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                               May 27, 2022

       Rick Correia
       Chief Financial Officer and Treasurer
       MoneyLion Inc.
       30 West 21st Street, 9th Floor
       New York, NY 10010

                                                        Re: MoneyLion Inc.
                                                            Amendment No. 1 to
                                                            Registration
Statement on Form S-1
                                                            Filed May 6, 2022
                                                            File No. 333-263775

       Dear Mr. Correia:

             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 April
19, 2022 letter.

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

       General

   1.                                                   Refer to your response
to comment 1. You state that you are in the process of adding
                                                        Solana to the MoneyLion
Crypto platform and anticipate adding Avalanche. Please
                                                        provide us your
analysis whether either Solana or Avalanche is a "security" within the
                                                        meaning of Section
2(a)(1) of the Securities Act.
       Our process for analyzing whether or not a particular digital asset,
page 30

   2.                                                   Refer to your response
to comment 1. The first clause of the first sentence of the last
                                                        paragraph of this risk
factor tends to obscure the risk presented. Please explicitly state
 Rick Correia
MoneyLion Inc.
May 27, 2022
Page 2
      that your process is a risk-based assessment not binding on regulatory
bodies or the
      courts.
3.    Refer to your response to comment 1. Please describe here your internal
processes for
      determining whether the crypto assets available through MoneyLion Crypto
are not
      securities for purposes of the federal securities laws. Disclose that any
determination you
      make is a risk-based assessment, not a legal standard binding on a
regulatory body or
      court, and does not preclude legal or regulatory action. Address whether
and to what
      extent you consult legal counsel, including obtaining counsel's opinion,
in making these
      determinations. If not, describe the attendant risks.
Business
Our Business Model, page 81

4.    We note your disclosure in the last paragraph on page 83 regarding the
circumstances in
      which Zero Hash is required to indemnify you. Please disclose that Zero
Hash is not
      required to indemnify you or MoneyLion Crypto customers for any risk of
loss related to
      customers    underlying crypto assets, nor does it require Zero Hash to
maintain an
      insurance policy with respect to the crypto assets of MoneyLion Crypto
customers
      custodied with Zero Hash. In this regard, refer to your disclosure in the
second paragraph
      under the risk factor, "States may require that we obtain licenses that
apply to blockchain
      technologies and digital assets," on page 31.
Regulatory Environment, page 87

5.    Please place the discussion in the four full paragraphs on page 92 in a
separately-
      captioned subsection.
       Please contact David Gessert at 202-551-2326 or J. Nolan McWilliams at
202-551-3217
with any questions

       .



                                                            Sincerely,
FirstName LastNameRick Correia
                                                            Division of
Corporation Finance
Comapany NameMoneyLion Inc.
                                                            Office of Finance
May 27, 2022 Page 2
cc:       Byron B. Rooney
FirstName LastName