MSP Recovery, Inc. Files S-1/A Amendment

TL;DR

<b>MSP Recovery, Inc. has filed an S-1/A amendment, providing updated financial and corporate information.</b>

AI Summary

MSP Recovery, Inc. (MSPRZ) filed a Amended IPO Registration (S-1/A) with the SEC on February 1, 2024. MSP Recovery, Inc. filed an S-1/A amendment on February 1, 2024. The company was formerly known as Lionheart Acquisition Corp. II and Lionheart Acquisition Corp. The filing includes references to various financial statement items and dates, such as 'RetainedEarningsMember' for 2022-06-30 and 'AdditionalPaidInCapitalMember' for 2023-09-30. Specific agreements mentioned include the 'AmendedAndRestatedNomuraPromissoryNoteMember' and 'HazelTransactionsMember CreditAgreement TermLoanAMember'. The filing also references 'ClaimsCostRecoveryRightsMember' and 'MspRecoveryLawFirmMember' in relation to professional fees and cost of claims recoveries.

Why It Matters

For investors and stakeholders tracking MSP Recovery, Inc., this filing contains several important signals. This amendment provides crucial updates for investors and stakeholders regarding the company's financial status and corporate structure, including historical name changes. The detailed financial references indicate ongoing adjustments and reporting requirements, which are important for assessing the company's financial health and operational activities.

Risk Assessment

Risk Level: medium — MSP Recovery, Inc. shows moderate risk based on this filing. The filing is an S-1/A, indicating it's an amendment to a previous registration statement, suggesting potential ongoing issues or required clarifications that elevate the risk profile.

Analyst Insight

Review the specific financial statement details and agreements mentioned in the S-1/A filing to understand the company's current financial position and any material changes.

Key Numbers

• 2024-02-01 — Filing Date (Date of S-1/A filing)
• 2020-07-24 — Name Change Date (Date of name change from Lionheart Acquisition Corp. II)
• 2020-02-05 — Name Change Date (Date of name change from Lionheart Acquisition Corp.)
• 2022-06-30 — Financial Reporting Date (Date for 'RetainedEarningsMember' and 'ScenarioPreviouslyReportedMember')
• 2023-09-30 — Financial Reporting Date (Date for 'AdditionalPaidInCapitalMember' and 'ScenarioAdjustmentMember')
• 2023-11-13 — Subsequent Event Date (Date for 'AmendedAndRestatedNomuraPromissoryNoteMember')
• 2024-01-30 — Subsequent Event Date (Date for 'VirageAmendmentMember')
• 2022-12-31 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

• MSP Recovery, Inc. (company) — Filer name
• Lionheart Acquisition Corp. II (company) — Former company name
• Lionheart Acquisition Corp. (company) — Former company name
• 2701 LE JEUNE ROAD (address) — Business address street 1
• CORAL GABLES (address) — Business address city
• 305.614.2222 (phone) — Business phone
• Nomura (company) — Mentioned in relation to a promissory note
• Hazel (company) — Mentioned in relation to credit agreement

Forward-Looking Statements

• MSP Recovery will face increased scrutiny regarding its related-party transactions due to the detailed disclosures in this S-1/A. (MSP Recovery, Inc.) — medium confidence, target: 2024-12-31
• The restatement adjustments may lead to a re-evaluation of MSP Recovery's historical financial performance by analysts. (MSP Recovery, Inc.) — medium confidence, target: 2024-06-30

FAQ

Risk Factors

• SEC Filing Requirements [medium — regulatory]: The company is subject to ongoing SEC reporting requirements, including amendments to registration statements like this S-1/A.
• Financial Statement Restatements/Adjustments [medium — financial]: References to 'RestatementAdjustmentMember' and 'ScenarioPreviouslyReportedMember' suggest potential historical accounting adjustments or restatements.
• Related Party Transactions [medium — operational]: The filing mentions 'RelatedPartyMember' and 'OtherAffiliatesMember', indicating potential transactions with related parties that require careful scrutiny.

Key Financial Figures

• $0.0001 — of our Class A Common Stock, par value $0.0001 per share that we may issue and sell to
• $250 million — eed to purchase from the Company, up to $250 million of the Company's Class A Common Stock.
• $15.0 million — an aggregate principal amount of up to $15.0 million through three pre-paid advances of $5.0
• $5.0 million — lion through three pre-paid advances of $5.0 million (each a "Pre-Paid Advance") evidenced b
• $5.0 m — to Yorkville in the principal amount of $5.0 million, and on November 16, 2023, Yorkvi
• $8 — tible Note issued on November 14, 2023, $8.0225, (ii) Table of Contents with r
• $3 — tible Note issued on December 11, 2023, $3.7136, and (iii) with respect to the Con
• $1.2860 — may the Conversion Price be lower than $1.2860 (the "Floor Price"). Yorkville, in its
• $1.09 — Class A Common Stock on the Nasdaq was $1.09 per share, the closing price of our Pub
• $0.0501 — losing price of our Public Warrants was $0.0501 per warrant, and the closing price of o
• $0.0033 — e closing price of our New Warrants was $0.0033 per warrant. Investing in our securit

Filing Documents

• lifw-20240201.htm (S-1/A) — 6058KB
• lifw-ex5_1.htm (EX-5.1) — 34KB
• lifw-ex23_1.htm (EX-23.1) — 3KB
• lifw-exfiling_fees.htm (EX-FILING FEES) — 44KB
• img98135138_0.jpg (GRAPHIC) — 36KB
• img98135138_1.jpg (GRAPHIC) — 36KB
• img241897736_0.jpg (GRAPHIC) — 17KB
• 0000950170-24-009771.txt (&nbsp;) — 24106KB
• lifw-20240201.xsd (EX-101.SCH) — 2100KB
• lifw-20240201_htm.xml (XML) — 5810KB

USE OF PROCEEDS

USE OF PROCEEDS 52 THE COMPANY'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, AND RESULTS OF OPERATIONS 53

BUSINESS

BUSINESS 73 MANAGEMENT 76

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 83 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 86 BENEFICIAL OWNERSHIP OF SECURITIES 87 SELLING SECURITYHOLDER 90

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 91 MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS 99 PLAN OF DISTRIBUTION 102 LEGAL MATTERS 104 EXPERTS 104 WHERE YOU CAN FIND MORE INFORMATION 104 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 105 1 Table of Contents ABOUT THIS P ROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using a "shelf" registration process. Under this shelf registration process, we and the Selling Securityholder may, from time to time, issue, offer, and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. The Selling Securityholder may use the shelf registration statement to sell up to 50,000,000 shares of our Class A Common Stock, through any means described in the section entitled " Plan of Distribution ." More specific terms of any securities that the Selling Securityholder offers and sells may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the Class A Common Stock and/or warrants being offered and the terms of the offering. A prospectus supplement may also add, update, or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See " Where You Can Find More Information ." Neither we, nor the Selling Securityholder, has authorized anyone to provide any information or t

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View this S-1/A filing on SEC EDGAR