運結果和現金流產生重大不利影響。

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我們依賴各種第三方合作夥伴、服務提供商和供應商，若我們與這些第三方的關係出現不利變化，可能對我們的業務造成重大和不利影響，包括如未能遵守這些第三方的相關要求。

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有關我們、我們的業務、我們的人員或我們未能以具成本效益的方式維護我們品牌的負面宣發可能對我們的業務產生重大不利影響。

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如果我們不持續創新或對不斷變化的科技或其他變化做出回應，我們產品或服務的需求可能會下降。

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如果客戶或其他第三方提供給我們的信息是不正確或欺詐的話，我們可能會錯誤判斷客戶資格，從而影響我們的業務結果，並可能使我們面臨監管審查或處罰。

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任何收購、戰略投資、進入新業務、合資、出售和其他交易可能無法實現戰略目標，干擾我們正在進行的業務，或導致營運困難、責任和支出，危害其業務並對我們的營運結果造成負面影響。

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我們依賴我們的高級管理團隊和其他關鍵人員，若無法吸引、留住和激勵人員，我們的業務、財務狀況和營運結果可能會受到不利影響。

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如果我們現有的融資安排未能獲得續期或替代，或者我們現有的融資來源不願意或無法按照我們接受的條件或根本不提供資金給我們，這可能對我們的業務、財務狀況、營運成果和現金流量產生重大不利影響。我們可能無法成功地管理資本成本變化對我們業務的影響。

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我們有虧損的歷史，未來可能無法實現或保持盈利能力。

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我們的風險管理流程和程序可能無效。

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我們在競爭激烈的行業中運營，如果我們無法成功競爭，將對我們的業務、財務狀況、營運成果和現金流產生實質和不利影響。

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我們的業務可能會受到經濟環境和其他因素的不利影響，包括我們無法控制的影響金融機構或金融服務行業的不利發展。

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我們或我們依賴的第三方遭受的網絡攻擊、數據安全違例或其他類似事件或干擾可能對我們的業務產生重大不利影響，損害我們的聲譽，使我們面臨公眾審查或責任。

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我們系統或我們依賴的第三方系統出現缺陷、故障或中斷，導致平台不可用，可能損害我們的業務和財務狀況，損害我們的聲譽，導致我們支付重大成本並使我們面臨重大法律責任。

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我們可能無法充分取得、維護、保護或執行我們的知識產權和其他專有權利，或者我們可能無法取得或維持從第三方獲得的知識產權、專有權利和技術許可，這可能會降低我們平台、產品、服務和品牌的價值，損害我們的競爭地位並導致聲譽受損。

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我們過去和現在都受到州和聯邦監管機構的查詢、傳票、檢查、待審查的調查、執法事項和訴訟，其結果尚不確定，可能對我們的業務、財務狀況、營運結果和現金流造成聲譽和財務損害。

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在法律訴訟中不利的結果可能對我們的業務、財務狀況、營運結果和現金流產生影響。

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如果我們無法建立和維持有效的披露控制系統和內部控制以編製基本報表，我們可能無法及時提供準確的基本報表或遵守適用法規。

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我們的業務受到廣泛的規範、檢查和監管，涵蓋註冊和執照要求，須符合聯邦、州和地方法律法規。某些產品和服務的法律和規範體系尚不確定且在不斷發展。

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如果我們未能按照州或當地的許可要求運作，可能會對我們的業務、財務狀況、營運結果和現金流量產生不利影響。

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我們第三方金融機構合作夥伴運作的高度規範環境可能讓我們受到監管，並可能對我們的業務、財務狀況、營運結果和現金流量產生不利影響。

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個人身份信息（“PII”）和其他敏感數據的收集、處理、使用、存儲、共享和傳輸受到嚴格且不斷變化的州和聯邦法律、法規、標準和政策的規管，我們如果未能或被認為未能保護此類數據、遵守隱私和數據保護法律和法規，或者未遵守我們向客戶表明的隱私和數據保護實踐，可能會產生法律責任。

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我們證券的市場價格，包括A類普通股，可能會波動。我們未能滿足紐交所的持續上市要求可能導致我們的證券被下市。

上述風險應與本“有關前瞻性陳述之注意聲明”、“第二部分，第1A條‘風險因素’”中列明的任何其他風險因素，本季度報告第10-Q表格中的“風險因素”部分，至2023年12月31日結束時的年度報告第10-k表格中的“風險因素”部分，我們的合併基本報表和第一部分，第1條“基本報表”中呈現的相關附註一起閱讀。在本季度報告第10-Q表格中以及我們向SEC提交的其他文件中。我們的業務、前景、財務狀況或營運結果都可能受到這些風險以及目前尚不為我們所知曉或我們目前認為不重要的其他風險的損害。

財務報表第一部分

項目1. 基本報表

moneylion inc

合併資產負債表

(金額以千元計算，每股金額除外)

(未經查核)


	九月三十日，			12月31日，
	2024			2023
資產
現金	$	111,944		$	92,195
限制性現金，包括由具有變量利益實體（VIEs）持有的金額$1,217和$128		4,415			2,284
消費者應收賬款		218,642			208,167
消費者應收賬款的信貸損失提存		(33,511	)		(35,329	)
消費應收賬款淨額，包括VIE持有的金額為$160,037 和 $131,283		185,131			172,838
消費者應收賬款待售		4,401			—
企業應收賬款淨額		24,279			15,978
物業及設備，扣除折舊後淨值		1,906			1,864
無形資產，扣除累計攤銷		165,380			176,541
其他資產		33,260			53,559
資產總額	$	530,716		$	515,259
負債及股東權益
負債：
擔保貸款淨額	$	64,497		$	64,334
應付款及應計費用		53,529			52,396
認股權負債		405			810
其他債務淨額，包括VIE持有的金額 $106,588 和 $125,419		106,588			125,419
其他負債		23,225			15,077
總負債		248,244			258,036
合約和可能負債　(附註15)
股東權益：
A類普通股，$0.0001票面價值； 66,666,666　股份已授權截至2024年9月30日和2023年12月31日, 11,162,735以及 11,105,735截至2024年9月30日和發行和流通股份分別為 10,444,627以及 10,412,294截至2023年12月31日發行和流通股份分別為		1			1
資本公積額額外增資		988,446			969,641
累積虧損		(695,299	)		(702,719	)
按成本核算的庫藏股。 56,738以及 32,333 截至2024年9月30日和2023年12月31日的股份分別為		(10,676	)		(9,700	)
股東權益總額		282,472			257,223
負債總額及股東權益合計	$	530,716		$	515,259

附注是這些綜合基本報表的重要部分。

Moneylion Inc.

綜合營運狀況表

(金額以千元計算，每股金額除外)

(未經查核)


	截至9月30日的三個月						截至9月30日的九個月
	2024			2023			2024			2023
營業收入
服務和訂閱收入	$	132,098		$	107,000		$	378,061		$	300,978
貸款應收款項的淨利息收入		3,368			3,258			9,257			9,490
總營收，淨收入		135,466			110,258			387,318			310,468
營業費用
消費應收款項的信用損失準備		26,833			25,121			80,494			67,194
消費者應收賬款出售虧損		3,510			—			3,510			—
薪資和福利		25,820			23,511			75,458			70,491
行銷		10,591			7,029			31,987			19,970
直接成本		38,349			32,813			104,187			94,845
專業服務		10,820			4,968			27,593			14,485
科技相關成本		7,323			5,891			20,421			17,540
其他營業費用		8,217			9,824			22,875			30,038
營業費用總計		131,463			109,157			366,525			314,563
凈利潤（損失）在其他（費用）收入和所得稅前		4,003			1,101			20,793			(4,095	)
利息費用		(6,504	)		(7,088	)		(20,035	)		(21,929	)
公允價值調整權證負債		405			(81	)		405			(68	)
因併購條款考量公允價值之變動		—			—			—			6,613
商譽減損損失		—			—			—			(26,721	)
其他收益		2,613			2,358			7,353			5,264
凈利潤（虧損）扣除所得稅前		517			(3,710	)		8,516			(40,936	)
所得稅支出		3,309			400			1,096			114
淨（虧損）收益		(2,792	)		(4,110	)		7,420			(41,050	)
對優先股之前已計提的股息進行倒退		—			—			—			690
歸屬於普通股東之淨（虧損）收益	$	(2,792	)	$	(4,110	)	$	7,420		$	(40,360	)

基本每股凈（虧損）收入	$	(0.25	)	$	(0.40	)	$	0.69		$	(4.30	)
稀釋每股凈（虧損）收入	$	(0.25	)	$	(0.40	)	$	0.62		$	(4.30	)
用於計算每股凈（虧損）收入的加權平均股份數，基本		11,089,933			10,221,956			10,827,363			9,375,221
用於計算每股凈（虧損）收入的加權平均股份數，稀釋		11,089,933			10,221,956			11,974,447			9,375,221

附注是這些綜合基本報表的重要部分。

moneylion inc

可贖回可轉換優先股綜合損益表及股東權益

(金額以千元計算，股份數以股計算)

(未經查核)


														總計
	A類普通股					額外的		累計			金融部門			股东权益
	股份			金額		實收資本		赤字累計			股票			股權
2024年7月1日的餘額		10,945,658		$	1	$	980,662	$	(692,507	)	$	(9,700	)	$	278,456
股份報酬		—			—		7,282		—			—			7,282
股票期權和認股權的行使，以及受限股票單位（RSUs）和性能股票單位（PSUs）的授予，扣除稅款代扣後的淨額		184,744			—		358		—			—			358
A類普通股的回購		(24,405	)		—		—		—			(976	)		(976	)
其他		—			—		144		—			—			144
淨損失		—			—		—		(2,792	)		—			(2,792	)
2024年9月30日的結餘		11,105,997		$	1	$	988,446	$	(695,299	)	$	(10,676	)	$	282,472


															總計
	A類普通股					額外的			累計			金融部門			股东权益
	股份			金額		實收資本			赤字累計			股票			股權
2024年1月1日的餘額		10,412,294		$	1	$	969,641		$	(702,719	)	$	(9,700	)	$	257,223
股份報酬		—			—		21,310			—			—			21,310
股票期權和認股權的行使，以及受限股票單位（RSUs）和性能股票單位（PSUs）的授予，扣除稅款代扣後的淨額		718,108			—		(2,649	)		—			—			(2,649	)
買回A類普通股		(24,405	)		—		—			—			(976	)		(976	)
其他		—			—		144			—			—			144
凈利潤		—			—		—			7,420			—			7,420
2024年9月30日的結餘		11,105,997		$	1	$	988,446		$	(695,299	)	$	(10,676	)	$	282,472

moneylion inc

可贖回可換股優先股和股東權益綜合表

(金額以千元計算，股份數以股計算)

(未經查核)


	可贖回可轉換																總計
	優先股（A系列）				A類普通股				額外的		累計			金融部門			股东权益
	股份		金額		股份		金額		實收資本		赤字累計			股票			股權
2023年7月1日餘額		—	$	—		10,135,675	$	1	$	957,778	$	(694,414	)	$	(9,700	)	$	253,665
股份報酬		—		—		—		—		5,702		—			—			5,702
行使股票期權和認股權，並釋出RSU和PSU，扣除稅款代扣		—		—		146,227		—		723		—			—			723
淨損失		—		—		—		—		—		(4,110	)		—			(4,110	)
2023年9月30日的餘額		—	$	—		10,281,902	$	1	$	964,203	$	(698,524	)	$	(9,700	)	$	255,980


	可贖回可轉換																				總計
	優先股（A系列）						A類普通股					額外的			累計			金融部門			股东权益
	股份			金額			股份 (1)			金額 (1)		實收資本(1)			赤字累計			股票			股權
2023年1月1日的餘額		25,655,579		$	173,208			8,587,345		$	1	$	766,839		$	(657,979	)	$	(9,700	)	$	99,161
股份報酬		—			—			—			—		16,657			—			—			16,657
股票期權和認股權的行使，以及受限股票單位（RSUs）和性能股票單位（PSUs）的授予，扣除稅款代扣後的淨額		—			—			319,152			—		(59	)		—			—			(59	)
發行普通股以配合收購Malka Media Group LLC相關的盈餘和彌補條款		—			—			110,925			—		1,914			—			—			1,914
發行股本以配合Engine Acquisition及相關條件性考慮，扣除運營資本調整後的淨額		4,400,172			1,560			23,453			—		304			—			—			304
將優先股自願轉換為普通股		(6,698	)		(45	)		230			—		45			—			—			45
對優先股之前已計提的股息進行倒退		—			—			—			—		690			—			—			690
清償優先股積欠的股息		—			—			229,605			—		2,976			—			—			2,976
可轉讓可兌換優先股（A系列）的自動轉換		(30,049,053	)		(174,723	)		1,012,093			—		174,849			—			—			174,849
其他		—			—			(901	)		—		(12	)		505			—			493
淨損失		—			—			—			—		—			(41,050	)		—			(41,050	)
2023年9月30日的餘額		—		$	—			10,281,902		$	1	$	964,203		$	(698,524	)	$	(9,700	)	$	255,980

(1)

先前期間的結果已經經過調整，以反映A類普通股的逆向股票拆分比率為 1換30 自2023年4月24日正式生效。請參閱註釋1“業務描述和報告基礎”以獲取詳細信息。

附注是這些綜合基本報表的重要部分。

moneylion inc

綜合現金流量表

(金額以千為單位)

(未經查核)


	截至9月30日的三個月						截至9月30日的九個月
	2024			2023			2024			2023
經營活動現金流量：
淨（虧損）收益	$	(2,792	)	$	(4,110	)	$	7,420		$	(41,050	)
調整以將(損失)淨收入與經營活動的淨現金調解
应收账款损失准备金		26,833			25,121			80,494			67,194
消費者應收帳款出售損失		3,271			—			3,271			—
折舊和攤銷費用		6,509			6,106			19,052			18,403
推遞性費用和成本變動，淨額		314			380			992			1,778
認股權証變動公允價值之變動		(405	)		81			(405	)		68
合併與收購條件考量公允價值變動		—			—			—			(6,613	)
外幣兌換匯損（匯利）		497			—			444			(178	)
商譽減損損失		—			—			—			26,721
股票報酬費用		7,282			5,702			21,310			16,657
推延所得稅		(131	)		(17	)		340			(510	)
資產及負債的變動：
應計利息應收款		(112	)		(166	)		(188	)		(404	)
企業應收賬款淨額		(1,234	)		2,144			(8,301	)		(278	)
其他資產		15,985			(733	)		17,738			3,627
應付款及應計費用		4,048			2,771			689			(5,878	)
其他負債		277			(1,207	)		(1,077	)		(5,422	)
經營活動產生的淨現金流量		60,342			36,072			141,779			74,115
投資活動之現金流量:
融資應收賬款的淨發行和收回		(11,745	)		(26,448	)		(81,143	)		(79,280	)
持有待售金融應收賬款的來源		(46,681	)		—			(46,681	)		—
消費應收賬款出售所得		39,009			—			39,009			—
購買財產和設備以及軟件開發		(3,388	)		(1,527	)		(7,789	)		(4,202	)
與併購相關的條件考慮清算		—			—			—			(1,116	)
投資活動中使用的淨現金		(22,805	)		(27,975	)		(96,604	)		(84,598	)
來自籌資活動的現金流量:
對特殊目的車信貸機構的淨還款		(23,600	)		—			(19,600	)		(24,000	)
還款給受保證/優先債權人		—			(10,000	)		—			(15,000	)
購回A類普通股		(976	)		—			(976	)		—
償還延期財務成本的付款		(70	)		—			(70	)		(132	)
支付相關於可贖回可轉換優先股(A系列)的自動換股，以取代普通股的碎股和優先股的分紅		—			—			—			(3,007	)
與發行普通股相關的款項（付款），與行使期權和認股權證相關的款項，扣除與股本工資相關的稅款代扣		358			723			(2,649	)		(59	)
其他		—			22			—			(12	)
籌集資金的淨現金流量		(24,288	)		(9,255	)		(23,295	)		(42,210	)
現金及限制性現金淨變動		13,249			(1,158	)		21,880			(52,693	)
現金和受限現金，期初		103,110			102,174			94,479			153,709
$	$	116,359		$	101,016		$	116,359		$	101,016

現金流量資訊的補充披露：
支付利息的現金	$	6,310		$	6,738		$	19,158		$	21,246

補充揭露與非現金投資及融資活動有關之事項：
優先股自願轉換為普通股	$	—		$	—		$	—		$	45
可贖回可轉換優先股（A系列）自動轉換為普通股	$	—		$	—		$	—		$	174,849
對優先股先前已計提的股息進行扭轉	$	—		$	—		$	—		$	690
發行普通股以清算已計提的優先股股息及優先股等價工具	$	—		$	—		$	—		$	3,280
股權發行作為併購的考慮	$	—		$	—		$	—		$	1,864
股權發行作為與Malka收購相關的條件性考慮的結算	$	—		$	—		$	—		$	1,914
股權發行作為與Engine收購相關的條件性考慮的結算	$	—		$	—		$	—		$	1,440
租賃負債換取使用權的操作資產	$	—		$	—		$	8,885		$	—

附注是這些綜合基本報表的重要部分。

moneylion inc

附註未經審核的中期簡明合併基本報表

(金額以千為單位，除股份和每股金額或另有說明外)

(未經查核)

1. 業務描述和簡報基礎

moneylion inc.（“MoneyLion”或“公司”）成立於2013年，總部位於紐約，紐約州。2021年9月22日，moneylion inc.，前身為Fusion Acquisition Corp.，完成了一項業務組合（“業務組合”）與MoneyLion Technologies Inc.（前稱MoneyLion Inc.）的交易。業務組合後，moneylion inc.成為一家上市公司，MoneyLion Technologies Inc.繼續作為moneylion inc.的子公司運營現有業務。 MoneyLion inc.的A類普通股，每股面值$0.0001 上市於紐約證券交易所（“紐交所”），交易代號為“ML”。“MALKA”指的是Malka Media Group LLC，MoneyLion Technologies Inc.的全資子公司，“Engine”指的是ML Enterprise Inc.，營運品牌名稱為“Engine by MoneyLion”的全資子公司，曾被稱為“Even Financial Inc.”，並於2023年2月更名。

moneylion是金融科技領域的領導者，為美國消費者提供下一代個性化產品和財務內容。 MoneyLion設計並提供現代的個人理財產品、工具和功能，並精心挑選與金錢相關的內容，提供給用戶具體的見解和指導。 MoneyLion還運營並發布嵌入式金融市場解決方案，從合作夥伴處向消費者提供個性化的第三方優惠，提供方便的途徑，使消費者能夠獲得廣泛的金融解決方案，讓他們可以借款、花費、儲蓄並實現更好的財務成果。此外，MoneyLion為各行業客戶提供創意媒體和品牌內容服務，透過其媒體部門利用自家的適應性內容製作工作室，生產和提供引人入勝、動態的內容，以支持MoneyLion的產品和服務提供。

報告基礎—本合併基本報表已按照美國一般公認會計原則（“U.S. GAAP”）及證券交易委員會（“SEC”）規則和法規編製。合併財務報表包括moneylion inc及其全資子公司和被合併之變量利益實體（“VIEs”）的賬戶，該公司是VIEs的主要受益方。所有公司間交易和餘額在合併時已予以消除。公司沒有任何其他全面收益（損失）項目；因此，截至2024年和2023年9月30日止三個月和九個月的淨（虧損）收益和綜合（虧損）收益之間沒有差異。

重新分類—針對消費者營收相對於以前的申報實施了分解，以提供更透明度給合併基本報表的用戶。重分類對此前報告的總資產、總負債、總收入、淨收益或淨（虧損）收益沒有影響。對合併資產負債表、合併經營報告、合併現金流量表或合併可贖回可轉換優先股和股東權益賬表均無影響。

股票合併倒數—2023年4月24日，公司修改了公司第四次修訂的公司組織章程（自不時修訂以來稱為“組織章程”），以在2023年4月24日東部時間下午5:01 生效， 1換30 反向股票分拆（即“逆向股票分拆”）的A類普通股。在逆向股票分拆生效時， every 30 發行並流通的或作為庫藏股的A類普通股股份自動重新分類為一股新的A類普通股股份。，並且A類普通股授權發行的總股數將相應地按比例減少，由 2,000,000,000 股 66,666,666 股份。逆向股票分拆於2023年4月19日公司股東特別股東大會批准，並於2023年4月21日董事會批准。逆向股票分拆的主要目標是通過增加A類普通股的每股價格，以滿足在紐交所繼續掛牌所需的最低每股價格要求。A類普通股於2023年4月25日以已調整的基礎在紐交所交易，其現有交易標的為“ML”。

此外，由於進行了逆向股票拆分，對於公司未行使權益獎酬的A類普通股份數、公司未行使認股權的股份數，以及公司股權激勵計劃和特定現有協議下可發行的股份數，都進行了相應的調整，同時，對於這些權益獎酬和認股權的行使、授予和收購價格，也進行了相應的調整。此外，對於公司先前未行使的系列A可轉換優先股，面值為$的每股（“A系列優先股”），轉換為A類普通股的換股因素也進行了相應的調整。公司授權發行的優先股總數仍為。由於逆向股票拆分，應有權接受作為結果而獲得碎股份的股東，改為有權獲得現金支付，支付金額等於股東否則有權獲得的一股份的一部分，乘以股東在逆向股票拆分生效日期的紐交所上A類普通股的收盤價。0.0001 逆向股票拆分的影響已反映在這些合併財務報表和附帶註腳中，包括調整可能已在逆向股票拆分前基礎上進行的任何活動的描述，此外逆向股票拆分的有效期間內。 200,000,000紐交所於逆向股票拆分生效日的A類普通股每股收盤價，對於由於逆向股票拆分應有權獲得碎股份的股東，改為有權按照股東應有的一股份的一部分等比例收到現金支付。

逆向股票拆分的影響已反映在這些合併財務報表和附帶註腳中，包括調整可能已在逆向股票拆分前基礎上進行的任何活動的描述。

2. 重要會計政策摘要

根據公司的意見，附帶的合併基本報表中包含所有調整，包括常規循環調整和用以消除公司間交易和餘額的調整，以確保對財務狀況、營業收入、可贖回的可轉換優先股和股東權益以及現金流量的公正呈現。

公司的會計政策詳見《注釋2：公司的重大會計政策簡要》的《公司基本報表附註》中所載的年終於2023年12月31日的10-K表格中。此處包括對該政策和相關披露的某些更新。

營業收入認列及相關應收款項—以下表格彙總了截至2024年9月30日和2023年同期三個月和九個月的各類型營業收入：


	截至9月30日的三個月				截至9月30日的九個月
	2024		2023		2024		2023
消費營業收入
銀行營業收入	$	78,604	$	58,863	$	233,928	$	169,686
會員訂閱收入		8,016		8,743		26,879		26,120
金融應收款淨利息收入		3,368		3,258		9,257		9,490
其他消費收入		207		235		673		741
所有板塊消費營業收入		90,195		71,099		270,737		206,037
企業服務收入		45,271		39,159		116,581		104,431
總營收，淨收入	$	135,466	$	110,258	$	387,318	$	310,468

金融工具的公平價值 —會計準則編碼（「ASC」）820 公平價值評估（「ASC 820」），提供公平價值的單一定義和衡量公平價值的共同框架，以及財務報表中使用的公平價值評估的披露要求。根據 ASC 820，公平價值是根據公司在出售資產時收到的退出價格，或由公司支付以在市場參與者之間進行有序交易中轉讓負債的退出價格，不包括任何交易成本。公平價值評估是由主要市場或最有利的市場決定。主要市場是資產或負債活動程度和交易量最大的市場。如果沒有用於衡量公平價值的主要市場，公司會在考慮交易成本後，使用最優惠的市場，即公司在考慮交易成本後，將從中獲得最高的資產售價或支付最低價格來支付債務的市場。然而，當使用最有利的市場時，只會考慮交易成本來確定哪個市場最有利，然後在應用公平價值評估時會排除這些成本。ASC 820 建立三層級階層，以優先考慮估值技術中使用的輸入來得出公平價值。下面描述了階層中每個層級的公平價值評估的基礎，層級 1 具有最高優先順序，層級 3 則具有最低。

等級 1 — 相同資產或負債的活動市場上的報價。

第 2 級 — 第 1 級報價以外的可觀察輸入資料，例如活躍市場類似資產和負債的報價、不適用於相同或類似資產和負債的市場的報價，或其他可觀察或可以通過可觀察市場數據證實的資料，以及資產或負債的整個期限內的其他輸入。

等級 3 — 估值基於不可觀察及對資產或負債的整體公平價值評估重要的輸入。輸入資料反映了管理層對於市場參與者將在評估日期對資產或負債的定價時使用的最佳估價。考慮估值技術中固有的風險，以及模型輸入中固有的風險。

該公司有沒有根據公平價值以定期性或非經常性評估的資產截至 2024 年 9 月 30 日或 2023 年 12 月 31 日，持有供出售的消費應收帳款（第 2 級）除外，以公平價值為定期評估，根據截至 2024 年 9 月 30 日沒有類似資產活動的市場價格定價，並在附註 4「銷售消費者應收帳款」中進一步描述。於 2024 年 9 月 30 日及 2023 年 12 月 31 日，私人配售權證（如本文定義）以公平價值定期評估，並進一步描述於附註 13「股票認股權證」。該公司有沒有截至以公平價值以非經常性評估的負債二零二四年九月三十日或二零三年十二月三十日。已經有沒有在階段之間轉移截至二零二四年、二零二三年九月三十日止九個月。

本公司亦擁有不以公平價值計算的金融工具。本公司已評估現金（第 1 級）、限制現金（第 1 級）和消費應收帳款淨值（第 3 級），並認為由於這些餘額的短期性質，其帳面價值近公平價值。根據這些工具的未償還期相對短，以及有抵押貸款的可變利率，以市場利率計算，有抵押貸款的帳面價值約為公平價值。其他債務的帳面價值大致相當於其公平價值，根據這些工具的未償還期間相對短，以及具有相同條款的替代融資來源提供相似利率的替代融資來源。有抵押貸款及其他債務的公平價值以第 2 級公平價值計算。

最近採納的會計準則—該公司採用 ASU 2016-13，金融工具-信用損失（主題326）：金融工具信用損失的計量，與後續相關的ASUs一起，為衡量按攤銷成本計量的金融資產和可供出售債券創造了一個新的信用損失標準。 ASU要求按攤銷成本計量的金融資產（包括貸款、貿易應收款和持有至到期債券）應按預期收回的凈金額呈報，通過預期在資產的剩餘壽命內預期發生的信用損失進行撥備，而不是已發生的損失。 ASU要求將可供出售債券的信用損失作為撥備呈報，而不是直接減值。對於新確認的金融資產（除了某些購買的資產）和信用損失撥備金的後續變動，根據預期收回的金額的變動，對新確認的金融資產的信用損失的測量以及信用損失的撥備金的變動記錄在損益表中。本公司採納了ASU2016-13和有關的後續ASUs，生效 2023年1月1日，並且前瞻性應用了變更，並認可累積效應調整作為採納日期留存盈餘的期初結餘。採納後，公司將消費應收款淨額增加$692，將企業應收款淨額減少$187 ，並將累積赤字減少$505新指引的採納對基本報表沒有影響。無未對公司的未經審計的綜合營運報表或現金流量產生影響。

尚未採納的最近發布的會計準則—公司目前符合2012年創業公司啟動法案的“新興成長型企業”資格。因此，公司有選擇權採納新的或修訂的會計準則，要麼（i）在同一期間內與非新興成長型企業一樣，要麼（ii）在適用於私人公司的同一時間段內採納。除非，如下所示，管理層認定優於利用適用指引中提供的早期採納規定。

2023年11月，FASB發佈ASU No. 2023-07，《分節報告（TOPIC 280）：改進報告的分節披露》。這次更新通過增強顯示重要分節支出的披露來改進報告的分節披露要求。本更新的修改應適用於合併財務報表中呈報的所有先前期間，並在2023年12月31日後開始的財政年度和2024年12月31日後開始的財政年度中的中期期間內生效。允許提前採用。公司目前正在評估本指南對其簡明合併財務報表的潛在影響。分節報告（TOPIC 280）：改進報告的分節披露該指引通過增強對公司年度和季度綜合財務報表中報告節段所需的披露功能，主要是通過對重要節段支出的增強披露。該標準將於2025財政年度公司的年度報告和此後的季度起開始生效，允許提前採納。公司目前正在評估此標準對其披露的影響。

2023年12月，FASb發布ASU No. 2023-09, 所得稅（740主題）：所得稅披露的改進該指引要求披露支付的分解所得稅，規定了有效稅率調解元件的標準類別，並修改了其他與所得稅有關的披露。該標準將對公司自2026財年開始的年度報告以及隨後的中期報告生效，允許提前採納。公司目前正在評估這一標準對其所得稅披露的影響。

3. 消費應收款項

公司的金融應收款項包括經過押記的個人貸款和Instacash預支的本金金額。抵押貸款本金餘額在原始時部分或完全存入託款賬戶，餘下的餘額則交給借款人。託款賬戶中的資金可用於支付抵押個人貸款，或在抵押個人貸款全額付清後釋放給借款人。在此之前，如果借款人在合約上逾期，公司可能收取託款賬戶中的資金。應計利息應收款項表示應收貸款利息，根據每日未償還本金金額而累積，除了目前處於非累積狀態的貸款。

公司的政策是，在帶保證的個人貸款上暫停承認利息收入，當賬戶在合同基礎上逾60天逾期，或者在公司估計下，賬戶的可收回性不確定，而且賬戶在合同上逾期不超過90天時，將該帶保證的個人貸款列入非應計狀態。公司已選擇不計提關於應收的利息損失的備抵。任何應收利息逾期90天合同基礎的，將通過撤銷貸款應收款項的淨利息收入來核銷。應收利息收入的淨核銷額為 $260 和 $396 在截至2024年9月30日和2023年的三個月內為 $769 和 $1,069 在截至2024年9月30日和2023年的九個月內為。

費用應收款代表公司應收款項，涉及Instacash賺得的工資訪問產品的小費和即時轉帳費用。訂閱應收款代表已向客戶開具的訂閱服務款項。

消費者應收款項的信貸質量和未來償還取決於客戶根據協議條款履行的能力。像是失業率和住房價值等因素可能會影響客戶根據貸款或Instacash進款條款履行的能力，盡管在公司的分析中尚未確認到綰結率與這些因素之間的直接相關性。在評估消費者應收款損失負債時，公司會考慮未受償款的組成和逾期狀況，以及根據最近的歷史經驗預測的本金損失率。最近的歷史損失率每季度更新一次。消費者應收款餘額超過90天到期後，除非確定了個別或一組應收款證明了不適當的核銷。一旦逾期90天，對核銷的例外水平不重要。消費者應收款核銷通常在發生後的一年內。下表顯示2024年9月30日和2023年12月31日消費者應收款餘額，以及2024年9月30日和2023年三個月和九個月的消費者應收款活動、核銷率和按產品的老化。

消費應收賬款包括以下內容:


	九月三十日，		12月31日，
	2024		2023
貸款應收款項	$	84,002	$	66,815
Instacash應收款項		114,457		120,336
金融應收款項		198,459		187,151
費用應收款項		15,300		16,137
訂閱應收款項		3,297		3,491
遞延的貸款開辦成本		96		86
應計利息應收款		1,490		1,302
消費應收款項，在減除信用損失準備之前	$	218,642	$	208,167

放款應收款項損失準備的變化如下：


	截至9月30日的三個月						截至9月30日的九個月
	2024			2023			2024			2023
期初餘額	$	4,521		$	6,249		$	5,761		$	5,784
應收款項信用損失預備金		995			3,205			2,395			6,808
貸款應收帳款被核銷		(1,454	)		(3,660	)		(5,176	)		(10,417	)
回收		420			808			1,502			4,427
期末餘額	$	4,482		$	6,602		$	4,482		$	6,602

Instacash應收款項損失準備的變化如下：


	截至9月30日的三個月						截至9月30日的九個月
	2024			2023			2024			2023
期初餘額	$	31,497		$	22,311		$	25,992		$	23,240
應收款項信用損失準備		21,012			17,846			65,349			46,348
Instacash應收款項核銷		(32,912	)		(23,217	)		(82,162	)		(62,815	)
回收		5,583			4,820			16,001			14,987
期末餘額	$	25,180		$	21,760		$	25,180		$	21,760

費用應收帳款損失準備金的變動如下：


	截至9月30日的三個月						截至9月30日的九個月
	2024			2023			2024			2023
期初餘額	$	3,111		$	2,100		$	2,552		$	908
應收款項信用虧損提列		4,444			2,628			9,970			10,671
作廢的應收費用		(5,144	)		(2,957	)		(11,477	)		(11,082	)
回收		733			627			2,099			1,901
期末餘額	$	3,144		$	2,398		$	3,144		$	2,398

訂閱應收帳款損失準備金變動如下：


	截至9月30日的三個月						截至9月30日的九個月
	2024			2023			2024			2023
期初餘額	$	1,394		$	1,095		$	1,024		$	1,292
應收帳款信用損失準備金		382			1,442			2,780			3,367
已核銷訂閱應收帳款		(1,401	)		(1,452	)		(4,478	)		(4,173	)
回收		330			228			1,379			827
期末餘額	$	705		$	1,313		$	705		$	1,313

以下是截至2024年9月30日和2023年12月31日的貸款應收款項還款表現評估。以下為貸款應收款項組合的合約違約情況：


	2024年9月30日					2023年12月31日
	金額		百分比			金額		百分比
目前	$	71,373		85.0	%	$	58,980		88.2	%

違約款：
31至60天		7,637		9.1	%		4,451		6.7	%
61至90天		4,992		5.9	%		3,384		5.1	%
總違約款		12,629		15.0	%		7,835		11.8	%
債款應收款項 - 須提列信貸損失前	$	84,002		100.0	%	$	66,815		100.0	%

合同逾期61至90天的應收貸款已被列為非應計狀態。

以下是截至2024年9月30日和2023年12月31日Instacash應收款項的還款表現評估，並呈現Instacash應收款項組合的合同違約狀況：


	2024年9月30日					2023年12月31日
	金額		百分比			金額		百分比
目前	$	91,313		79.8	%	$	104,541		86.9	%

違約款：
31至60天		12,795		11.2	%		8,829		7.3	%
61至90天		10,349		9.0	%		6,966		5.8	%
總違約款		23,144		20.2	%		15,795		13.1	%
Instacash應收帳款（扣除信用損失備抵前）	$	114,457		100.0	%	$	120,336		100.0	%

以下是對於2024年9月30日及2023年12月31日應收費用還款表現的評估，並呈現了應收費用組合的合約逾期狀況：


	2024年9月30日					2023年12月31日
	金額		百分比			金額		百分比
目前	$	12,392		81.0	%	$	13,971		86.6	%

違約款：
31至60天		1,619		10.6	%		1,197		7.4	%
61至90天		1,289		8.4	%		969		6.0	%
總違約款		2,908		19.0	%		2,166		13.4	%
應收費用（在信用損失折讓前）	$	15,300		100.0	%	$	16,137		100.0	%

以下是截至2024年9月30日和2023年12月31日的訂閱款項應收款項還款表現評估，並展示了訂閱款項應收款項組合的合約逾期情況：


	2024年9月30日					2023年12月31日
	金額		百分比			金額		百分比
目前	$	2,463		74.7	%	$	2,786		79.8	%

違約款：
31至60天		476		14.4	%		407		11.7	%
61至90天		358		10.9	%		298		8.5	%
總違約款		834		25.3	%		705		20.2	%
信託應收款項（未考慮信用損失備抵前）	$	3,297		100.0	%	$	3,491		100.0	%

4. 消費應收賬款的出售

在2024年6月30日（“截止日期”），公司的間接全資附屬公司ML Plus LLC（“賣方”）與買方代理Sound Point Capital Management LP（“Sound Point”），以及SP Main Street Funding I LLC和每位不時作為買方方的額外買方，簽訂了主要應收購買協議（“購買協議”）。購買協議規定，在購買協議期間內，賣方在一定條件前提下，承諾性地購買了公司符合資格的Instacash應收賬款中的大多數金額，一定集中度上限範圍內，最高不得超過總額額度為$175,000，該金額可能最多增加$75,000。賣方根據購買協議的債務將由公司的直接全資附屬公司MoneyLion Technologies Inc.擔保。購買協議將在截止日期的兩周年終止，並可以在賣方與Sound Point互相同意的情況下延長一年。

購買者將購買每個月的符合資格Instacash應收賬款的初始價格是基於最近三個成熟月度組合的還款日期過去360天的平均損失率，並將根據未來月度組合的表現對三個成熟月度組合的預期損失率進行調整，以及固定折扣百分比。

購買協議包含慣例的陳述與保證；在發生某些事件時，賣方根據指定限制條件擁有回購權利和義務；肯定性和否定性契約，包括財務報告和通知要求以及針對賣方對已購買應收賬款設定質押權的限制；以及違約事件（根據指定的結算條文），發生該等事件將使Sound Point有權終止購買協議。

因賣方簽署購買協議，在交割日，MoneyLion Technologies Inc.（以該身份為「服務商」）與Sound Point和購買方簽署了服務協議（「服務協議」），據此購買方指定服務商，除其他事項外，根據約定的服務指南，處理已購Instacash應收帳款，從中收取及匯款，並提供關於其服務職責的某些報告和其他信息。賣方將收取淨收款的一定比例。

賣方將向購買方支付一筆不可退還的費用，按月支付，金額等於 2.00%每年乘以每日平均可用設施限額，最高總額為$1,750。此費用相關支出在綜合損益表中呈現為消費者應收賬款出售損失內。

符合條件的Instacash應收款項的銷售根據公司的判定，將這些應收款項納為出售，包括轉讓資產的法律隔離，轉讓對象未對轉讓資產設定任何限制以提供利益於公司以及轉移控制權。因此，公司不再在合併財務報表中記錄這些應收款項。公司還得出結論，對安排的持續參與並不會使這一判定無效。公司保留了所有已售出的Instacash應收款項的服務權，並收取基於市場的服務費用來提供資產的服務。

在2024年9月30日結束的三個月和九個月內，該公司賣出了Instacash應收款項的 $41,949 根據採購協議出售，截至2024年9月30日，剩餘未使用額度為 $175,000 。

截至2024年9月30日，持有待售的消費者應收款項代表公司發起並打算在採購協議下賣出的Instacash應收款項。持有待售的消費者應收款項以成本或公平價值較低的金額記錄。如果根據公允價值記錄，持有待售的消費者應收款項的成本和公平價值之間的差額將作為消費者應收款項出售虧損的構成要素記錄在合併營運報表上。如果公司不再有出售持有待售的消費者應收款項的意向，此類應收款項將重新歸類為淨消費者應收款項。當消費者應收款項重新分類為持有待投資時，先前為測量消費者應收款項以成本或公平價值較低的金額註冊的任何金額將在合併營運報表上予以撤銷，並按照以持有待投資方式發起的Instacash收入記錄。

隨著代表購買方收取Instacash應收款項，服務收入的認列時間為在2024年9月30日結束的三個月和九個月中 $335 並且呈現在基本報表的服務和訂閱收入中。

截至2024年9月30日，公司負責為所售出且未償還的Instacash應收賬款提供服務。 $19,643 Instacash應收賬款銷售和未償還的部分，責任由2024年9月30日根據購買協議負責。以下是對應對Instacash應收賬款的償還表現的評估。截至2024年9月30日，Instacash應收賬款銷售和未償還的合同遲延情況的詳細說明如下：


	2024年9月30日
	金額		百分比
目前	$	19,632		99.9	%

違約款：
31至60天		11		0.1	%
61至90天		—		0.0	%
總違約款		11		0.1	%
Instacash應收賬款已售出並且未償還	$	19,643		100.0	%

5. 資產及設備

不動產和設備包括以下內容：


	九月三十日，			12月31日，
	2024			2023
租賃改良	$	1,990		$	1,932
傢具和裝置		295			361
電腦和設備		2,967			2,551
		5,252			4,844
減：累積折舊		(3,346	)		(2,980	)
物業及設備，扣除折舊後淨值	$	1,906		$	1,864

有關固定資產及設備的折舊費總額為$221 15.1225 ，分别为2024年和2023年9月30日结束的三个月，以及$612 15.1812 截至2024年和2023年9月30日止九個月的折舊費為$，分別為。

6. 無形資產

無形資產包括以下內容:


		九月三十日，			12月31日，
	有用壽命	2024			2023
專有技術和資本化的內部使用軟件	3 - 7 年	$	50,160		$	43,105
在製品			1,882			1,695
客戶關係	10 - 15 年		160,500			160,500
商標名稱	9 - 15 年		15,960			15,960
減：累計攤銷			(63,122	)		(44,719	)
無形資產，扣除累計攤銷		$	165,380		$	176,541

公司將資本化某些內部使用的軟件開發成本，主要包括分包成本和員工薪酬，這些成本被分配給軟件。與內部開發的軟件相關的成本的資本化始於當初項目階段完成並管理層授權進一步為該項目提供資金的時候，這基於一個決心，即項目有可能完成並用於執行所預期的功能。為預期將導致額外功能的增強方面所產生的成本會以類似方式資本化。與內部使用軟件相關的成本的資本化最遲於當項目基本完成並準備好用於預期用途時終止，此時開始對資本化成本進行攤銷。所有其他成本將隨發生當期而費用化。與內部使用軟件相關的資本化成本為$1,822 15.11,454 截至2024年和2023年9月30日三個月的資產分別為$5,734 15.14,305 在截至2024年和2023年9月30日的九個月期間內。

截至2024年和2023年9月30日三個月的總攤銷費用為$6,288 15.15,881，分別為$。截至2024年和2023年9月30日的九個月期間總攤銷費用為$18,440 15.117,591，分別為。

以下表格概述了2024年9月30日起用的無形資產的預估未來攤銷費用：結束於以下年度：


2024年剩餘部分	$	6,319
2025		25,275
2026		25,275
2027		24,703
2028		22,394
此後		59,532
	$	163,498

7. 其他資產

其他資產包括以下：


	九月三十日，		12月31日，
	2024		2023
支付處理器應收款項	$	12,499	$	37,362
預付款項		4,861		5,987
營運租賃權使用資產		12,670		6,159
其他		3,230		4,051
其他總資產	$	33,260	$	53,559

8. 債務

截至2024年9月30日，公司的債務如下： 2024年9月30日和2023年12月31日期間，公司的債務如下所示：


	九月三十日，			12月31日，
	2024			2023
孟羅借款	$	65,000		$	65,000
未攤銷折扣及債務發行成本		(503	)		(666	)
總擔保貸款淨額	$	64,497		$	64,334

ROAR 1 SPV信貸方案	$	42,900		$	64,500
ROAS 2 SPV信貸方案		64,500			62,500
未攤銷折扣和債券發行成本		(812	)		(1,581	)
其他債務總計，淨額	$	106,588		$	125,419

有關截至2023年12月31日尚未償還的債務工具的更多信息，請參見公司於2023年12月31日止年度的《10-K表格》第II部分，項目8中的註7“債務”部分

Monroe定期貸款-Monroe定期貸款（如下所定義），由 $65.0 百萬。 2023年全額償還的定期貸款（“A-2期貸款”），以及與A-1期貸款一起的定期貸款（統稱為“Monroe Term Loans”)。截至2024年9月30日的A-1期貸款利率為 2024年9月30日定期貸款利率為 12.25%.

其他債務—2021年9月，公司的間接全資子公司ROAR 1 SPV Finance LLC（即“ROAR 1 SPV借款人”）簽訂了一項信貸協議，截至2024年第一季度，金額減少至100,000 ROAR 1 SPV信貸額度80,000 ，該信貸額度允許按協議增加最高借款額高達200,000，以利率計息。 12.5%的利率，並於 2025年3月，除非延長至2026年3月。根據ROAR 1 SPV信貸協議的條款，ROAR 1 SPV借款人須受制於特定契約，包括ROAR 1 SPV借款人需持有的最低資產要求。

9. 租賃

公司租賃了所有辦公室。許多租賃合同包含續租和延長期的選擇權。租賃合同包含續租和延長期的選擇權。租賃條款和選擇權終止選項租賃提供資產和負債負擔表中的使用權資產和租賃負債，包括公司合理確定會行使的續租和延長期選擇權所提供的期間，以及公司合理確定不會行使的終止選項所提供的期間。公司確定的所有長期租賃均歸類為經營租賃。與長期租賃相關的租金支出為$1,315 15.11,092 ，分别为2024年和2023年9月30日结束的三个月，以及$3,702 15.12,673 截至2024年和2023年9月30日的九個月，短期租賃費用和變量租賃費用在截至2024年和2023年9月30日的三個和九個月均不重要。。來自分租的淨租金收入為$174 15.1506 記錄在其他收入截至2023年6月30日在截至2024年9月30日的三個和九個月，不重要，對於截至2023年9月30日的三個和九個月。

公司長期經營租賃負債的到期日，已納入合併資產負債表中的其他負債中


	2024年9月30日
2024年剩餘部分	$	1,346
2025		4,723
2026		3,486
2027		3,334
2028		3,271
此後		2,939
租約支付總額		19,099
減：隱含利息		4,857
租賃負債	$	14,242
加權平均剩餘租期（年）		4.6
加權平均折現利率		13.4	%

10. 所得稅

在計算所得稅賦負備抵金額時，公司根據在中期已知的事實和情況估計年度有效稅率。截至2024年9月30日的九個月止有效稅率為 12.9% 和 -0.3% 截至2024年9月30日的九個月止的有效稅率較2023年9月30日的九個月止明顯提高，主要是由於評價準備金的變動、不可抵扣薪酬的增加以及與股票報酬相關的特定離散項目。

11. COMMON AND PREFERRED STOCK

Class A Common Stock—Each holder of the shares of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote, as provide by the Company’s Certificate of Incorporation (as amended from time to time). The holders of the shares of Class A Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by the holders of Class A Common Stock must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast present in person or represented by proxy, unless otherwise specified by law, the Company’s Certificate of Incorporation or the Company's Amended and Restated Bylaws (as amended from time to time).

Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by MoneyLion’s Board of Directors out of funds legally available therefor.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of MoneyLion’s affairs, the holders of the shares of Class A Common Stock are entitled to share ratably in all assets remaining after payment of MoneyLion’s debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the shares of Class A Common Stock, then outstanding, if any.

The holders of shares of Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the shares of Class A Common Stock. The rights, preferences and privileges of holders of shares of Class A Common Stock will be subject to those of the holders of any shares of the preferred stock MoneyLion may issue in the future.

On August 26, 2024, the Company announced that its Board of Directors approved a share repurchase program with authorization to purchase up to $20,000 of the Company’s outstanding Class A common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase from time to time shares of Class A common stock for cash through any manner, including open market transactions (including pursuant to broker plans in accordance with Rule 10b5-1 and Rule 10b-18), privately negotiated transactions with third parties or accelerated share repurchase amounts, and in such amounts as the Company deems appropriate, subject to legal requirements and other corporate considerations. The volume and timing of any repurchases will be subject to general market conditions, as well as the Company’s management of capital, other investment opportunities and other factors. The Repurchase Program does not obligate the Company to repurchase any specific dollar amount or number of shares, has no fixed expiration date and may be modified, suspended or discontinued at any time at the Company’s discretion. During the nine months ended September 30, 2024, the Company repurchased 24,405 shares of its common stock for $976.

Series A Preferred Stock—Prior to the Automatic Conversion Event (as described below), the Company had shares of Series A Preferred Stock outstanding. Holders of the shares of Series A Preferred Stock (other than certain regulated holders subject to the Bank Holding Company Act of 1956, as amended) were entitled to vote as a single class with the holders of the Class A Common Stock and the holders of any other class or series of capital stock of MoneyLion then entitled to vote.

Holders of the Series A Preferred Stock were entitled to a 30 cent cumulative annual dividend per share, payable at the Company’s election in either cash or Class A Common Stock (or a combination thereof), with any dividends on the Class A Common Stock valued based on the per share volume-weighted average price of the shares of Class A Common Stock on the NYSE for the 20 trading days ending on the trading day immediately prior to the dividend payment date.

Holders of the Series A Preferred Stock were entitled to a liquidation preference in the event of the Company's liquidation equal to the greater of $10.00 per share or the amount per share that such holder would have received had the Series A Preferred Stock been converted into Class A Common Stock immediately prior to the liquidation.

Shares of Series A Preferred Stock were convertible into shares of Class A Common Stock on a one-for-thirty basis, subject to customary anti-dilution adjustments. The Series A Preferred Stock was convertible (i) at any time upon the holder’s election and (ii) automatically in the event that the per share volume-weighted average price of the shares of Class A Common Stock on the NYSE equaled or exceeded $10.00 on any 20 trading days (consecutive or nonconsecutive) within any consecutive 30 trading day period ending no later than the last day of the lockup period applicable to such shares of Series A Preferred Stock.

As of the close of trading on the NYSE on May 26, 2023, the per share volume-weighted average price of the shares of Class A Common Stock on the NYSE equaled or exceeded $10.00 for the twentieth trading day within a consecutive thirty trading day period ending no earlier than the last day of the lockup period applicable to such shares of Series A Preferred Stock (the “Automatic Conversion Event”). Accordingly, as a result of the Automatic Conversion Event, following the close of trading on the NYSE on May 26, 2023, all 30,049,053 shares of Series A Preferred Stock issued and outstanding automatically converted into 1,012,293 shares of newly issued Class A Common Stock based on the conversion rate provided in the Certificate of Designations of the Series A Preferred Stock (the “Certificate of Designations”). In lieu of any fractional shares otherwise issuable to any holder of the Series A Preferred Stock, the Company issued cash in accordance with the terms of the Certificate of Designations.

On June 30, 2023, the Company paid the accrued annual dividend on the previously outstanding shares of Series A Preferred Stock for the dividend payment period ending December 31, 2022 to all holders of record as of the applicable dividend record date (the “2022 Annual Dividend”). The 2022 Annual Dividend was paid in a mixture of Class A Common Stock and cash through the issuance of 229,605 shares of Class A Common Stock and payment of approximately $3.0 million of cash.

12. STOCK-BASED COMPENSATION

Omnibus Incentive Plan

At the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), Company stockholders approved the Company’s Amended and Restated Omnibus Incentive Plan (as may be amended or restated from time to time, the “Incentive Plan”), as further described in the Company’s Definitive Proxy Statement for the 2022 Annual Meeting, filed with the SEC on April 29, 2022.

Stock-based compensation of $7,282 and $5,702 was recognized during the three months ended September 30, 2024 and 2023, respectively, and stock-based compensation of $21,310 and $16,657 was recognized during the nine months ended September 30, 2024 and 2023, respectively.

The number of units awarded under the Incentive Plan are generally based on a weighted average of the Class A Common Stock in the days leading up to the grant. Fair values for restricted stock units (“RSUs”) and performance stock units (“PSUs”) based on the Company’s operating performance are valued based on the price of the Class A Common Stock at the time of grant. Fair values for options are calculated using a Black-Scholes option pricing model and PSUs with market conditions are fair valued using a Monte Carlo simulation model. The following table represents activity within the Incentive Plan for the nine months ended September 30, 2024:

        Type

        Vesting Conditions

        Units Granted

        Weighted Average Grant Date Fair Value

        Weighted Average Strike Price

Restricted Stock Unit

Service-based

425,120

54.54

n/a

Performance Stock Unit

Service and performance-based

95,090

54.06

n/a

The following table represents outstanding equity awards as of September 30, 2024:


Type	Vesting Conditions	Units Outstanding		Weighted Average Grant Date Fair Value		Weighted Average Strike Price
Restricted Stock Unit	Service-based		843,631	$	40.82	n/a
Performance Stock Unit	Service and performance-based		199,394	$	36.68	n/a
Performance Stock Unit	Service and market-based		223,894	$	14.08	n/a
Options	Service-based		511,014	$	21.00	$	32.48

13. STOCK WARRANTS

Public Warrants and Private Placement Warrants

As a result of the Business Combination, MoneyLion acquired from Fusion Acquisition Corp., as of September 22, 2021, public warrants outstanding to purchase an aggregate of 583,333 shares of the Class A Common Stock (the “Public Warrants”) and private placement warrants outstanding to purchase an aggregate of 270,000 shares of the Class A Common Stock (the “Private Placement Warrants”) that expire on September 22, 2026.

The Public Warrants meet the conditions for equity classification in accordance with ASC 815-40. The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the consolidated balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants liability in the consolidated statement of operations.

The Private Placement Warrants are valued based on the per warrant price of the Public Warrants, subject to adjustments to account for differences in contractual terms between the Private Placement Warrants and the Public Warrants. The per warrant price of the Public Warrants as of September 30, 2024 was $0.05.

The following table presents the changes in the liability related to the Private Placement Warrants:


	Private Placement
	Warrants
Warrants payable balance, December 31, 2023	$	810
Mark-to-market adjustment		(405	)
Warrants payable balance, September 30, 2024	$	405

For more information regarding the Public Warrants and Private Placement Warrants, see Note 12, “Stock Warrants” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

14. NET (LOSS) INCOME PER SHARE

The following table sets forth the computation of net (loss) income per share of Class A Common Stock for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024		2023
Numerator:
Net (loss) income	$	(2,792	)	$	(4,110	)	$	7,420	$	(41,050	)
Reversal of previously accrued dividends on preferred stock		—			—			—		690
Net (loss) income attributable to common shareholders	$	(2,792	)	$	(4,110	)	$	7,420	$	(40,360	)

Denominator:
Weighted-average common shares outstanding - basic		11,089,933			10,221,956			10,827,363		9,375,221
Plus: dilutive effect of common stock equivalents		—			—			1,147,084		—
Weighted-average common shares outstanding - diluted		11,089,933			10,221,956			11,974,447		9,375,221
Net (loss) income per share attributable to common stockholders - basic	$	(0.25	)	$	(0.40	)	$	0.69	$	(4.30	)
Net (loss) income per share attributable to common stockholders - diluted	$	(0.25	)	$	(0.40	)	$	0.62	$	(4.30	)

For the nine months ended September 30, 2024, 233,420 options to purchase Class A Common Stock and other rights to acquire Class A Common Stock were outstanding and anti-dilutive and, therefore, are excluded from the computation of diluted net income per share attributable to common stockholders. In addition, 85,090 PSUs are excluded from the computation of diluted net income per share attributable to common stockholders as the contingency has not yet been satisfied for the nine months ended September 30, 2024. All Public Warrants and Private Placement Warrants to purchase Class A Common Stock and rights to receive Earnout Shares (as defined below) are excluded from the computation of diluted net income per share attributable to common stockholders as the relevant purchase price and milestones, respectively, were above the average price of the Class A Common Stock during the nine months ended September 30, 2024.

For the three months ended September 30, 2024 and the three and nine months ended September 30, 2023, the Company’s potentially dilutive securities, which include stock options, RSUs, PSUs, preferred stock, the rights to receive Earnout Shares (as defined below) and warrants to purchase shares of common stock, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same for the three months ended September 30, 2024 and the three and nine months ended September 30, 2023.

The following potential shares of Class A Common Stock have been excluded from the computation of diluted net (loss) income per share for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Warrants to purchase common stock		853,330		853,330		853,330		853,330
PSUs, RSUs and options to purchase common stock		1,777,933		2,319,858		318,510		2,319,858
Right to receive Earnout Shares		583,333		583,333		583,333		583,333
Total common stock equivalents		3,214,596		3,756,521		1,755,173		3,756,521

In connection with the Business Combination, rights to receive Class A Common Stock (the “Earnout Shares”) were issued, with the right to receive Class A Common Stock contingent upon the Class A Common Stock reaching certain price milestones. 250,000 and 333,333 shares of Class A Common Stock will be issued if the Class A Common Stock share price equals or is greater than $375 and $495, respectively, for twenty out of any thirty consecutive trading days. The right to receive the Earnout Shares will expire on September 22, 2026.

15. COMMITMENTS AND CONTINGENCIES

Legal Matters—From time to time, the Company is subject to various claims and legal proceedings in the ordinary course of business, including lawsuits, arbitrations, class actions and other litigation. The Company is also the subject of various actions, inquiries, investigations and proceedings by regulatory and other governmental agencies. The outcome of any such legal and regulatory matters, including those discussed in this Note 15, is inherently uncertain, and some of these matters may result in adverse judgments or awards, including penalties, injunctions or other relief, which could materially and adversely impact the Company's business, financial condition, operating results and cash flows. See Part I, Item 1A “Risk Factors — Risks Relating to Legal and Accounting Matters — Unfavorable outcomes in legal proceedings may harm our business, financial condition, results of operations and cash flows” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

The Company has determined, based on its current knowledge, that the aggregate amount or range of losses that are estimable with respect to its legal proceedings, including the matters described below, would not have a material adverse effect on its business, financial position, results of operations or cash flows. As of September 30, 2024, amounts accrued were not material. Notwithstanding the foregoing, the ultimate outcome of legal proceedings involves judgments, estimates and inherent uncertainties, and cannot be predicted with certainty. It is possible that an adverse outcome of any matter could be material to the Company's business, financial position, results of operations or cash flows as a whole for any particular reporting period of occurrence. In addition, it is possible that a matter may prompt litigation or additional investigations or proceedings by other government agencies or private litigants.

The Company holds a number of state licenses in connection with its business activities, and must also comply with other applicable compliance and regulatory requirements in the states where it operates. In most states where the Company operates, one or more regulatory agencies have authority with respect to regulation and enforcement of the Company's business activities under applicable state laws, and the Company may also be subject to the supervisory and examination authority of such state regulatory agencies. Examinations by state regulators have and may continue to result in findings or recommendations that require the Company, among other potential consequences, to provide refunds to customers or to modify its internal controls and/or business practices.

In the ordinary course of its business, the Company is and has been from time to time subject to, and may in the future be subject to, governmental and regulatory examinations, information requests, investigations and proceedings (both formal and informal) in connection with various aspects of its activities by state agencies, certain of which could result in adverse judgments, settlements, fines, penalties, restitution, disgorgement, injunctions or other relief. The Company has responded to and cooperated with the relevant state agencies and will continue to do so in the future, as appropriate.

On September 29, 2022, the Consumer Financial Protection Bureau (the “CFPB”) initiated a civil action in the United States District Court for the Southern District of New York (“SDNY”) against MoneyLion Technologies Inc., ML Plus LLC and the Company's 38 state lending subsidiaries, alleging violations of the Military Lending Act and the Consumer Financial Protection Act. The CFPB is seeking injunctive relief, redress for allegedly affected consumers and civil monetary penalties. On January 10, 2023, the Company moved to dismiss the lawsuit, asserting various constitutional and merits-based arguments. On June 13, 2023, the CFPB filed its first amended complaint, alleging substantially similar claims as those asserted in its initial complaint. On July 11, 2023, the Company moved to dismiss the lawsuit, again asserting various constitutional and merit-based arguments. On October 9, 2023, the Company moved for a stay of the action pending a decision from the United States Supreme Court in CFPB v. Community Financial Services Association of America, Ltd., No. 22-448 (U.S. argued Oct. 3, 2023) (“CFSA”). On December 1, 2023, the Court issued an order granting the Company’s motion and staying the action pending the United State Supreme Court’s decision in CFSA. On May 16, 2024, the Supreme Court decided CFSA. Accordingly, the Company’s motion to dismiss is now pending with the SDNY. The Company continues to maintain that the CFPB’s claims are meritless and is vigorously defending against the lawsuit. Nevertheless, at this time, the Company cannot predict or determine the timing or final outcome of this matter or the effect that any adverse determinations in the lawsuit may have on its business, financial condition, results of operations or cash flows.

On July 21, 2023, Jeffrey Frommer, Lyusen Krubich, Daniel Fried and Pat Capra, the former equity owners of MALKA (collectively, the “Seller Members”), brought a civil action in the SDNY against MoneyLion Technologies Inc. alleging, among other things, breaches of the Membership Interest Purchase Agreement (the “MIPA”) governing the acquisition of MALKA (the “MALKA Acquisition”). Among other claims, the Seller Members allege that they are entitled to payment of $25.0 million of Class A Common Stock pursuant to the earnout provisions set forth in the MIPA, based on the Seller Members’ assertion that MALKA achieved certain financial targets for the year ended December 31, 2022 (such payment, the “2022 Earnout Payment”). The Company believes that the Seller Members are not entitled to any portion of the 2022 Earnout Payment under the terms of the MIPA and filed counterclaims against the Seller Members, alleging, among other things, fraud, negligent misrepresentation, conversion, breach of fiduciary duties and breach of contract and seeking compensatory damages and other remedies as a result of wrongdoing by the Seller Members. On October 17, 2023, the SDNY denied, in full, the Seller Members’ motion for a preliminary injunction to remove the restrictive legends on certain shares of Class A Common Stock previously issued to the Seller Members. Separately, on November 3, 2023, the Seller Members moved to dismiss the Company’s amended counterclaims and third-party complaint. On May 14, 2024, the SDNY denied the Seller Members’ motion to dismiss with respect to the Company’s counterclaims alleging fraud, negligent misrepresentation, breach of fiduciary duty and certain conversion and breach of contract claims. The SDNY dismissed certain of the Company’s counterclaims relating to declaratory judgment, unjust enrichment and conversion as duplicative of the fraud and misrepresentation counterclaims, as well as certain other breach of contract counterclaims. The Company continues to vigorously pursue its remaining counterclaims and defend against the Seller Members’ claims, which the Company believes are meritless. However, at this time, the Company cannot predict or determine the timing or final outcome of this matter or the effect that any adverse determinations in the lawsuit may have on its business, financial condition, results of operations or cash flows.

As previously reported, on July 27, 2023, MassMutual Ventures US II LLC, Canaan X L.P., Canaan XI L.P., F-Prime Capital Partners Tech Fund LP and GreatPoint Ventures Innovation Fund II, L.P., each of which are former holders of the Company’s Series A Preferred Stock (collectively, the “Former Preferred Stockholders”), brought a civil action in the SDNY against MoneyLion Inc., the Company’s Board of Directors and certain officers asserting claims under Section 14(a) relating to the Definitive Proxy Statement we filed with the SEC on March 31, 2023 in connection with the Special Meeting of Stockholders relating to the 1-for-30 Reverse Stock Split of the Class A Common Stock effected on April 24, 2023 and related state law claims. On May 15, 2024, the SDNY granted the Company’s motion to dismiss the Former Preferred Stockholders’ complaint in its entirety. On June 14, 2024, Canaan X L.P., Canaan XI L.P. and GreatPoint Ventures Innovation Fund II, L.P. filed a notice of appeal with the United States Court of Appeals for the Second Circuit. On August 13, 2024, the parties filed a joint stipulation of voluntary dismissal, which resulted in the matter being withdrawn with prejudice. The Company believes the lawsuit is now fully resolved.

16. MERGERS AND ACQUISITIONS

Engine—On February 17, 2022, the Company completed the acquisition of all voting interest in Even Financial Inc., which was subsequently renamed to Engine. Engine powers the leading embedded finance marketplace solutions MoneyLion offers to its Enterprise Partners through which consumers are connected and matched with real-time, personalized financial product and service recommendations.

At the closing of the Engine Acquisition, the equityholders and advisors of Even Financial Inc. were entitled to receive a payment from the Company of up to an aggregate of 8,000,000 shares of Series A Preferred Stock, based on the attributed revenue of Engine’s business during the 13-month period commencing January 1, 2022 (the “Earnout”), and certain recipients of options to acquire shares of the Company’s Class A common stock were entitled to receive dividend equivalents in lieu of receiving Series A Preferred Stock, subject to certain conditions (the “Preferred Stock Equivalents”).

The $6,433 decline in fair value of the Earnout and the Preferred Stock Equivalents for the nine months ended September 30, 2023 was included on the consolidated statement of operations as a component of the change in fair value of contingent consideration from mergers and acquisitions.

In May 2023, the Earnout was settled through the issuance of 4,354,092 shares of Series A Preferred Stock, with cash paid in lieu of any fractional shares of Series A Preferred Stock. Cash payments relating to the settlement of the Earnout were $459. In June 2023, the Preferred Stock Equivalents were settled through the issuance of 23,453 shares of Class A Common Stock, with cash paid in lieu of any fractional shares of Class A Common Stock. Cash payments relating to the settlement of the Preferred Stock Equivalents were $307. Upon the Automatic Conversion Event, the MoneyLion Inc. Preferred Share Dividend Replacement Program governing the Preferred Stock Equivalents immediately and automatically terminated in accordance with its terms, following which all Preferred Stock Equivalents were forfeited.

MALKA—On November 15, 2021, MoneyLion completed the MALKA Acquisition. MALKA is a creator network and content platform that provides digital media and content production services to us and to its own clients in entertainment, sports, gaming, live streaming and other sectors.

The unsettled restricted shares payable relating to the MALKA Acquisition earnout and the related make-whole were settled during the first quarter of 2023. The $180 decline in fair value for the nine months ended September 30, 2023 was included on the consolidated statement of operations as a component of the change in fair value of contingent consideration from mergers and acquisitions.

17. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 7, 2024, the date on which these consolidated financial statements were available to be issued, and concluded that the following subsequent events were required to be disclosed:

In October 2024, the Company paid down the outstanding balance of the ROAR 1 SPV Credit Facility and terminated the facility.

In November 2024, the Company entered into the Third Amendment to Credit Agreement related to the ROAR 2 SPV Credit Facility (the “Third Amendment”). The Third Amendment extended the maturity date of the ROAR 2 SPV Credit Facility by an additional six months to June 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of MoneyLion and is intended to help the reader understand MoneyLion, our operations and our present business environment. This discussion should be read in conjunction with MoneyLion’s unaudited consolidated financial statements and notes to those financial statements included in Part I, Item 1 “Financial Statements” within this Quarterly Report on Form 10-Q. References to “we,” “us,” “our,” “Company” or “MoneyLion” refer to MoneyLion Inc. and, as context requires, its wholly-owned subsidiaries.

Overview

MoneyLion is a leader in financial technology, powering the next generation of personalized products and financial content for American consumers. MoneyLion was founded in 2013 with a vision to rewire the financial system. Our mission is to give everyone the power to make their best financial decisions. We believe that the financial wellness gap in America can be addressed by bridging the financial literacy and the financial access gaps, shortening the distance between education and action.

We design and offer modern personal finance products, tools and features and curate money-related content that delivers actionable insights and guidance to our users. We also operate and distribute embedded finance marketplace solutions that match consumers with personalized third-party offers from our partners, providing convenient access to an expansive breadth of financial solutions that enable consumers to borrow, spend, save and achieve better financial outcomes. Our leading marketplace solutions provide valuable distribution, acquisition, growth and monetization channels for our partners. In addition, we provide creative media and brand content services to clients across industries through our media division and leverage our adaptive, in-house content studio to produce and deliver engaging and dynamic content in support of our product and service offerings.

We have purposefully built our platform to help consumers navigate all of their financial inflection points, combining our deep first-party product expertise, engaging content, marketplaces, innovative technology, data and AI capabilities to create the ultimate marketplace solution. As of September 30, 2024, we had 18.7 million Total Customers who used 30.7 million Total Products and over 1,200 Enterprise Partners in our network. We strategically employ comprehensive, data-driven analytics and cutting-edge technology to enhance our platform, creating personalized experiences for our users based on our rich datasets. Utilizing innovative approaches to financial guidance that engage and educate our users within a peer community, we seek to empower consumers to take control of their financial lives.

In our Consumer business, we primarily earn revenue as follows:

•

RoarMoney Banking: We earn revenue from interchange fees from payment networks based on customer expenditures on the debit card, as well as transaction volume-based incentive payments from the payment network. We also earn revenue from cardholder fees charged to our customers, such as an out-of-network ATM fee, a foreign transaction fee and instant transfer fees. Interchange fees, payment network payments and cardholder fees are reflected in banking revenue. As of November 1, 2024, we no longer charge a $1 monthly administrative fee on each RoarMoney account.

•

Instacash: We earn revenue from optional tips and instant transfer fees, both reflected in banking revenue.

•

Membership Programs: We earn revenue from the monthly subscription fee paid by our customers, which is reflected in membership subscription revenue. Membership programs also provide customers access to Credit Builder Loans from which we earn revenue from interest income, which is reflected in net interest income on finance receivables.

•

MoneyLion Investing: We earn revenue from the monthly administration fee paid by our customers, which is reflected in other consumer revenue.

•

MoneyLion Crypto: We earn revenue from Zero Hash, which is reflected in other consumer revenue. Zero Hash pays us a share of the fees that they earn from our customers in exchange for us enabling Zero Hash to affect digital currency-related transactions for our customers. Strategically, we intend to wind down MoneyLion Crypto by the end of 2024 and expect to replace the offering with access to third-party cryptocurrency providers through our Consumer Marketplace.

In our Enterprise business, we primarily earn revenue, reflected in enterprise service revenue, as follows:

•

Consumer Marketplace: We earn revenue from fees from our Product Partners based on a range of criteria depending on each Product Partner relationship, including, but not limited to, customers’ clicks, impressions, completed transactions or a share of revenue generated for the Product Partner.

•

Enterprise Marketplace: We earn revenue from fees from our Enterprise Partners based on a range of criteria depending on each Enterprise Partner relationship, including, but not limited to, customers’ clicks, completed transactions or a share of revenue generated for the Product Partner. We also earn various SaaS and platform fees from our Enterprise Partners.

•

Media Services: We earn revenue from our clients based on performance obligations within our contracts with them.

•

Finance Receivable Servicing: We service Instacash receivables purchased from us in accordance with agreed upon servicing guidelines, collect and remit collections therefrom and provide certain reporting and other information relating to our servicing duties. We receive a fixed percentage of net collections.

Recent Developments

In October 2024, we paid down the outstanding balance of the ROAR 1 SPV Credit Facility and terminated the facility.

In November 2024, we entered into the Third Amendment to Credit Agreement related to the ROAR 2 SPV Credit Facility (the “Third Amendment”). The Third Amendment extended the maturity date of the ROAR 2 SPV Credit Facility by an additional six months to June 2026.

Factors Affecting Our Performance

We are subject to a number of risks including, but not limited to, the need for successful development of products, services and functionality; the need for additional capital (or financing) to fund operating losses; competition with substitute products and services from larger companies; protection of proprietary technology and information; dependence on key individuals; and risks associated with changes in information technology. For additional information, see the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2023.

New Customer and Client Growth and Increasing Usage Across Existing Customers and Clients

Our ability to effectively acquire new customers and clients through our acquisition and marketing efforts and drive usage of our products and services across our existing customers and clients is key to our growth, particularly as a significant portion of the revenue we generate in our business is derived from transaction-based fees. We believe our customers’ experience is enhanced by using our full suite of first-party financial products and services, complemented by the full spectrum of offers available in our marketplace, as we can better tailor the insights and recommendations we provide to them. In order to grow our business, we must engage and retain customers and continue to expand their use of our platform by cross-selling additional functionality, products and services to them. In our Enterprise business, we are dependent in part on our relationships with our Enterprise Partners, and any failure to effectively match consumers leads from our Channel Partners with product and service offerings from our Product Partners, or any reduced marketing spend by such Product Partners on our Enterprise platform, could adversely affect our business and results of operations.

Expansion and Innovation of Products, Services and Functionality

We will continue to invest in expanding and enhancing the products, services and functionality available through our platform for our customers and clients. Our ability to expand, enhance and sell additional functionality, products and services to our existing customers and clients may require more sophisticated and costly development, sales or engagement efforts. Any factors that impair our ability to do so may negatively impact our efforts towards retaining and attracting customers and clients.

General Economic and Market Conditions

Our performance is impacted by the relative strength of the overall economy, market volatility, consumer spending behavior and consumer demand for financial products and services. For example, with respect to our Consumer business, the willingness of our customers to spend, invest or borrow may fluctuate with their level of disposable income. Other factors such as interest rate fluctuations or monetary policies may also impact our customers’ behavior and our own ability to fund Instacash advances and loan volume. In addition, in our Enterprise business, adverse macroeconomic conditions, such as significant tightening of credit markets, may cause our Product Partners to reduce their marketing spend or advertising on our platform or may cause a reduction in client spending in our Media Services division, which could adversely affect our business and results of operations.

Seasonality

We may experience seasonal fluctuations in our revenue. During the fourth quarter, revenue in our Consumer business may benefit from increased consumer spending during the holiday season, which may increase demand for our advance product as consumers seek additional liquidity. During the first quarter, we may see stronger collections on Instacash receivables resulting in a relatively lower provision for credit losses on consumer receivables as a result of the impact of tax refunds, as well as stronger demand for our banking and investment products and services. Seasonal trends may be superseded by market or macroeconomic events, which can have a significant impact on our business, as described above.

Competition

We compete across our business lines with a variety of competitors, including traditional banks and credit unions; new entrants obtaining banking licenses; non-bank digital providers offering banking-related services; specialty finance and other non-bank digital providers offering consumer lending-related or earned wage access products; digital wealth management platforms such as robo-advisors offering consumer investment services and other brokerage-related services; and digital financial platform, embedded finance and marketplace competitors, which aggregate and connect consumers to financial product and service offerings. In addition to competing for customers for our product and service offerings, we also compete to attract viewership of the content to which we connect customers, as there are other sources of financial-related content and news, many of which are more established and have a larger subscriber base. Furthermore, we compete with other advertising agencies and other service providers to attract marketing budget spending from our Enterprise clients. With respect to our Media Services division, we compete with others in the digital media and content creation industry, which range from large and established media companies, including social media companies, advertising agencies and production studios, to emerging start-ups. We expect our competition to continue to increase. The success of our business depends on our ability to compete effectively and attract new and retain existing customers and clients, which depends upon many factors both within and beyond our control.

Pricing of Our Products and Services

We derive a substantial portion of our revenue from fees earned from our products and services. The fees we earn are subject to a variety of external factors such as competition, interchange rates and other macroeconomic factors, such as interest rates and inflation, among others. We may provide discounts or other incentives and rewards that we pay to customers who utilize multiple products and services to expand usage of our platform. We may also lower pricing on our products and services to acquire new customers. As the market for our platform matures, or as new or existing competitors introduce new products, services or functionality that compete with ours, we may experience pricing pressure and be unable to retain current customers and clients and attract new customers and clients at prices that are consistent with our pricing model and operating budget. Our pricing strategy may prove to be unappealing to our customers and clients, and our competitors could choose to bundle certain products and services competitive with ours. If this were to occur, it is possible that we would have to change our pricing strategies or reduce our prices, which could adversely affect our business.

Product and Service Mix

We offer various products and services on our platform, including our core suite of first-party financial products and services, a broad range of financial and non-financial offers in our Consumer Marketplace, Enterprise Marketplace and Media Services in our Enterprise business. Each product and service has a different profitability profile. The relative usage of products and services with high or low profitability and their lifetime value could have an impact on our performance.

Access and Cost of Financing; Forward Flow Arrangement

Our credit products and Instacash product are financed by special purpose vehicle financings from third-party institutional lenders and, with respect to Instacash, a forward flow financing arrangement pursuant to which we sell a portion of our eligible Instacash receivables to third-party purchasers (the “Purchase Agreement”) and receive a stable stream of servicing fee income, as described further under Part I, Item 1 “Financial Statements – Sale of Consumer Receivables.” The loss of one or more of the financing sources we have for our credit products and Instacash product could have an adverse impact on our performance, and it could be costly to obtain new financing. In addition, the initial price at which we sell Instacash receivables under the Purchase Agreement is based on the average loss rate at 360 days past the repayment date of the three most recent matured monthly cohorts and is subject to adjustment for future monthly cohorts based on the performance of monthly cohorts at specified intervals past the repayment date compared to the expected loss rates of the reference matured monthly cohorts established at sale and a discount percentage. As a result, the loss on sale of the Instacash receivables sold under the Purchase Agreement is variable depending on the performance of the previously sold Instacash receivables.

Key Performance Metrics

We regularly review several metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.

Total Customers

We define Total Customers as the cumulative number of customers that have opened at least one account, including banking, membership subscription, secured personal loan, Instacash advance, managed investment account, cryptocurrency account and customers that are monetized through our marketplace and affiliate products. Total Customers also include customers that have submitted for, received or clicked on at least one marketplace credit offer. We consider Total Customers to be a key performance metric as it can be used to understand lifecycle efforts of our customers, as we look to cross-sell products to our customer base and grow our platform. Total Customers were 18.7 million and 12.1 million as of September 30, 2024 and 2023, respectively.

Total Products

We define Total Products as the total number of products that our Total Customers have opened, including banking, membership subscription, secured personal loan, Instacash advance, managed investment account, cryptocurrency account and monetized marketplace and affiliate products, as well as customers who signed up for our financial tracking services (with either credit tracking enabled or external linked accounts), whether or not the customer is still registered for the product. Total Products also include marketplace credit offers that our Total Customers have submitted for, received or clicked on through our marketplace. If a customer has funded multiple secured personal loans or Instacash advances or opened multiple products through our marketplace, it is only counted once for each product type. We consider Total Products to be a key performance metric as it can be used to understand the usage of our products across our customer base. Total Products were 30.7 million and 20.3 million as of September 30, 2024 and 2023, respectively.

Enterprise Partners

Enterprise Partners is comprised of Product Partners and Channel Partners. We define Product Partners as providers of the financial and non-financial products and services that we offer in our marketplaces, including financial institutions, financial services providers and other affiliate partners. We define Channel Partners as organizations that allow us to reach a wide base of consumers, including but not limited to news sites, content publishers, product comparison sites and financial institutions. Enterprise Partners were 1,271, comprising 622 Product Partners and 649 Channel Partners, and 1,126, comprising 508 Product Partners and 618 Channel Partners, as of September 30, 2024 and 2023, respectively.

Total Originations

We define Total Originations as the dollar volume of the secured personal loans originated and Instacash advances funded within the stated period. We consider Total Originations to be a key performance metric as it can be used to measure the usage and engagement of the customers across our secured personal lending product and Instacash earned wage access product and is a significant driver of net interest income on finance receivables and banking revenue. Total Originations were $776 million and $564 million for the three months ended September 30, 2024 and 2023, respectively, and $2,264 million and $1,619 million for the nine months ended September 30, 2024 and 2023, respectively. All originations were originated directly by MoneyLion.

Adjusted EBITDA (Non-GAAP Measure)

Management believes Adjusted EBITDA, a non-U.S. GAAP measure, provides relevant and useful information to investors regarding the performance of the company. Refer to the “— Non-GAAP Measures” section below for further discussion of Adjusted EBITDA.

Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023

Revenue

The following table is reference for the discussion that follows.


	Three Months Ended September 30,				Change						Nine Months Ended September 30,				Change
	2024		2023		$			%			2024		2023		$			%
	(In thousands, except for percentages)
Consumer revenue
Banking revenue	$	78,604	$	58,863	$	19,741			33.5	%	$	233,928	$	169,686	$	64,242			37.9	%
Membership subscription revenue		8,016		8,743		(727	)		-8.3	%		26,879		26,120		759			2.9	%
Net interest income on finance receivables		3,368		3,258		110			3.4	%		9,257		9,490		(233	)		-2.5	%
Other consumer revenue		207		235		(28	)		-11.9	%		673		741		(68	)		-9.2	%
Total consumer revenue		90,195		71,099		19,096			26.9	%		270,737		206,037		64,700			31.4	%
Enterprise service revenue		45,271		39,159		6,112			15.6	%		116,581		104,431		12,150			11.6	%
Total revenue, net	$	135,466	$	110,258	$	25,208			22.9	%	$	387,318	$	310,468	$	76,850			24.8	%

We generate revenue primarily from various product-related fees, providing membership subscriptions, performing enterprise services and originating loans.

Banking revenue

Banking revenue is generated by fees and payments relating to our RoarMoney Banking product and fees and tips relating to our Instacash product.

Banking revenue increased by $19.7 million, or 33.5%, to $78.6 million for the three months ended September 30, 2024, as compared to $58.9 million for the same period in 2023. The increase in banking revenue was driven by increases in fee income related to instant transfer fees and tips from Instacash advances of $20.3 million due to the growth of Instacash advances across both existing and new customers, which was partially offset by a $0.3 million decrease in revenue from a transaction volume-based incentive payment program from a third-party payment network and a $0.3 million decrease in cardholder and interchange fees from RoarMoney accounts compared to the three months ended September 30, 2023.

Banking revenue increased by $64.2 million, or 37.9%, to $233.9 million for the nine months ended September 30, 2024, as compared to $169.7 million for the same period in 2023. The increase in banking revenue was driven by increases in fee income related to instant transfer fees and tips from Instacash advances of $63.7 million due to the growth of Instacash advances across both existing and new customers, an increase in cardholder and interchange fees from RoarMoney accounts of $0.1 million due to an increased number of customers using RoarMoney and an increase of $0.5 million in revenue from a transaction volume-based incentive payment program from a third-party payment network compared to the nine months ended September 30, 2023.

Membership subscription revenue

Membership subscription revenue decreased by $0.7 million, or 8.3%, to $8.0 million for the three months ended September 30, 2024, as compared to $8.7 million for the same period in 2023. The decrease in membership subscription revenue was driven by a $0.8 million revenue reduction due to transitioning subscribers off legacy memberships.

Membership subscription revenue increased by $0.8 million, or 2.9%, to $26.9 million for the nine months ended September 30, 2024, as compared to $26.1 million for the same period in 2023. The increase in membership subscription revenue was primarily driven by increased revenue from the WOW membership launched in January 2024, which was partially offset by revenue reductions due to transitioning subscribers off legacy memberships.

Net interest income on finance receivables

Net interest income on finance receivables is generated by interest earned on Credit Builder Loans, which is partially offset by the amortization of loan origination costs.

Net interest income on finance receivables increased by $0.1 million, or 3.4%, to $3.4 million for the three months ended September 30, 2024, as compared to $3.3 million for the same period in 2023. The increase in net interest income on finance receivables of $0.1 million was driven by higher average outstanding principal balances during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Net interest income on finance receivables decreased by $0.2 million, or 2.5%, to $9.3 million for the nine months ended September 30, 2024, as compared to $9.5 million for the same period in 2023. The decrease in net interest income on finance receivables was primarily driven by a higher provision for past due interest collections of $0.3 million.

Other consumer revenue

Other consumer revenue consists of MoneyLion Investing and MoneyLion Crypto revenue and was $0.2 million and $0.7 million for the three and nine months, respectively, ended September 30, 2024.

Enterprise service revenue

Enterprise service revenue increased by $6.1 million, or 15.6%, to $45.3 million for the three months ended September 30, 2024, as compared to $39.2 million for the same period in 2023. This increase was primarily driven by stronger performance within our Enterprise and Consumer Marketplaces and, to a lesser extent, new servicing fee revenue pursuant to the Purchase Agreement as we began transitioning to the forward flow financing arrangement, which was partially offset by lower performance within Media Services division.

Enterprise service revenue increased by $12.2 million, or 11.6%, to $116.6 million for the nine months ended September 30, 2024, as compared to $104.4 million for the same period in 2023. This increase was primarily driven by stronger performance within our Enterprise Marketplace and, to a lesser extent, new servicing fee revenue pursuant to the Purchase Agreement as we began transitioning to the forward flow financing arrangement, which was partially offset by lower performance in our Consumer Marketplace and Media Services division.

Operating Expenses

The following table is reference for the discussion that follows:


	Three Months Ended September 30,						Change						Nine Months Ended September 30,						Change
	2024			2023			$			%			2024			2023			$			%
	(In thousands, except for percentages)
Operating expenses
Provision for credit losses on consumer receivables	$	26,833		$	25,121		$	1,712			6.8	%	$	80,494		$	67,194		$	13,300			19.8	%
Loss on sale of consumer receivables		3,510			—			3,510		nm				3,510			—			3,510		nm
Compensation and benefits		25,820			23,511			2,309			9.8	%		75,458			70,491			4,967			7.0	%
Marketing		10,591			7,029			3,562			50.7	%		31,987			19,970			12,017			60.2	%
Direct costs		38,349			32,813			5,536			16.9	%		104,187			94,845			9,342			9.8	%
Professional services		10,820			4,968			5,852			117.8	%		27,593			14,485			13,108			90.5	%
Technology-related costs		7,323			5,891			1,432			24.3	%		20,421			17,540			2,881			16.4	%
Other operating expenses		8,217			9,824			(1,607	)		-16.4	%		22,875			30,038			(7,163	)		-23.8	%
Total operating expenses	$	131,463		$	109,157		$	22,306			20.4	%	$	366,525		$	314,563		$	51,962			16.5	%

Other (expense) income
Interest expense	$	(6,504	)	$	(7,088	)	$	584			-8.2	%	$	(20,035	)	$	(21,929	)	$	1,894			-8.6	%
Change in fair value of warrant liability		405			(81	)		486		nm				405			(68	)		473		nm
Change in fair value of contingent consideration from mergers and acquisitions		—			—			—		nm				—			6,613			(6,613	)		-100.0	%
Goodwill impairment loss		—			—			—		nm				—			(26,721	)		26,721			-100.0	%
Other income		2,613			2,358			255			10.8	%		7,353			5,264			2,089			39.7	%
Total other expense	$	(3,486	)	$	(4,811	)	$	1,325			-27.5	%	$	(12,277	)	$	(36,841	)	$	24,564			-66.7	%

Income tax expense	$	3,309		$	400		$	2,909			727.3	%	$	1,096		$	114		$	982			861.4	%

Our operating expenses consist of the following:

Provision for credit losses on consumer receivables

Provision for credit losses on consumer receivables consists of amounts charged during the period to maintain an allowance for credit losses. The allowance represents management’s estimate of the credit losses in our consumer receivable portfolio and is based on management’s assessment of many factors, including changes in the nature, volume and risk characteristics of the consumer receivables portfolio, including trends in delinquency and charge-offs and current economic conditions that may affect the customer’s ability to pay.

Provision for credit losses on consumer receivables increased by $1.7 million, or 6.8%, to $26.8 million for the three months ended September 30, 2024, as compared to $25.1 million for the same period in 2023. This resulted primarily from an increase to provision related to Instacash advance receivables of $4.9 million, which was partially offset by a decrease to provision related to Credit Builder Plus loan receivables of $2.2 million and a decrease to provision related to subscription fees of $1.1 million.

Provision for credit losses on consumer receivables increased by $13.3 million, or 19.8%, to $80.5 million for the nine months ended September 30, 2024, as compared to $67.2 million for the same period in 2023. This resulted primarily from an increase to provision related to Instacash advance receivables of $18.3 million, which was partially offset by a decrease to provision related to Credit Builder Plus loan receivables of $4.4 million and a decrease to provision related to subscription fees of $0.6 million.

Loss on sale of consumer receivables

Loss on sale of consumer receivables relating to the Instacash receivables sold under the Purchase Agreement was $3.3 million for the three and nine months ended September 30, 2024. There is no loss on sale of consumer receivables for the three and nine months ended September 30, 2023 as the Company entered into the Purchase Agreement during the three months ended September 30, 2024.

Compensation and benefits

Compensation and benefits increased by $2.3 million, or 9.8%, to $25.8 million for the three months ended September 30, 2024, as compared to $23.5 million for the same period in 2023. This increase was primarily driven by an increase in stock-based compensation of $1.6 million, an increase in employee salary and benefits expenses of $1.3 million and an increase in severance of $0.3 million. This was partially offset by a decrease in incentive compensation of $0.5 million due to a year to date catchup during the same period in 2023 and higher capitalized salaries of $0.4 million.

Compensation and benefits increased by $5.0 million, or 7.0%, to $75.5 million for the nine months ended September 30, 2024, as compared to $70.5 million for the same period in 2023. This increase was primarily driven by an increase in stock-based compensation of $4.6 million, an increase in employee salary and benefits of $1.1 million, an increase in incentive compensation of $0.1 million due to company performance and an increase in severance costs of $0.6 million. This was partially offset by higher capitalized salaries of $1.4 million.

Marketing

Marketing increased by $3.6 million, or 50.7%, to $10.6 million for the three months ended September 30, 2024, as compared to $7.0 million for the same period in 2023. This increase resulted primarily from higher spend related to advertising through digital platforms and sponsorships.

Marketing increased by $12.0 million, or 60.2%, to $32.0 million for the nine months ended September 30, 2024, as compared to $20.0 million for the same period in 2023. This increase resulted primarily from higher spend related to advertising through digital platforms and sponsorships.

Direct costs

Direct costs increased by $5.5 million, or 16.9%, to $38.3 million for the three months ended September 30, 2024, as compared to $32.8 million for the same period in 2023. The increase was primarily driven by $4.5 million of direct costs related to the growth of Enterprise revenue, an increase in payment processing fees of $0.9 million and a $0.2 million increase in costs related to our RoarMoney Banking and MoneyLion Investing offering. This was partially offset by a $0.1 million decrease in underwriting expenses.

Direct costs increased by $9.3 million, or 9.8%, to $104.2 million for the nine months ended September 30, 2024, as compared to $94.8 million for the same period in 2023. The increase was primarily driven by $5.6 million of direct costs related to the growth of Enterprise revenue, an increase in payment processing fees of $3.4 million and an increase in underwriting expenses of $0.6 million, driven by growth in Total Originations and Total Customers, which was partially offset by a $0.2 million decrease in costs related to our RoarMoney Banking and MoneyLion Investing offering.

Professional services

Professional services increased by $5.9 million, or 117.8%, to $10.8 million for the three months ended September 30, 2024, as compared to $5.0 million for the same period in 2023. This increase resulted primarily from an increase in outside legal expenses of $5.1 million, an increase in accounting and auditing fees of $0.5 million driven by regulatory compliance requirements and an increase in outside consulting expenses of $0.2 million.

Professional services increased by $13.1 million, or 90.5%, to $27.6 million for the nine months ended September 30, 2024, as compared to $14.5 million for the same period in 2023. This increase resulted primarily from an increase in outside legal expenses of $10.6 million, an increase in accounting and auditing fees of $0.8 million driven by regulatory compliance requirements, an increase in outside consulting expenses of $1.0 million and an increase in recruiting fees of $0.7 million.

Technology-related costs

Technology-related costs increased by $1.4 million, or 24.3%, to $7.3 million for the three months ended September 30, 2024, as compared to $5.9 million for the same period in 2023. This increase resulted primarily from an increase in expenses for software licenses and subscriptions of $1.0 million and depreciation and amortization related to equipment and software of $0.4 million.

Technology-related costs increased by $2.9 million, or 16.4%, to $20.4 million for the nine months ended September 30, 2024, as compared to $17.5 million for the same period in 2023. This increase resulted primarily from an increase in depreciation and amortization related to equipment and software of $0.8 million and an increase in expenses for software licenses and subscriptions of $2.1 million.

Other operating expenses

Other operating expenses decreased by $1.6 million, or 16.4%, to $8.2 million for the three months ended September 30, 2024, as compared to $9.8 million for the same period in 2023. The decrease was primarily driven by a $1.0 million decrease in expenses related to processing transactions in our Consumer business and a decrease in insurance expenses of $0.6 million.

Other operating expenses decreased by $7.2 million, or 23.8%, to $22.9 million for the nine months ended September 30, 2024, as compared to $30.0 million for the same period in 2023. The decrease was primarily driven by lower costs related to legal matters of $7.0 million, a decrease in the provision for bad debts and increased recoveries of receivables in our Enterprise business of $0.9 million, a decrease in insurance expenses of $1.7 million, a decrease of $0.5 million in dues & subscriptions, $0.2 million of lower depreciation and amortization of intangible assets and other assets, and $0.6 million decrease in other corporate expenses, which was partially offset by a $2.9 million increase in expenses related to processing transactions in our Consumer business and $0.9 million of higher facility expenses.

Our other (expense) income consists of the following:

Interest expense

Interest expense decreased by $0.6 million, or 8.2%, to $6.5 million for the three months ended September 30, 2024, as compared to $7.1 million for the same period in 2023. This decrease was primarily driven by a decrease in interest expense on secured debt of $0.7 million due to a decrease in average outstanding principal of secured debt and a decrease in the variable interest rate. See Part I, Item 1 “Financial Statements — Debt” for more information.

Interest expense decreased by $1.9 million, or 8.6%, to $20.0 million for the nine months ended September 30, 2024, as compared to $21.9 million for the same period in 2023. This decrease was primarily driven by a decrease in interest expense on secured debt of $2.3 million due to a decrease in average outstanding principal of secured debt and a decrease in the variable interest rate, which was partially offset by an increase of $0.5 million in interest expense on other debt due to an increase in the average outstanding principal of other debt. See Part I, Item 1 “Financial Statements — Debt” for more information.

Change in fair value of warrant liability

Change in fair value of warrant liability was a benefit of $0.4 million for the three months ended September 30, 2024, as compared to an expense of $0.1 million for the same period in 2023. The change in fair value of warrant liability was due to changes in inputs that drive the warrant liability fair value calculations.

Change in fair value of warrant liability was a benefit of $0.4 million for the nine months ended September 30, 2024, as compared to an expense of $0.1 million in 2023. The change in fair value of warrant liability was due to changes in inputs that drive the warrant liability fair value calculations.

Change in fair value of contingent consideration from mergers and acquisitions

There was no change in fair value of contingent consideration from mergers and acquisitions for the three or nine months ended September 30, 2024 since there was no unsettled contingent consideration outstanding during the three or nine months ended September 30, 2024.

Goodwill impairment loss

There was no goodwill impairment loss for the three or nine months ended September 30, 2024 since all goodwill had been written off by the end of the fiscal year ended December 31, 2023.

Other income

Other income increased by $0.3 million to $2.6 million for the three months ended September 30, 2024, as compared to other income of $2.4 million for the same period in 2023. The increase was primarily driven by an increase in gains from foreign currency translation of $0.3 million.

Other income increased by $2.1 million to $7.4 million for the nine months ended September 30, 2024, as compared to other income of $5.3 million for the same period in 2023. The increase was primarily driven by an increase in interest income earned on interest bearing deposits of $1.1 million, lower losses on debt extinguishments of $0.5 million, an increase in rental income of $0.4 million and an increase in gains from foreign currency translation of $0.3 million. These increases were partially offset by a reduction in non-recurring trademark use settlement income of $0.2 million.

Income tax expense

See Part I, Item 1 “Financial Statements — Income Taxes” for an explanation of the tax activity recorded during the nine months ended September 30, 2024.

Non-GAAP Measures

In addition to net (loss) income, which is a measure presented in accordance with U.S. GAAP, management believes that Adjusted EBITDA provides relevant and useful information which is widely used by analysts, investors and competitors in our industry in assessing performance. Adjusted EBITDA is a supplemental measure of our performance that is neither required by nor presented in accordance with U.S. GAAP. Adjusted EBITDA should not be considered as a substitute for U.S. GAAP metrics such as net (loss) income or any other performance measures derived in accordance with U.S. GAAP and may not be comparable to similar measures used by other companies.

We define Adjusted EBITDA as net (loss) income plus interest expense related to corporate debt, income tax expense (benefit), depreciation and amortization expense, change in fair value of warrant liability, change in fair value of contingent consideration from mergers and acquisitions, goodwill impairment loss, stock-based compensation expense and certain other expenses that management does not consider in measuring performance. We believe that Adjusted EBITDA provides a meaningful understanding of an aspect of profitability based on our current product portfolio. In addition, Adjusted EBITDA is useful to an investor in evaluating our performance because it:

•

is a measure widely used by investors, analysts and competitors to measure a company’s operating performance;

•

is a metric used by rating agencies, lenders and other parties to evaluate our credit worthiness; and

•

is used by our management for various purposes, including as a measure of performance and as a basis for strategic planning and forecasting.

The reconciliation of net (loss) income to Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
	(unaudited)						(unaudited)
Net (loss) income	$	(2,792	)	$	(4,110	)	$	7,420		$	(41,050	)
Add back:
Interest related to corporate debt(1)		2,469			3,191			7,840			10,226
Income tax expense		3,309			400			1,096			114
Depreciation and amortization expense		6,509			6,106			19,052			18,403
Changes in fair value of warrant liability		(405	)		81			(405	)		68
Change in fair value of contingent consideration from mergers and acquisitions		-			-			-			(6,613	)
Goodwill impairment loss		-			-			-			26,721
Stock-based compensation expense		7,282			5,702			21,310			16,657
Other expenses(2)		8,030			1,982			10,092			5,355
Adjusted EBITDA	$	24,402		$	13,352		$	66,405		$	29,881

(1)

We add back the interest expense related to all outstanding corporate debt, excluding outstanding principal balances related to the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility. For U.S. GAAP reporting purposes, interest expense related to corporate debt is included within interest expense in the consolidated statement of operations.

(2)

We add back other expenses, including those related to transactions, including mergers and acquisitions and financings, that occurred, litigation-related expenses and certain costs or gains that management does not consider in measuring performance. Generally, these expenses are included within other expenses or professional fees in the consolidated statement of operations.

Changes in Financial Condition to September 30, 2024 from December 31, 2023


	September 30,			December 31,			Change
	2024			2023			$			%
Assets
Cash and restricted cash	$	116,359		$	94,479		$	21,880			23.2	%
Consumer receivables		218,642			208,167			10,475			5.0	%
Allowance for credit losses on consumer receivables		(33,511	)		(35,329	)		1,818			-5.1	%
Consumer receivables, net		185,131			172,838			12,293			7.1	%
Consumer receivables held for sale		4,401			—			4,401		nm
Enterprise receivables, net		24,279			15,978			8,301			52.0	%
Property and equipment, net		1,906			1,864			42			2.3	%
Intangible assets, net		165,380			176,541			(11,161	)		-6.3	%
Other assets		33,260			53,559			(20,299	)		-37.9	%
Total assets	$	530,716		$	515,259		$	15,457			3.0	%
Liabilities and Stockholders' Equity
Liabilities:
Debt agreements	$	171,085		$	189,753		$	(18,668	)		-9.8	%
Accounts payable and accrued liabilities		53,529			52,396			1,133			2.2	%
Warrant liability		405			810			(405	)		-50.0	%
Other liabilities		23,225			15,077			8,148			54.0	%
Total liabilities		248,244			258,036			(9,792	)		-3.8	%
Stockholders' equity:
Common Stock		1			1			—			0.0	%
Additional paid-in capital		988,446			969,641			18,805			1.9	%
Accumulated deficit		(695,299	)		(702,719	)		7,420			-1.1	%
Treasury stock		(10,676	)		(9,700	)		(976	)		10.1	%
Total stockholders' equity		282,472			257,223			25,249			9.8	%
Total liabilities and stockholders' equity	$	530,716		$	515,259		$	15,457			3.0	%

Assets

Cash and restricted cash

Cash and restricted cash increased by $21.9 million, or 23.2%, to $116.4 million as of September 30, 2024, as compared to $94.5 million as of December 31, 2023. Refer to the “— Cash Flows” section below for further discussion on the net change in cash and restricted cash from operating activities, investing activities and financing activities during the period.

Consumer receivables, net

Consumer receivables, net increased by $12.3 million, or 7.1%, to $185.1 million as of September 30, 2024, as compared to $172.8 million as of December 31, 2023. The increase was primarily attributable to an increase in loan receivables, net of allowance for credit losses, of $18.5 million. The increase was partially offset by a decrease in Instacash receivables, net of allowance for credit losses, of $5.1 million. Refer to Part I, Item 1 “Financial Statements — Consumer Receivables” for additional information.

Consumer receivables held for sale

Consumer receivables held for sale as of September 30, 2024 represent Instacash receivables that the Company originated and intends to sell under the Purchase Agreement. Consumer receivables held for sale are recorded at the lower of cost or fair value.

Consumer receivables held for sale were $4.4 million as of September 30, 2024. There were no consumer receivables held for sale as of December 31, 2023 as the Company entered into the Purchase Agreement during the three months ended September 30, 2024.

Enterprise receivables, net

Enterprise receivables, net increased by $8.3 million, or 52.0%, to $24.3 million as of September 30, 2024, as compared to $16.0 million as of December 31, 2023. This increase was primarily attributable to an increase in Enterprise Marketplace receivables of $6.4 million, an increase in Consumer Marketplace receivables of $1.0 million and an increase in Media Services receivables of $0.9 million.

Intangible assets, net

Intangible assets, net decreased by $11.2 million, or 6.3%, to $165.4 million as of September 30, 2024, as compared to $176.5 million as of December 31, 2023. This decrease was primarily attributable to the amortization of intangible assets of $18.4 million, which was partially offset by an increase in capitalized software of $7.2 million.

Other assets

Other assets decreased by $20.3 million, or 37.9%, to $33.3 million as of September 30, 2024, as compared to $53.6 million as of December 31, 2023. This decrease was primarily attributable to a decrease in the receivable from payment processors and a decrease in prepaid expenses, which was partially offset by an increase in operating lease right-of-use assets due to a lease of the Company’s new corporate headquarters entered into during the nine months ended September 30, 2024. Refer to Part I, Item 1 “Financial Statements — Other Assets” for additional information.

Liabilities

Debt agreements

Debt agreements decreased by $18.7 million, or 9.8%, to $171.1 million as of September 30, 2024, as compared to $189.8 million as of December 31, 2023. Refer to Part I, Item 1 “Financial Statements — Debt” for further discussion of financing transactions.

Accounts payable and accrued expenses

Accounts payable and accrued expenses increased by $1.1 million, or 2.2%, to $53.5 million as of September 30, 2024, as compared to $52.4 million as of December 31, 2023. The increase was primary attributable to a $7.5 million dollar increase in accounts payable and accrued expenses related to increased operating costs which was partially offset by a reduction in litigation accruals of $5.3 million and taxes payable of $0.8 million.

Warrant liability

Warrant liability activity between September 30, 2024 and December 31, 2023 was not significant. Refer to the “— Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023” section above for further discussion on the change in fair value of warrant liability.

Other liabilities

Other liabilities increased by $8.1 million, or 54.0%, to $23.2 million as of September 30, 2024, as compared to $15.1 million as of December 31, 2023. The increase was primarily driven by an increase in operating lease liabilities due to a lease of the Company’s new corporate headquarters entered into during the nine months ended September 30, 2024.

Liquidity and Capital Resources

We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital needs for at least the next twelve months. Our future financing requirements will depend on several factors, including our growth, the timing and level of spending to support continued development of our platform, the expansion of marketing activities and merger and acquisition activity. In addition, growth of our finance receivables increases our liquidity needs, and any failure to meet those liquidity needs could adversely affect our business. Additional funds may not be available on terms favorable to us or at all. If the Company is unable to generate positive operating cash flows, additional debt and equity financings or refinancing of existing debt financings may be necessary to sustain future operations.

Receivables originated on our platform, including Credit Builder Loans and Instacash advances, were primarily financed through special purpose vehicle financings from third-party institutional lenders. As of September 30, 2024, there was an outstanding principal balance of $42.9 million under the ROAR 1 SPV Credit Facility and an outstanding principal balance of $64.5 million under the ROAR 2 SPV Credit Facility. For more information, see Note 7, “Debt” and Note 2, “Summary of Significant Accounting Policies” of the Company’s Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for discussion of the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility and VIE considerations related to the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility, respectively.

In the future, substantially all of our receivables for our Instacash product will be financed pursuant to the Purchase Agreement under which we will sell substantially all of our eligible Instacash receivables at a discount to third-party purchasers and receive a stable stream of servicing fee income based on net collections. For more information, see Part I, Item 1 “Financial Statements – Sale of Consumer Receivables.”

The following table presents the Company’s cash, restricted cash and receivable from payment processor as of September 30, 2024 and December 31, 2023:


	September 30,		December 31,
	2024		2023
Cash	$	111,944	$	92,195
Restricted cash		4,415		2,284
Receivable from payment processor	$	12,499	$	37,362

Cash Flows

The following table presents net change in cash and restricted cash from operating, investing and financing activities during the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net cash provided by operating activities	$	60,342		$	36,072		$	141,779		$	74,115
Net cash used in investing activities		(22,805	)		(27,975	)		(96,604	)		(84,598	)
Net cash used in financing activities		(24,288	)		(9,255	)		(23,295	)		(42,210	)
Net change in cash and restricted cash	$	13,249		$	(1,158	)	$	21,880		$	(52,693	)

Operating Activities

Net cash provided by operating activities was $60.3 million for the three months ended September 30, 2024 compared to net cash provided by operating activities of $36.1 million for the three months ended September 30, 2023. This increase in net cash provided by operating activities was primarily driven by an increase in profitability, after adjusting for non-cash activity included in our net loss, of approximately $8.1 million and an increase of $16.2 million related to changes in working capital.

Net cash provided by operating activities was $141.8 million for the nine months ended September 30, 2024 compared to net cash provided by operating activities of $74.1 million for the nine months ended September 30, 2023. This increase in net cash provided by operating activities was primarily driven by an increase in profitability, after adjusting for non-cash activity included in our net income (loss), of approximately $50.4 million and an increase of $17.2 million related to changes in working capital.

Investing Activities

Net cash used in investing activities was $22.8 million for the three months ended September 30, 2024 compared to net cash used in investing activities of $28.0 million for the three months ended September 30, 2023. The decrease in net cash used in investing activities was primarily related to a decrease in cash used in net finance receivable originations and sales activity of $7.0 million, partially offset by increased spending on software development of $1.9 million.

Net cash used in investing activities was $96.6 million for the nine months ended September 30, 2024 compared to net cash used in investing activities of $84.6 million for the nine months ended September 30, 2023. The increase in net cash used in investing activities was primarily related to increases in cash used in net finance receivable originations and sales activity of $9.5 million and increased spending on software development of $3.6 million, partially offset by reduced spending on settlement of contingent consideration related to mergers and acquisitions of $1.1 million.

Financing Activities

Net cash used in financing activities was $24.3 million for the three months ended September 30, 2024 compared to net cash used in financing activities of $9.3 million for the three months ended September 30, 2023. The increase in net cash used for financing activities was primarily attributable to an increase in payments of debt principal of $13.6 million and repurchases of Class A Common Stock pursuant to the new Repurchase Program (as described below) of $1.0 million.

Net cash used in financing activities was $23.3 million for the nine months ended September 30, 2024 compared to net cash used in financing activities of $42.2 million for the nine months ended September 30, 2023. The decrease in net cash used in financing activities was primarily attributable to a decrease in payments of debt principal of $19.4 million and a decrease in preferred stock settlement payments of $3.0 million, which was partially offset by an increase of $2.6 million in cash used for tax payments owed on the vesting of stock compensation and an increase in repurchases of Class A Common Stock of $1.0 million.

Share Repurchase Program

On August 26, 2024, we announced that our Board of Directors had approved a share repurchase program with authorization to purchase up to $20 million of outstanding Class A Common Stock (the “Repurchase Program”).

Under the Repurchase Program, we may repurchase from time to time shares of Class A Common Stock for cash through any manner, including open market transactions (including pursuant to broker plans in accordance with Rule 10b5-1 and Rule 10b-18), privately negotiated transactions with third parties or accelerated share repurchase agreements, and in such amounts as we deem appropriate, subject to legal requirements and other corporate considerations.

The volume and timing of any repurchases will be subject to general market conditions, as well as our management of capital, other investment opportunities and other factors. The Repurchase Program does not obligate us to repurchase any specific dollar amount or number of shares, has no fixed expiration date and may be modified, suspended or discontinued at any time at our discretion.

We currently expect to fund the Repurchase Program from existing cash on hand and future cash flows. For additional information on purchases of Class A Common Stock under the Repurchase Program for the three months ended September 30, 2024, see Part II, Item 2. “Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.”

Financing Arrangements

Refer to Part I, Item 1 “Financial Statements — Debt” for further discussion on financing transactions during the period.

Contractual Obligations

The table below summarizes debt, lease and other long-term minimum cash obligations outstanding as of September 30, 2024:


	Total		Remainder of 2024		2025 – 2026		2027 – 2028		Thereafter
Monroe Term Loans	$	65,000	$	—	$	65,000	$	—	$	—
ROAR 1 SPV Credit Facility		42,900		—		42,900		—		—
ROAR 2 SPV Credit Facility		64,500		—		64,500		—		—
Operating lease obligations		19,099		1,346		8,209		6,605		2,939
Vendor unconditional purchase obligations		20,116		—		11,616		8,500		—
Total	$	211,615	$	1,346	$	192,225	$	15,105	$	2,939

Secured Loans and Other Debt

For more information regarding our secured loans and other debt, see Part I, Item 1 “Financial Statements — Debt” in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

At September 30, 2024, the Company did not have any material off-balance sheet arrangements.

Critical Accounting Policies and Estimates

See Part I, Item 1 “Financial Statements — Summary of Significant Accounting Policies” for a description of critical accounting policies and estimates.

Recently Issued and Adopted Accounting Pronouncements

See Part I, Item 1 “Financial Statements — Summary of Significant Accounting Policies” for a description of recently issued accounting pronouncements that may potentially impact our results of operations, financial condition or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates.

Interest Rates Risk

Interest rates may adversely impact our customers’ level of engagement on our platform and ability and willingness to pay outstanding amounts owed to us. While we do not charge interest on a lot of our products, higher interest rates could deter customers from utilizing our credit products and other loans. Moreover, higher interest rates may lead to increased delinquencies, charge-offs and allowances for loans and interest receivable, which could have an adverse effect on our operating results.

The Monroe Term Loans and future funding arrangements may bear a variable interest rate. The ROAR 1 SPV Credit Facility and ROAR 2 SPV Credit Facility have fixed interest rates. Given the fixed interest rates charged on many of our loans, a rising variable interest rate would reduce our interest margin earned in these funding arrangements. Dramatic increases in interest rates may make these forms of funding nonviable. A one percent change in the interest rate on our variable interest rate debt, based on principal balances as of September 30, 2024, would result in an approximately $0.7 million impact to annual interest expense.

Item 4. Controls and Procedures

Material Weakness

During the quarter ended September 30, 2024, recently enhanced internal controls over our Credit Builder Loan product identified a population of cash disbursements made to customer escrow accounts that were not in accordance with the terms of the Credit Builder Loan product. While the financial reporting of these transactions was properly reported and no misstatements of our consolidated financial statements were identified, this control deficiency could result in improperly authorized disbursements of cash. Accordingly, we determined that this control deficiency constituted a material weakness.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective in providing reasonable assurance that the information required for disclosure in reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. As a result, we performed additional analysis as deemed necessary to ensure that our consolidated financial statements included in this Quarterly Report on Form 10-Q were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows for the periods presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, other than as described below with respect to our ongoing remediation efforts.

In light of the material weakness identified, we are in the process of implementing additional controls intended to enhance our monitoring of cash disbursements and the information technology resources related to the Credit Builder Loan product. We continue to develop formal processes in consultation with our third-party professional advisors, including formalizing our control evidence and processes, that are intended to ensure a sufficient level of precision is embedded in all financial reporting control activities. In order to fully remediate the material weaknesses identified, we intend to continue to re-evaluate the design of, and validate, our internal controls to ensure that they appropriately address changes in our business that could impact our system of internal controls, review our current processes and procedures to identify potential control design enhancements to ensure that our financial reporting is complete and accurate and develop a monitoring protocol to enable management to validate the operating effectiveness of key controls over financial reporting. We believe that these actions will ultimately be effective in remediating the material weaknesses we have identified and will continue to evaluate our remediation efforts and report regularly to the Audit Committee of the Board of Directors on the progress and results of our remediation plan. We intend to complete the remediation by June 30, 2025, but these remediation measures may be time consuming and costly, and there is no assurance that we will be able to complete the remediation and put in place the appropriate controls within this timeframe or that these initiatives will ultimately have the intended effects.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to various claims and legal proceedings in the ordinary course of business, including lawsuits, arbitrations, class actions and other litigation. We are also the subject of various actions, inquiries, investigations and proceedings by regulatory and other governmental agencies. The outcome of any such legal and regulatory matters, including those discussed in this section, is inherently uncertain, and some of these matters may result in adverse judgments or awards, including penalties, injunctions or other relief, which could materially and adversely impact our business, financial condition, operating results and cash flows. See Part I, Item 1A “Risk Factors — Risks Relating to Legal and Accounting Matters — Unfavorable outcomes in legal proceedings may harm our business, financial condition, results of operations and cash flows” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

We have determined, based on our current knowledge, that the aggregate amount or range of losses that are estimable with respect to our legal proceedings, including the matters described below, would not have a material adverse effect on our business, financial position, results of operations or cash flows. As of September 30, 2024, amounts accrued were not material. Notwithstanding the foregoing, the ultimate outcome of legal proceedings involves judgments, estimates and inherent uncertainties, and cannot be predicted with certainty. It is possible that an adverse outcome of any matter could be material to our business, financial position, results of operations or cash flows as a whole for any particular reporting period of occurrence. In addition, it is possible that a matter may prompt litigation or additional investigations or proceedings by other government agencies or private litigants.

State Regulatory Examinations and Investigations

We hold a number of state licenses in connection with our business activities, and must also comply with other applicable compliance and regulatory requirements in the states where we operate. In most states where we operate, one or more regulatory agencies have authority with respect to regulation and enforcement of our business activities under applicable state laws, and we may also be subject to the supervisory and examination authority of such state regulatory agencies. Examinations by state regulators have and may continue to result in findings or recommendations that require us, among other potential consequences, to provide refunds to customers or to modify our internal controls and/or business practices.

In the ordinary course of our business, we are and have been from time to time subject to, and may in the future be subject to, governmental and regulatory examinations, information requests, investigations and proceedings (both formal and informal) in connection with various aspects of our activities by state agencies, certain of which could result in adverse judgments, settlements, fines, penalties, restitution, disgorgement, injunctions or other relief. We have responded to and cooperated with the relevant state agencies and will continue to do so in the future, as appropriate.

CFPB Litigation

On September 29, 2022, the Consumer Financial Protection Bureau (the “CFPB”) initiated a civil action in the United States District Court for the Southern District of New York (“SDNY”) against MoneyLion Technologies Inc., ML Plus LLC and our 38 state lending subsidiaries, alleging violations of the Military Lending Act and the Consumer Financial Protection Act. The CFPB is seeking injunctive relief, redress for allegedly affected consumers and civil monetary penalties. On January 10, 2023, we moved to dismiss the lawsuit, asserting various constitutional and merits-based arguments. On June 13, 2023, the CFPB filed its first amended complaint, alleging substantially similar claims as those asserted in its initial complaint. On July 11, 2023, we moved to dismiss the lawsuit, again asserting various constitutional and merit-based arguments. On October 9, 2023, we moved for a stay of the action pending a decision from the United States Supreme Court in CFPB v. Community Financial Services Association of America, Ltd., No. 22-448 (U.S. argued Oct. 3, 2023) (“CFSA”). On December 1, 2023, the Court issued an order granting our motion and staying the action pending the United State Supreme Court’s decision in CFSA. On May 16, 2024, the Supreme Court decided CFSA. Accordingly, our motion to dismiss is now pending with the SDNY. We continue to maintain that the CFPB’s claims are meritless and are vigorously defending against the lawsuit. Nevertheless, at this time, we cannot predict or determine the timing or final outcome of this matter or the effect that any adverse determinations in the lawsuit may have on our business, financial condition, results of operations or cash flows.

MALKA Seller Members Litigation

On July 21, 2023, Jeffrey Frommer, Lyusen Krubich, Daniel Fried and Pat Capra, the former equity owners of MALKA (collectively, the “Seller Members”), brought a civil action in the SDNY against MoneyLion Technologies Inc. alleging, among other things, breaches of the Membership Interest Purchase Agreement (the “MIPA”) governing our acquisition of MALKA. Among other claims, the Seller Members allege that they are entitled to payment of $25.0 million of Class A Common Stock pursuant to the earnout provisions set forth in the MIPA, based on the Seller Members’ assertion that MALKA achieved certain financial targets for the year ended December 31, 2022 (such payment, the “2022 Earnout Payment”). We believe that the Seller Members are not entitled to any portion of the 2022 Earnout Payment under the terms of the MIPA and filed counterclaims against the Seller Members, alleging, among other things, fraud, negligent misrepresentation, conversion, breach of fiduciary duties and breach of contract and seeking compensatory damages and other remedies as a result of wrongdoing by the Seller Members. On October 17, 2023, the SDNY denied, in full, the Seller Members’ motion for a preliminary injunction to remove the restrictive legends on certain shares of Class A Common Stock previously issued to the Seller Members. Separately, on November 3, 2023, the Seller Members moved to dismiss our amended counterclaims and third-party complaint. On May 14, 2024, the SDNY denied the Seller Members’ motion to dismiss with respect to our counterclaims alleging fraud, negligent misrepresentation, breach of fiduciary duty and certain conversion and breach of contract claims. The SDNY dismissed certain of our counterclaims relating to declaratory judgment, unjust enrichment and conversion as duplicative of our fraud and misrepresentation counterclaims, as well as certain other breach of contract counterclaims. We continue to vigorously pursue our remaining counterclaims and defend against the Seller Members’ claims, which we believe are meritless. However, at this time, we cannot predict or determine the timing or final outcome of this matter or the effect that any adverse determinations in the lawsuit may have on our business, financial condition, results of operations or cash flows.

Former Series A Preferred Stockholders Litigation

As previously reported, on July 27, 2023, MassMutual Ventures US II LLC, Canaan X L.P., Canaan XI L.P., F-Prime Capital Partners Tech Fund LP and GreatPoint Ventures Innovation Fund II, L.P., each of which are former holders of the Company’s Series A Preferred Stock (collectively, the “Former Preferred Stockholders”), brought a civil action in the SDNY against MoneyLion Inc., our Board of Directors and certain officers asserting claims under Section 14(a) relating to the Definitive Proxy Statement we filed with the SEC on March 31, 2023 in connection with the Special Meeting of Stockholders relating to the 1-for-30 Reverse Stock Split of the Class A Common Stock effected on April 24, 2023 and related state law claims. On May 15, 2024, the SDNY granted our motion to dismiss the Former Preferred Stockholders’ complaint in its entirety. On June 14, 2024, Canaan X L.P., Canaan XI L.P. and GreatPoint Ventures Innovation Fund II, L.P. filed a notice of appeal with the United States Court of Appeals for the Second Circuit. On August 13, 2024, the parties filed a joint stipulation of voluntary dismissal, which resulted in the matter being withdrawn with prejudice. We believe the lawsuit is now fully resolved.

Item 1A. Risk Factors

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, other than as set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC on August 6, 2024. We may disclose additional changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

Our purchases of our Class A Common Stock during the quarterly period ended September 30, 2024 were as follows:


	Total Number of Shares Purchased(1)		Weighted Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
July 1, 2024 - July 31, 2024	$	—	$	—		—	$	—
August 1, 2024 - August 31, 2024		—		—		—	$	20,000
September 1, 2024 - September 30, 2024		24,405		39.99		24,405	$	19,024
Total	$	24,405	$	39.99	$	24,405

(1) On August 26, 2024, we announced that our Board of Directors had approved a share repurchase program with authorization to purchase up to $20.0 million of Class A Common Stock. All shares repurchased during the quarterly period ended September 30, 2024 were repurchased as part of the Repurchase Program. The Repurchase Program does not obligate us to repurchase any specific dollar amount or number of shares, has no fixed expiration date and may be modified, suspended or discontinued at any time at our discretion. See Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Share Repurchase Program” for additional information.

Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the Company adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, the representations, warranties, covenants and agreements contained in such exhibits were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to such agreements instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Unless otherwise explicitly stated therein, investors and security holders are not third-party beneficiaries under any of the agreements attached as exhibits hereto and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its affiliates or businesses. Moreover, the assertions embodied in the representations and warranties contained in each such agreement are qualified by information in confidential disclosure letters or schedules that the parties have exchanged. Moreover, information concerning the subject matter of the representations and warranties may change after the respective dates of such agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures.


Exhibit No.		Description
3.1		Fourth Amended and Restated Certificate of Incorporation of MoneyLion Inc. (incorporated by reference to Exhibit 3.1 to MoneyLion Inc.'s Registration Statement on Form S-1 (File 333-260254), filed with the SEC on October 14, 2021).
3.1.1		Certificate of Amendment to the MoneyLion Inc. Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to MoneyLion Inc.'s Current Report on Form 8-K (File 001-39346), filed with the SEC on April 24, 2023).
3.2		Amended and Restated Bylaws of MoneyLion Inc., effective as of March 15, 2023 (incorporated by reference to Exhibit 3.2 of MoneyLion Inc.’s Annual Report on Form 10-K (File No. 001-39346), filed with the SEC on March 16, 2023).
10.1*		Amendment No. 1 to Master Receivables Purchase Agreement, dated as of July 19, 2024, by and among Sound Point Capital Management LP, as purchaser agent, SP Main Street Funding I LLC, as initial purchaser, and ML Plus LLC, as seller.
10.2*†		Omnibus Amendment No. 2 to Purchase Agreement and Amendment No. 1 to Servicing Agreement, dated as of August 23, 2024, by and among MoneyLion Technologies Inc., as servicer, Sound Point Capital Management LP, as purchaser agent, SP Main Street Funding I LLC, as initial purchaser, and ML Plus LLC, as seller.
10.3*†		Amendment No. 4 to the Amended and Restated Carrying Agreement, dated July 10, 2024, by and between DriveWealth, LLC and ML Wealth, LLC.
31.1*		Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

* Filed herewith.

** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

† Certain schedules and exhibits to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5), or certain portions of this exhibit have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MONEYLION INC.

Date: November 7, 2024	By:	/s/ Richard Correia
		Richard Correia President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Date: November 7, 2024	By:	/s/ Mark Torossian
		Mark Torossian Chief Accounting Officer (Principal Accounting Officer)