X0508 4 2023-09-01 true 0001840225 Fusion Acquisition Corp. II FSNB 0001466538 COWEN INC. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0001771015 Cowen Financial Products LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0000048966 COWEN AND COMPANY, LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0001355007 Cowen Holdings, Inc. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0001613404 RCG LV Pearl LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true false Class A Common Stock 2023-09-01 4 J 0 330000 10.43 D 0 I By Cowen and Company, LLC Class A Common Stock 2023-09-01 4 J 0 138648 10.43 D 0 I By Cowen Financial Products LLC This Form 4 is filed jointly by Cowen Inc., Cowen Financial Products LLC ("Cowen Financial"), Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings") and RCG LV Pearl LLC ("RCG", and collectively, the "Reporting Persons"). Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Represents securities owned directly by Cowen and Company. Cowen Holdings is the sole member of Cowen and Company. RCG is the sole owner of Cowen Holdings. Cowen Inc. is the sole member of RCG. In such capacities, each of Cowen Holdings, RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Represents securities owned directly by Cowen Financial. RCG is the sole member of Cowen Financial. Cowen Inc. is the sole member of RCG. In such capacities, each of RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen Financial, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. The Reporting Persons elected to redeem these shares of the Issuer's Class A Common Stock ("Shares") for cash in connection with the Issuer's special meeting of stockholders on 09/01/23. The redemption price is currently being calculated, which the Issuer has estimated to be approximately $10.43 per Share. The Reporting Persons will file an amendment to this Form 4 to disclose the final redemption price if it is materially different from the estimated redemption price reported herein. Cowen and Company's election to redeem 36,400 Shares on 09/01/23 at the estimated redemption price of $10.43, as reported herein, was matchable under Section 16(b) of the Exchange Act with the purchases by Cowen and Company of 36,400 Shares at a price of $10.24 on 04/19/23. Cowen and Company has agreed to deliver a payment to the Issuer, which represents the full amount of the profit realized in connection with these short-swing transactions under Section 16(b) of the Exchange Act, once the final redemption price is known. Cowen Inc., By: /s/ Stephen A. Lasota, Chief Financial Officer 2023-09-06 Cowen Financial Products LLC, By: RCG LV Pearl LLC, sole member, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 2023-09-06 Cowen and Company, LLC, By: Cowen Holdings, Inc., sole member, By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 2023-09-06 Cowen Holdings, Inc., By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 2023-09-06 RCG LV Pearl LLC, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 2023-09-06