FSNB.U / Fusion Acquisition Corp. II Units, each consisting of one share of Class A common stock and one-thir - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FSNB / Fusion Acquisition Corp II - Class A / Atlas Merchant Capital LLC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fusion Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 36118N102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

FSNB / Fusion Acquisition Corp II - Class A / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fusion Acquisition Corp. II (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 36118N102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the app

FSNB / Fusion Acquisition Corp II - Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 formfusionsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) Fusion Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36118N102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of

FSNB / Fusion Acquisition Corp II - Class A / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

SC 13G/A 1 fsnba120824.htm BANK OF MONTREAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fusion Acquisition Corp II (Name of Issuer) Class A common stock (Title of Class of Securities) 36118N102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appro

FSNB / Fusion Acquisition Corp II - Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Fusion Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 36118N102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

FSNB / Fusion Acquisition Corp II - Class A / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fusion Acquisition Corp II (Name of Issuer) Common Stock (Title of Class of Securities) 36118N102 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40120 Fusion Acquisition Corp. II (Exact name of registrant as specifie

Fusion Acquisition Corp. II Announces Redemption of Shares

Exhibit 99.1 Fusion Acquisition Corp. II Announces Redemption of Shares NEW YORK, Dec. 22, 2023 (GLOBE NEWSWIRE) - Fusion Acquisition Corp. II today announced that its board of directors (the “Board”) has determined to redeem all of its outstanding shares of Class A common stock (the “Public Shares”), effective as of December 28, 2023, because the Company will not consummate an initial business co

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2023 FUSION ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40120 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Units, each consisting of one share of Class A Common Stock and one-third of one redeemable warrant and its Class A Common Stock (the "Securities") of Fusion Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40020 FUSION ACQUISI

Fusion Acquisition Corp. II Receives Notice from the NYSE Regarding Immediate Suspension in Trading of Securities and Commencement of Delisting Proceedings

Exhibit 99.1 Fusion Acquisition Corp. II Receives Notice from the NYSE Regarding Immediate Suspension in Trading of Securities and Commencement of Delisting Proceedings NEW YORK, October 20, 2023- On October 17, 2023, the New York Stock Exchange (“NYSE”) issued a press release announcing that the staff of NYSE Regulation determined to suspend trading immediately and commence proceedings to delist

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 17, 2023 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2023 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Comm

FSNB / Fusion Acquisition Corp II - Class A / Atlas Merchant Capital LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fusion Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 36118N102 (CUSIP Number) August 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

FSNB / Fusion Acquisition Corp II - Class A / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2023 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of inco

Amended and Restated Convertible Promissory Note, dated as of September 1, 2023, issued to John James.

Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

Amended and Restated Convertible Promissory Note, dated as of September 1, 2023, issued to BOKA Founder LP.

Exhibit 10.3 THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY

Amendment to the Company’s Second Amended and Restated Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUSION ACQUISITION CORP. II Fusion Acquisition Corp. II (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corporation is Fusion Acquisition Corp. II. The orig

Amended and Restated Convertible Promissory Note, dated as of September 1, 2023, issued to the Sponsor.

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2023 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commis

Subscription Agreement, dated as of August 29, 2023, by and between Fusion Acquisition Corp. II, Fusion Sponsor II LLC and Polar Multi-Strategy Master Fund (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40120), filed with the Securities and Exchange Commission on August 30, 2023).

Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of August 29, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Fusion Acquisition Corp. II., a Delaware Corporation (“SPAC”) and Fusion Sponsor II LLC., a Delaware Limited Liability Company (“Sponsor”). Inv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2023 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commis

Hyperloop Transportation Technologies and Fusion Acquisition Corp. II Announce Letter of Intent for a Business Combination

Exhibit 99.1 Hyperloop Transportation Technologies and Fusion Acquisition Corp. II Announce Letter of Intent for a Business Combination New York, NY – August 30, 2023 – Fusion Acquisition Corp. II (NYSE: FSNB) (“Fusion”) today announced that it has signed a non-binding letter of intent (“LOI”) for a business combination transaction with Hyperloop Transportation Technologies Inc. (“HyperloopTT”), a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Form of Non-Redemption Agreement

Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [●], 2023 by and among Fusion Acquisition Corp. II, a Delaware corporation (“SPAC”), Fusion Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”).

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2023 FUSION ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commis

Fusion Acquisition Corp. II Announces Intent to Adjourn Special Meeting

Exhibit 99.1 Fusion Acquisition Corp. II Announces Intent to Adjourn Special Meeting NEW YORK, August 24, 2023 — Fusion Acquisition Corp. II (NYSE: FSNB) (“Fusion” or the “Company”), announced today that it intends to adjourn, without conducting any business, the special meeting of its stockholders (the “Special Meeting”) to be held with respect to, among other things, the approval of amendments t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2023 FUSION ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2023 FUSION ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40120 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

FSNB / Fusion Acquisition Corp II - Class A / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

FSNB / Fusion Acquisition Corp II - Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Fusion Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 36118N102 (CUSIP Number) June 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40120 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

FSNB / Fusion Acquisition Corp II - Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 fsnb20230430.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fusion Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 36118N102 (CUSIP Number) April 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

FSNB / Fusion Acquisition Corp II - Class A / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

FSNB / Fusion Acquisition Corp II - Class A / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fusion Acquisition Corp II (Name of Issuer) Common Stock (Title of Class of Securities) 36118N102 (CUSIP Number) April 19, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Fusion Acquisition Corp. II Receives NYSE Notice Regarding Delayed Form 10-K Filing

Exhibit 99.1 Fusion Acquisition Corp. II Receives NYSE Notice Regarding Delayed Form 10-K Filing NEW YORK, NEW YORK, April 24, 2023 – Fusion Acquisition Corp. II (NYSE: FSNB) (the “Company”) today announced that it received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 FUSION ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 FUSION ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commiss

FSNB / Fusion Acquisition Corp II - Class A / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fusion Acquisition Corp. II (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 36118N102 (CUSIP Number) April 6, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 Fusion Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40120 CUSIP Number: 36118N 102 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Amendment to the Company’s Second Amended and Restated Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUSION ACQUISITION CORP. II Fusion Acquisition Corp. II (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corporation is Fusion Acquisition Corp. II. The orig

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Comm

Convertible Promissory Note, dated as of November 1, 2022, issued to BOKA Founder LP.

EX-10.1 2 ea173957ex10-1fusion2.htm CONVERTIBLE PROMISSORY NOTE, DATED AS OF NOVEMBER 1, 2022, ISSUED TO BOKA FOUNDER LP Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2022 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commi

FSNB / Fusion Acquisition Corp. II / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234574-13sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Fusion Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (t

FSNB / Fusion Acquisition Corp. II / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fusion Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 36118N102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

FSNB / Fusion Acquisition Corp. II / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gafusionacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Fusion Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36118N102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this St

FSNB / Fusion Acquisition Corp. II / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

SC 13G 1 fsnb20123.htm BANK OF MONTREAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fusion Acquisition Corp II (Name of Issuer) Class A common stock (Title of Class of Securities) 36118N102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 pre14a0123fusionacq.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40120 FUSION A

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40120 FUSION ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the three months ended March 31, 2022 ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the three months ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40120 FUSION ACQUISITI

FSNB / Fusion Acquisition Corp. II / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fusion Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 36118N102 (CUSIP Number) April 27, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Description of Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Fusion Acquisition Corp. II.?s (the ?Company,? ?we? or ?us?) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s second amended and restated certificate of incorporation (?amended and restated certificate of incorporation?) and the Company?s bylaw

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D .C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D .C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40020 FUSION ACQUIS

FSNB / Fusion Acquisition Corp. II / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Fusion Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 36118N102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

FSNB / Fusion Acquisition Corp. II / CITADEL ADVISORS LLC - FUSION ACQUISITION CORP. II Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Fusion Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities

FSNB / Fusion Acquisition Corp. II / Fusion Sponsor II LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Fusion Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 36118N 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Joint Filing Agreement, dated as of February 9, 2022, by and between Fusion Sponsor II LLC and John James.

Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 9th day of February 2022, by and between Fusion Sponsor II LLC and John James.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 11, 2021 (inception) t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 11, 2021 (inception) to September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 11, 2022 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commi

Convertible Promissory Note, dated as of December 3, 2021, issued to John James.

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2021 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 11, 2021 (inception) to September 30, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 11, 2021 (inception) to September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 11, 2021 (inception) to June 30, 2021 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 11, 2021 (inception) to June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

FSNB / Fusion Acquisition Corp. II / CITADEL ADVISORS LLC - FUSION ACQUISITION CORP. II Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Fusion Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 36118N102 (CUS

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Fusion Acquisition Corp. II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 11, 2021 (inception) to March 31, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 11, 2021 (inception) to March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2021 FUSION ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commissio

Fusion Acquisition Corp. II Receives NYSE Notice Regarding Delayed Form 10-Q Filing

Exhibit 99.1 Fusion Acquisition Corp. II Receives NYSE Notice Regarding Delayed Form 10-Q Filing New York, New York, June 2, 2021 ? Fusion Acquisition Corp. II (NYSE: FSNB) (the ?Company?) today announced that it received a notice from the New York Stock Exchange (the ?NYSE?) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40120 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Fusion Acquisition Corp. II Announces the Separate Trading of its Common Stock and Warrants, Commencing April 19, 2021

Exhibit 99.1 Fusion Acquisition Corp. II Announces the Separate Trading of its Common Stock and Warrants, Commencing April 19, 2021 New York, NY ? April 13, 2021 ? Fusion Acquisition Corp. II (NYSE: FSNB.U) (the ?Company?) today announced that, commencing April 19, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade shares of the Company?s common

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2021 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commiss

FUSION ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 FUSION ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT PAGE Audited Financial Statement of Fusion Acquisition Corp. II: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 2, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Fusion Acquisition Corp. II

Convertible Promissory Note, dated as of March 5, 2021, issued to Fusion Sponsor II LLC.

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2021 FUSION ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40120 86-1352058 (State or other jurisdiction of incorporation) (Commissi

Fusion Acquisition Corp. II Announces Pricing of $435 Million Initial Public Offering

Exhibit 99.1 Fusion Acquisition Corp. II Announces Pricing of $435 Million Initial Public Offering New York, NY - February 25, 2021 ? Fusion Acquisition Corp. II (the ?Company?) today announced the pricing of its initial public offering of 43,500,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (?NYSE?) and trade under the ticker symbol ?FSNB.U? begi

Letter Agreement among the Company, its executive officers, it directors and the Sponsor, dated as of February 25, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40020), filed with the Securities and Exchange Commission on March 2, 2021).

Exhibit 10.1 February 25, 2021 Fusion Acquisition Corp. II 667 Madison Avenue, 5th Floor New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and

$435,000,000 Fusion Acquisition Corp. II 43,500,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252265 and 333-253553 $435,000,000 Fusion Acquisition Corp. II 43,500,000 Units Fusion Acquisition Corp. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2021 FUSION ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40020 (Commission File

Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40020), filed with the Securities and Exchange Commission on March 2, 2021).

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 25, 2021, is by and between Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is en

Underwriting Agreement, dated February 25, 2021, by and among the Company and Wells Fargo Securities, LLC and Guggenheim Securities, LLC, as representatives of the several underwriters.

Exhibit 1.1 UNDERWRITING AGREEMENT between FUSION ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: February 25, 2021 FUSION ACQUISITION CORP. II UNDERWRITING AGREEMENT New York, New York February 25, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Fusion Acquisition

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40020), filed with the Securities and Exchange Commission on March 2, 2021).

Exhibit 3.1 SECOND Amended AND RESTATED CERTIFICATE OF INCORPORATION OF fusion acquisition corp. II February 25, 2021 Fusion Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Fusion Acquisition Corp. II? The original certificate of incorporation was filed with th

Private Placement Warrants Purchase Agreement, dated February 25, 2021, by and between the Company and Fusion Sponsor II LLC.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and Fusion Sponsor II LLC, a Delaware limited liability

Administrative Service Agreement, dated as of February 25, 2021, by and between the Company and Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-40020), filed with the Securities and Exchange Commission on March 2, 2021).

Exhibit 10.5 FUSION ACQUISITION CORP. II 667 Madison Avenue, 5th Floor New York, NY 10065 February 25, 2021 Fusion Sponsor II LLC 667 Madison Avenue, 5th Floor New York, NY 10065 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among Fusion Acquisition Corp. II (the ?Company?) and Fusion Sponsor II LLC (the ?Sponsor?), dated as of the date

Investment Management Trust Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 25, 2021 by and between Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-2

Registration Rights Agreement, dated February 25, 2021, by and among the Company, Sponsor and the holders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-40020), filed with the Securities and Exchange Commission on March 2, 2021).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 25, 2021, is made and entered into by and among Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), Fusion Sponsor II LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?Holders? (each su

Fusion Acquisition Corp. II Announces Closing of $500 Million Initial Public Offering

Exhibit 99.2 Fusion Acquisition Corp. II Announces Closing of $500 Million Initial Public Offering New York, NY ? March 2, 2021 ? Fusion Acquisition Corp. II (NYSE: FSNB.U) (the ?Company?) today announced that it closed its initial public offering of 50,000,000 units, including 6,500,000 units issued pursuant to the exercise by the underwriters of their over-allotment option. The offering was pric

- NEW REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 25, 2021 Registration No.

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 86-1352058 (State of incorporation or organization) (I.R.S. Employer Identification No.) 667 Madison Av

-

February 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Thomas Jones Re: Fusion Acquisition Corp. II Registration Statement on Form S-1 Filed January 20, 2021, as amended File No. 333-252265 Dear Mr. Jones, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Act?), the undersigned he

-

Fusion Acquisition Corp. II 667 Madison Avenue, 5th Floor New York, New York 10065 February 23, 2021 VIA EDGAR Thomas Jones Office of Manufacturing U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Fusion Acquisition Corp. II Registration Statement on Form S-1 Filed January 20, 2021, as amended File No. 333-252265 Dear Mr. Jones:

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February [?], 2021 by and between Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-

Form of Second Amended and Restated Certificate of Incorporation.

Exhibit 3.3 FORM OF SECOND Amended AND RESTATED CERTIFICATE OF INCORPORATION OF fusion acquisition corp. II February [?], 2021 Fusion Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Fusion Acquisition Corp. II? The original certificate of incorporation was file

Form of Private Placement Warrants Purchase Agreement between the Registrant and Fusion Sponsor II LLC.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and Fusion Sponsor II LLC, a Delaware limited liability

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February [?], 2021, is by and between Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is e

Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUSION ACQUISITION CORP. II February 18, 2021 Fusion Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Fusion Acquisition Corp. II?. The original certificate of incorporation of the Corporation was fil

- AMENDMENT NO. 2 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on February 19, 2021. Registration No. 333-252265 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1352058 (State or other jurisdiction

Form of Registration Rights Agreement among the Registrant, Fusion Sponsor II LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February [?], 2021, is made and entered into by and among Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), Fusion Sponsor II LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?Holders? (each s

Form of Underwriting Agreement.

Exhibit 1.1 UNDERWRITING AGREEMENT between FUSION ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: February [ ], 2021 FUSION ACQUISITION CORP. II UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Fusion Acquisition Corp. I

Form of Letter Agreement among the Registrant, Fusion Sponsor II LLC and each of the executive officers and directors of the Registrant.

Exhibit 10.1 February [?], 2021 Fusion Acquisition Corp. II 667 Madison Avenue, 5th Floor New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Amendment No. 1 to the Form S-1 (File No. 333-240333), filed with the Securities and Exchange Commission on February 16, 2021).

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW FUSION ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registere

Form of Code of Business Conduct and Ethics.

Exhibit 14 FUSION ACQUISITION CORP. II CODE OF BUSINESS CONDUCT AND ETHICS Effective [ ], 2021 I. Introduction The Board of Directors (the ?Board?) of Fusion Acquisition Corp. II has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 6 fs12021a1ex4-4fusionacq2.htm FORM OF WARRANT AGREEMENT Exhibit 4.4 Execution Version WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February [●], 2021, is by and between Fusion Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Amendment No. 1 to the Form S-1 (File No. 333-240333), filed with the Securities and Exchange Commission on February 16, 2021).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] FUSION ACQUISITION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of Class A common stock, par valu

Form of Administrative Services Agreement between the Registrant and Fusion Sponsor II LLC.

Exhibit 10.8 Execution Version FUSION ACQUISITION CORP. II 667 Madison Avenue, 5th Floor New York, NY 10065 February [?], 2021 Fusion Sponsor II LLC 667 Madison Avenue, 5th Floor New York, NY 10065 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among Fusion Acquisition Corp. II (the ?Company?) and Fusion Sponsor II LLC (the ?Sponsor?), d

Form of Letter Agreement among the Registrant, Fusion Sponsor II LLC and each of the executive officers and directors of the Registrant.

Exhibit 10.1 Execution Version February [?], 2021 Fusion Acquisition Corp. II 667 Madison Avenue, 5th Floor New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Fusion Acquisition Corp. II, a Delaware corporation (t

-

February 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February [?], 2021 by and between Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form

Amended and Restated Certificate of Incorporation.

Exhibit 3.2 FORM OF Amended AND RESTATED CERTIFICATE OF INCORPORATION OF fusion acquisition corp. II February [?], 2021 Fusion Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Fusion Acquisition Corp. II? The original certificate of incorporation was filed with

- REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on February 16, 2021. Registration No. 333-252265 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1352058 (State or other jurisdiction

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Amendment No. 1 to the Form S-1 (File No. 333-240333), filed with the Securities and Exchange Commission on February 16, 2021).

Exhibit 10.5 Execution Version INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of February [?], 2021, by and between Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are

Form of Private Placement Warrants Purchase Agreement between the Registrant and Fusion Sponsor II LLC.

Exhibit 10.4 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), and Fusion Sponsor II LLC, a Delaware

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Amendment No. 1 to the Form S-1 (File No. 333-240333), filed with the Securities and Exchange Commission on February 16, 2021).

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] FUSION ACQUISITION CORP. II CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the ?Common Stock?), of Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), transferable on the books of the Company in person or by

Form of Registration Rights Agreement among the Registrant, Fusion Sponsor II LLC and the Holders signatory thereto.

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February [?], 2021, is made and entered into by and among Fusion Acquisition Corp. II, a Delaware corporation (the ?Company?), Fusion Sponsor II LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under

Securities Subscription Agreement between the Registrant and Fusion Sponsor II LLC.*

EX-10.7 5 fs12021ex10-7fusionacq2.htm SECURITIES SUBSCRIPTION AGREEMENT Exhibit 10.7 Fusion Acquisition Corp. II 667 Madison Avenue, 5th Floor New York, NY 10065 January 11, 2021 Fusion Sponsor II LLC 667 Madison Avenue, 5th Floor New York, NY 10065 RE: Securities Subscription Agreement Ladies and Gentlemen: Fusion Acquisition Corp. II, a Delaware corporation (the “Company”, “we” or “us”), is plea

Power of Attorney (included on signature page to the initial filing of this Registration Statement).*

As filed with the U.S. Securities and Exchange Commission on January 20, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fusion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1352058 (State or other jurisdiction of incorporation or organ

Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on the Form S-1 (File No. 333-240333), filed with the Securities and Exchange Commission on January 20, 2021).

EX-3.5 3 fs12021ex3-5fusionacq2.htm BYLAWS Exhibit 3.5 BYLAWS OF FUSION ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as

Consent of James Ross.*

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Fusion Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fusion Acq

Certificate of Incorporation.*

EX-3.1 2 fs12021ex3-1fusionacq2.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF FUSION ACQUISITION CORP. II January 11, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of

Consent of Ben Buettell.*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Fusion Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fusion Acq

Consent of Kelly Driscoll.*

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Fusion Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fusion Acq

Promissory Note issued to Fusion Sponsor II LLC.*

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY