September 12, 2024

Richard Correia
President, Chief Financial Officer and Treasurer
MoneyLion, Inc.
249-245 West 17th Street
4th Floor
New York, New York 10011

        Re: MoneyLion, Inc.
            Form 10-K for the Fiscal Year Ended December 31, 2023
            File No. 001-39346
Dear Richard Correia:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2023
General

1.     We refer you to our December 2022 Sample Letter to Companies Regarding
Recent
       Developments in Crypto Asset Markets, located on our website at the
following address:

https:/
/www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets. In
       future filings, please consider the issues identified in the sample
letter as applicable to
       your facts and circumstances, and revise your disclosure accordingly.
Please provide draft
       disclosure.
2.     We note your references throughout to "virtual currencies," "digital
assets,"
       "cryptocurrency" and "crypto assets." We also note your disclosure under
the risk factor
       heading "Risks Relating to Regulation" on page 44 that "[a]s used
herein, the terms
       "cryptocurrency," "crypto asset," "digital asset" and "virtual currency"
are intended to be
       consistent with one another unless specifically noted otherwise." To the
extent you are
       using these terms interchangeably, please revise your disclosure in
future periodic
       reports to use one term. If these terms are instead being used to mean
different things,
       please revise to define each term on first use.
 September 12, 2024
Page 2

Item 1. Business
Our Business Model
Third-Party Providers
Zero Hash, page 11

3.     We note your disclosure that Zero Hash is primarily liable for the
digital asset activities
       associated with MoneyLion Crypto customers, including custody, trading
and pricing of
       crypto assets. Please provide us a detailed analysis supporting whether
or not you have a
       crypto asset safeguarding liability and associated asset through an
agency relationship
       with Zero Hash. Your analysis should include how you considered the
regulatory,
       technological, and legal risks as well as exposure to loss. In your
analysis, describe for us
       both a purchase and holding of crypto assets transaction as well as a
sale of crypto assets
       transaction. For these transactions, explain how they are initiated,
which party controls the
       crypto assets throughout and how cash flows through the various
brokerage accounts.
Regulation of Our Business and Offerings
MoneyLion Crypto: Regulation of Zero Hash, page 15

4.     In future filings please revise to clarify how Zero Hash will custody or
store crypto assets
       purchased by your customers. Without limitation, your disclosure should
address:
           Whether the crypto assets will be held in wallets unique to
individual customers or
           whether they may be comingled in a wallet or wallets with the crypto
assets of
           another customer or any other party;
           For any crypto assets comingled or held in omnibus wallets, describe
how the
           omnibus wallets function, how records of customer accounts are
maintained and how
           disputes among customers to the assets in the wallets are resolved;
           Whether the crypto assets will be held in hot or cold wallets; and
           For any crypto assets held in cold wallets, describe the geographic
location of the
           facilities where the crypto assets are held and describe the
security precautions Zero
           Hash takes in controlling access to crypto assets custodied in cold
wallets.
       Additionally, provide a cross reference to related risk factor
disclosure.
The regulatory regime governing blockchain technologies and digital assets is
uncertain..., page
50

5.     We note the statement that "[r]egulatory guidance... around issues like
whether a digital
       asset may be considered a 'security' under the federal securities laws
has been unclear." In
       future filings please remove or revise this statement in light of the
fact that the legal tests
       are well established by U.S. Supreme Court case law and the Commission
and staff have
       issued reports, orders, and statements that provide guidance on when a
crypto asset may
       be a security for purposes of the U.S. federal securities laws.
 September 12, 2024
Page 3
Item 7. Management's Discussion and Analsyis of Financial Condition and Results
of Operations
Results of Operations for the Twelve Months Ended December 31, 2023 and 2022
Revenues, page 69

6.     Please revise future filings to disclose revenues by the revenue streams
discussed on page
       63 - RoarMoney Banking, Instacash, Membership Programs, Moneylion
Investing, and
       MoneyLion Crypto - and show us what your disclosure will look like for
the periods
       presented in your response. Separately provide this level of revenue
disaggregation in
       your financial statements as required by ASC 606-10-50-5.
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements, page F-8

7.     Please revise future filings to include the disclosure requirements in
ASC 326-20-50 for
       enterprise receivables and show us what your disclosure will look like
in your response.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact David Irving at 202-551-3321 or Mark Brunhofer at
202-551-3638 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at
202-551-3758 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Crypto
Assets