UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 or OR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~report~~Report (Date of earliest event reported): December ~~October 17~~22, 2023

~~Fusion~~FUSION ~~Acquisition~~ACQUISITION ~~Corp~~CORP. II

(Exact name of registrant as specified in its charter)

Delaware		001-40120		86-1352058
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

667 Madison Avenue, 5th Floor New York, New York		10065
(Address of principal executive offices)		(Zip Code)

1330 Avenue of the Americas, 23rd Floor

~~(212)~~New ~~763-0169 (Registrant’s telephone number~~York, ~~including~~New ~~area~~York ~~code)~~10019

~~Not Applicable~~ (~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address~~offices, ifincluding zip ~~changed since last report~~code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the~~(212) ~~Form 8~~763-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~0169

☐Not ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Applicable

☐(Former ~~Soliciting~~name ~~material~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~14a-12~~changed ~~under~~since last ~~the Exchange Act (17 CFR 240.14a-12~~report)

☐Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K filing ~~communications~~is ~~pursuant~~intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see General ~~CFR~~Instruction ~~240~~A.~~14d-~~2(b. below)):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	FSNB.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	FSNB	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50	FSNB WS	NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Securities ~~3.01.~~registered ~~Notice~~pursuant ~~of Delisting or Failure~~ to ~~Satisfy~~Section a12(b) ~~Continued Listing Rule or Standard; Transfer~~ of ~~Listing.~~the Act:

On October 18, 2023, the New York Stock Exchange (the “NYSE”) notified Fusion Acquisition Corp. II, a Delaware corporation (the “Company”), and publicly announced, that the staff of NYSE Regulation determined to suspend trading immediately and commence proceedings to delist each of (i) the Company’s units, each consisting of one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant, listed to trade on the NYSE under the symbol “FSNB.U” (the Units”) and (ii) the Class A Common Stock (together with the Units, the “Company Securities”), listed to trade on the NYSE under the symbol “FSNB.”

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	FSNB.U	NONE
Class A common stock, par value $0.0001 per share	FSNB	NONE
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	FSNB WS	NONE

The notification states that NYSE Regulation reached its determination pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive thirty-trading day period of at least $40 million.

The notification further states that the Company has a right to a review of NYSE Regulation’s determination by a Committee of the Board of Directors of the NYSE, and that the NYSE will apply to the U.S. Securities and Exchange Commission to delist the Company Securities upon completion of all application procedures, including any appeal by the Company of NYSE Regulation’s determination. The Company will consider all of its options, including its option to pursue a review, in responding to the notification.

The Company anticipates that the Company Securities may be traded over-the-counter following the suspension in trading of the Company Securities on the NYSE.

Item 7.01. Regulation FD Disclosure.

~~As required~~On ~~under~~December ~~the~~22, ~~NYSE’s rules~~2023, Fusion Acquisition Corp. II (the “Company”) issued a press release onannouncing ~~October~~that 20its board of directors has determined to redeem all of its outstanding shares of Class A common stock (the “Public Shares”), effective as of December 28, 2023, ~~announcing~~because the ~~NYSE’s~~Company ~~press~~will not be able ~~release~~to ~~and~~consummate ~~notification,~~an ainitial ~~copy~~business ofcombination ~~which~~within isthe ~~furnished~~time ~~herewith~~period asrequired ~~Exhibit~~by ~~99.1~~its amended and isrestated ~~incorporated~~certificate ~~herein~~of ~~by reference~~incorporation.

~~The information~~As ~~in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~close ~~Exchange Act~~ of ~~1934,~~business ason ~~amended~~December ~~(the “Exchange Act”)~~28, ~~or otherwise subject to liabilities under that section~~2023, the ~~and~~Public ~~shall~~Shares ~~not~~will be deemed tocancelled beand ~~incorporated~~will byrepresent ~~reference~~only ~~into~~ the ~~filings~~rights ofto ~~the~~receive ~~Company under~~ the ~~Securities~~per-share ~~Act~~redemption orprice ~~the Exchange Act, regardless~~ of ~~any general incorporation language in such filings~~approximately $10.67 ~~This~~(after ~~Current~~taking ~~Report~~into onaccount ~~Form~~the ~~8-K~~removal ~~will~~of ~~not~~a beportion ~~deemed~~of ~~an admission as to~~ the ~~materiality~~accrued ofinterest ~~any~~in ~~information of~~ the ~~information~~trust ~~contained~~account into ~~this~~pay ~~Item~~taxes ~~7.01~~and $100,000 for ~~including~~dissolution ~~Exhibit 99~~expenses).1.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated as of October 20, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The following document is attached as an exhibit to this Current Report on Form 8-K.

Exhibit No.		Description
99.1		Press Release, dated December 22, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this Current Report on Form 8-K may be deemed to constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are forward-looking statements, including, without limitation, the redemption of the Company’s Public Shares and the per-share redemption price. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s latest Annual Report on Form 10-K filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FUSION ACQUISITION CORP. II By: /s/ John James Name: John James Title: Chief Executive Officer

	FUSION ACQUISITION CORP. II

	By:	/s/ John James
		Name:	John James
		Title:	Chief Executive Officer

Dated: December 26, 2023

Date: October 20, 2023

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