United States securities and exchange commission logo





                              June 24, 2021

       John James
       Chief Executive Officer
       Fusion Acquisition Corp.
       667 Madison Avenue, 5th Floor
       New York, NY 10065

                                                        Re: Fusion Acquisition
Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed June 9, 2021
                                                            File No. 333-255936

       Dear Mr. James:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
24, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-4

       Risk Factors
       The legal and regulatory regimes governing certain of our products and
services, page 55

   1.                                                   We note your disclosure
on page 56 that you anticipate making certain digital asset-related
                                                        products or services
available to your customers through one or more regulated partners
                                                        and that,    [u]nder
this partnership model, [you] do not currently expect to be subject to
                                                        money services
business, money transmitter licensing, or other licensing or regulatory
                                                        requirements specific
to transactions relating to virtual currencies.    Please revise to
                                                        clarify whether and to
what extent you may be liable for your partners    activities related to
                                                        the digital
asset-related products and services you offer through such regulated partners.
 John James
FirstName  LastNameJohn
Fusion Acquisition Corp. James
Comapany
June       NameFusion Acquisition Corp.
     24, 2021
June 24,
Page 2 2021 Page 2
FirstName LastName
Our Growth Strategy, page 172

2.       We note your disclosure on pages 172 and 173 that you will enable your
customers to buy,
         sell and exchange Bticoin and Ether through exchange and digital
wallet services provided
         by one or more regulated partner(s). Please clarify how you will limit
your customers to
         Bitcoin and Ether transactions as the transactions will occur through
the exchange and
         wallet services provided by your partners.
3.       We note your disclosure on page 173 that you are evaluating whether to
provide any
         digital asset-related products or services on your platform. Please
revise to clarify if you
         are considering expanding the available rewards to digital assets
other than Bitcoin and
         Ether.
4.       Disclose whether you have signed any    partner    agreements related
to the use of digital
         assets. If you have, disclose the material terms. Please file the
agreements if material.
Other Requirements, page 181

5.       We note that you "expect the initial digital currency product
offerings to be limited to
         Bitcoin and Ether." Please disclose what digital assets you may add to
the platform, and
         when. As a separate matter, explain how you will determine whether any
new digital
         assets you add to the platform are securities.

Management's Discussion and Analysis of Financial Condition and Results of
Operations of
MoneyLion
Key Performance Metrics
Total Customers, page 190

6.       We note your response to prior comment 8 and the revised disclosure on
page 190. Please
         also include the percentage of customers with funded accounts and
those with active
         accounts for the quarters ended March 31, 2021 and March 31, 2020.
Description of New MoneyLion Securities
Exclusive Forum, page 223

7.       Refer to your response to comment 10. Your disclosure regarding the
exclusive forum
         provision in the New MoneyLion Charter on pages 223 and 234 and in
your risk factors
         section on pages 80 and 81 is inconsistent with Article 11 of the
Fourth Amended and
         Restated Certificate of Incorporation in Annex B, which identifies
"the federal district
         courts of the United States as the exclusive forum for the resolution
of any complaint
         asserting a cause of action arising under the Securities Act of 1933,
as amended as to
         which the Court of Chancery and the federal district court of the
State of Delaware shall
         have concurrent jurisdiction." Your disclosure on pages 223 and 234
and in your risk
         factors section on pages 80 and 81 states that for any action arising
under the Securities
         Act the Court of Chancery of the State of Delaware and the federal
district court for the
 John James
FirstName  LastNameJohn
Fusion Acquisition Corp. James
Comapany
June       NameFusion Acquisition Corp.
     24, 2021
June 24,
Page 3 2021 Page 3
FirstName LastName
         District of Delaware have concurrent jurisdiction, but the disclosure
does not identify the
         federal district courts of the United States as the exclusive forum
for the resolution of any
         complaint asserting a cause of action arising under the Securities
Act. Please revise for
         clarity and consistency. Because the Choice of Forum provision in the
New MoneyLion
         Charter appears to differ from the provision in the Current Charter,
tell us why you have
         not added a proposal allowing shareholders to vote for the proposed
change, pursuant to
         Exchange Act Rule 14a-4(a)(3). If you believe this is not applicable
to the facts here,
         please explain why.
MoneyLion, Inc. Condensed Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheet, page F-44

8.       Please revise to disclose carrying amount and classifications of VIE
assets and liabilities
         on the face of the balance sheet, consistent with your annual
financial statement
         presentation and with ASC 810-10-45-25.
MoneyLion, Inc. Notes to Consolidated Financial Statements
1. Description of Business and Basis of Presentation (as Restated)
Basis of Presentation, page F-63

9.       We note your response to prior comment 12 and related disclosures on
page F-63. Please
         expand your disclosures, in both the annual and interim financial
statements, to quantify
         the gross dollar amount of redemption requests received in each period
as well as the
         dollar amounts of requests received but still unpaid as of each
balance sheet date. In
         addition, given the redemption rights of the IIA investors to receive
all or a portion of
         their capital account, provide us with your accounting analysis,
including references to
         authoritative GAAP literature, explaining your consideration of debt
versus equity
         presentation of those redeemable IIA capital accounts.
4. Receivables, Allowance for Losses on Receivables and Credit Quality
Information, page F-75

10.      We note your response to comment 15 with example journal entries
indicating that the
         membership receivable is directly charged off at day 90 delinquency.
However, your
         disclosure on page F-68 states that membership subscription
receivables are charged off
         when the account is 30 days or more past due. Please reconcile these
statements or clarify
         your disclosures accordingly.
11.      We note your response to prior comment 15. Please address the items
below.
             It appears that you are using a direct write-off method for
membership receivables.
            Provide us with your accounting analysis supporting your approach
under GAAP,
            including references to authoritative GAAP literature.
             Clarify for us whether you use a similar methodology for your
other classes
            receivables. To the extent that you are using different methods for
separate classes of
            receivables, explain why it is appropriate to apply a direct
charge-off policy for one
            class of receivables and an allowance policy for another class of
receivables.
 John James
Fusion Acquisition Corp.
June 24, 2021
Page 4
                We note your disclosure on page F-69 that your policy is to
suspend recognition of
              subscription revenue when the last scheduled subscription payment
is 30 days past
              due or when, in the Company's estimation, the collectability of
the account is
              uncertain. Tell us whether any journal entries are recorded
between day 30 and day
              90, at which point you appear to record a charge-off via the
provision. If journal
              entries are recorded, provide a sample of such entries.
                We note the components of the provision, charge-offs and
recoveries included in the
              allowance for loan losses for all receivables on page F-75.
Revise to disaggregate
              and quantify the amount of the provision, charge-offs and
recoveries for each
              receivable product (e.g., finance receivables, membership
receivables, etc.) for all
              periods presented in the filing.
12.      We note your response to prior comment 16 and related revisions on
page F-75. Please
         revise to address the items below.
             Clarify what "membership offered to individuals" is, which appears
to be included in
              the "Finance receivables" line item, and differentiate this from
what is in the
              "Membership receivables" line.
             Provide a tabular breakout quantifying the components of the
"Finance receivables"
              line item.
13.      We note your response to prior comment 17. Please address the items
below.
             Revise your footnotes for the quarterly period ended March 31,
2021 to include a
            ratio of net charge-offs as a percentage of average financing
receivable balance,
            delinquency detail for each product and a rollforward for your
allowance for loan
            losses.
             Tell us whether you have general and specific components to your
allowance.
             Tell us and revise your disclosures to provide a thorough analysis
supporting the
            reasonableness of the provision and the ending allowance balance
for the annual and
            quarterly periods presented. For example, provide a detailed
discussion of the
            various components and composition of the finance receivables,
aging, ratios, charge-
            off rates and other assumptions used in your determination of the
allowance.
9. Variable Interest Entities, page F-79

14.    We note your response to prior comment 18 and the revised allowance
amount at
       December 31, 2019 on page F-79. Please tell us why the amount changed
compared to
       the prior amendment. In addition, tell us and revise your disclosures to
provide greater
       clarity into the nature and quantify the amount of the adjusting entries
recognized during
FirstName LastNameJohn James
       consolidation referenced in your response. As part of your response,
provide us with
Comapany    NameFusion
       reference          Acquisition
                  to authoritative      Corp.in GAAP to support your treatment
and changes to
                                   literature
       amounts,
June 24, 2021 Pagewhere
                      4 applicable.
FirstName LastName
 John James
FirstName  LastNameJohn
Fusion Acquisition Corp. James
Comapany
June       NameFusion Acquisition Corp.
     24, 2021
June 24,
Page 5 2021 Page 5
FirstName LastName
       You may contact Cara Lubit at 202-551-5909 or Robert Klein at
202-551-3847 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859
with any
other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Finance