Sec Form 4 Filing - Fusion Sponsor II LLC @ Fusion Acquisition Corp. II - 2023-08-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fusion Sponsor II LLC 2. Issuer Name and Ticker or Trading Symbol Fusion Acquisition Corp. II [ FSNB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FUSION ACQUISITION CORP. II, 667 MADISON AVENUE, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2023 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) 08/29/2023 C 12,500,000 ( 2 ) ( 2 ) Class A Common Stock 12,500,000 $ 0 ( 1 ) 0 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fusion Sponsor II LLC C/O FUSION ACQUISITION CORP. II 667 MADISON AVENUE, 5TH FLOOR NEW YORK, NY10065 X X James John C/O FUSION ACQUISITION CORP. II 667 MADISON AVENUE, 5TH FLOOR NEW YORK, NY10065 X X Chief Executive Officer Signatures /s/ Jordan Leon, Attorney-in-Fact for Fusion Sponsor II LLC 08/30/2023 Signature of Reporting Person Date /s/ Jordan Leon, Attorney-in-Fact for John James 08/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In accordance with the second amended and restated certificate of incorporation of Fusion Acquisition Corp. II ("FSNB"), as amended, Fusion Sponsor II LLC (the "Sponsor") elected to convert 12,500,000 shares of Class B common stock of FSNB, par value $0.0001 per share (the "Class B Common Stock") into shares of Class A common stock of FSNB, par value $0.0001 per share (the "Class A Common Stock") on a one-for-one basis for no consideration. ( 2 )The shares of Class B Common Stock were (i) convertible into shares of Class A Common Stock at the Sponsor's election on a one-for-one basis and (ii) automatically convertible into shares of Class A Common Stock at the time of the closing of FSNB's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date. ( 3 )The Sponsor is the record holder of the securities reported herein. John James is the managing member of the Sponsor. Mr. James has voting and investment discretion with respect to the securities held of record by the Sponsor.

Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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