UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MoneyLion Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
60938K 106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS
StepStone Group LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
25,384,780 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
25,384,780 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,384,780 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | NAMES OF REPORTING PERSONS
AU Special Investment II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
5,086,929 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
5,086,929 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,086,929 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | NAMES OF REPORTING PERSONS
StepStone VC Global Partners VIII-A, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
5,807,227 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
5,807,227 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,807,227 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | NAMES OF REPORTING PERSONS
StepStone VC Global Partners VIII-C, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
380,821 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
380,821 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,821 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | NAMES OF REPORTING PERSONS
StepStone VC Opportunities IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
13,076,884 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
13,076,884 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,076,884 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | NAMES OF REPORTING PERSONS
StepStone SK Special, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,032,919 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,032,919 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,032,919 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| Item 1(a). | Name of Issuer: |
MoneyLion Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
30 West 21st Street, 9th Floor
New York, NY 10010
| Item 2(a). | Names of Persons Filing: |
The name of the persons filing this report (the “Reporting Persons”) are:
| (i) | StepStone Group LP (“StepStone”); |
| (ii) | AU Special Investments II, L.P. (“Special Investments”); |
| (iii) | StepStone VC Global Partners VIII-A, L.P. (“Global Partners VIII-A”); |
| (iv) | StepStone VC Global Partners VIII-C, L.P. (“Global Partners VIII-C”); |
| (v) | StepStone VC Opportunities IV, L.P. (“Opportunities IV”); and |
| (vi) | StepStone SK Special, L.P. (“SK Special”) |
Greenspring FF-GP III, LLC is the general partner of Special Investments, StepStone VC General Partner VIII, L.P. is the general partner of Global Partners VIII-A, StepStone VC General Partner VIII, L.P. is the general partner of Global Partners VIII-C, and StepStone VC Opportunities General Partner IV, L.P. is the general partner of Greenspring Opportunities IV. StepStone is the investment manager of each of Special Investments, Global Partners VIII-A, Global Partners VIII-C, Opportunities IV, and SK Special. StepStone Group Holdings LLC (“StepStone Group Holdings”) is the general partner of StepStone, and StepStone Group Inc. is the sole managing member of StepStone Group Holdings.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is:
4225 Executive Square, Suite 1600
La Jolla, CA 90237
| Item 2(c). | Citizenship: |
Each of the Reporting Persons are limited partnerships organized under the laws of the State of Delaware.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, par value $0.0001 per share (“Common Stock”).
| Item 2(e). | CUSIP Number: |
60938K 106
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 226,177,708 outstanding shares of Class A common stock as reported in the Issuer’s Form 10-Q filed November 15, 2021.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
STEPSTONE GROUP LP
By: StepStone Group Holdings LLC, its General Partner | ||
| By: | /s/ Jennifer Y. Ishiguro | |
Jennifer Y. Ishiguro Chief Legal Officer & Secretary | ||
AU SPECIAL INVESTMENTS II, L.P.
By: StepStone Group LP, its investment manager
By: Stepstone Group Holdings LLC, its General Partner | ||
| By: | /s/ Jennifer Y. Ishiguro | |
Jennifer Y. Ishiguro Chief Legal Officer & Secretary | ||
STEPSTONE VC GLOBAL PARTNERS VIII-A, L.P.
By: StepStone Group LP, its investment manager
By: Stepstone Group Holdings LLC, its General Partner | ||
| By: | /s/ Jennifer Y. Ishiguro | |
Jennifer Y. Ishiguro Chief Legal Officer & Secretary | ||
STEPSTONE VC GLOBAL PARTNERS VIII-C, L.P.
By: StepStone Group LP, its investment manager
By: Stepstone Group Holdings LLC, its General Partner | ||
| By: | /s/ Jennifer Y. Ishiguro | |
Jennifer Y. Ishiguro Chief Legal Officer & Secretary | ||
STEPSTONE VC OPPORTUNITIES IV, L.P.
By: StepStone Group LP, its investment manager
By: Stepstone Group Holdings LLC, its General Partner | ||
| By: | /s/ Jennifer Y. Ishiguro | |
Jennifer Y. Ishiguro Chief Legal Officer & Secretary | ||
STEPSTONE SK SPECIAL, L.P.
By: StepStone Group LP, its investment manager
By: Stepstone Group Holdings LLC, its General Partner | ||
| By: | /s/ Jennifer Y. Ishiguro | |
Jennifer Y. Ishiguro Chief Legal Officer & Secretary | ||
