Filing of
Registration Statement on Form S-4 Provides Historical Financial
Data
MSP Recovery, LLC (“MSP Recovery” or “MSP”), the industry leader
in Medicare, Medicaid, commercial, and secondary payer
reimbursement recovery, and Lionheart Acquisition Corporation II
(“Lionheart” or “LCAP”) (Nasdaq: LCAP), a blank check company,
today announced that LCAP has filed with the U.S. Securities and
Exchange Commission (“SEC”) in preliminary form a registration
statement on Form S-4 (the “Registration Statement”) which contains
a preliminary proxy statement/prospectus, in connection with the
proposed business combination between LCAP and MSP Recovery
announced on July 12, 2021. While the Registration Statement has
not yet become effective and the information contained therein is
subject to change, it provides important information about MSP
Recovery, LCAP, and the proposed business combination.
LCAP’s common stock, units and warrants are currently traded on
NASDAQ under the symbols “LCAP,” “LCAPU” and “LCAPW,” respectively.
In connection with the closing of the proposed business
combination, LCAP intends to change its name to “MSP Recovery,
Inc.” and remain listed on NASDAQ under the new symbol “MSPR.” The
proposed business combination has been unanimously approved by the
Board of Directors of LCAP and is expected to occur in the first
quarter of 2022, subject to approval by LCAP’s stockholders, the
Registration Statement being declared effective by the SEC and
other customary closing conditions.
A link to the filing is available under the “SEC Filings”
section of the Lionheart website at
www.lionheartacquisitioncorp.com/sec-filings. The filing can also
be viewed on the SEC’s website at www.sec.gov.
About MSP Recovery
Founded in 2014, MSP Recovery has become a Medicare, Medicaid,
commercial, and secondary payer reimbursement recovery leader,
disrupting the antiquated healthcare reimbursement system with
data-driven solutions to secure recoveries against responsible
parties, while providing the industry with comprehensive compliance
solutions. For more information, visit: www.msprecovery.com.
About LCAP
Lionheart Acquisition Corporation II is a blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. For more
information, visit: www.LCAP2.com.
Important Information and Where to Find It
In connection with the proposed business combination, LCAP has
filed the Registration Statement with the SEC, which includes a
preliminary proxy statement/prospectus of LCAP. This document does
not contain all the information that should be considered
concerning the proposed business combination and is not intended to
form the basis of any investment decision or any other decision in
respect of the proposed business combination. After the
Registration Statement has been declared effective, a definitive
proxy statement/prospectus will be mailed to the stockholders of
LCAP as of the record date established for voting on the proposed
business combination. SECURITYHOLDERS OF LCAP ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS AND, WHEN AVAILABLE, THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL EXHIBITS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS
RELATING TO THE PROPOSED BUSINESS COMBINATION FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING DECISION
WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.
LCAP’s stockholders are able to obtain copies of such documents,
without charge, at the SEC’s website at www.sec.gov, or by
directing a request to: Lionheart Acquisition Corporation II, 4218
NE 2nd Avenue, Miami, Florida 33137.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
THEREIN.
Participants in the Solicitation of Proxies
This communication is not a solicitation of a proxy from any
investor or securityholder. Lionheart, MSP, and their respective
directors, executive officers and other members of their management
and employees, including Ophir Sternberg, John Ruiz and Frank
Quesada, may, under SEC rules, be deemed to be participants in the
solicitation of proxies of LCAP’s stockholders in connection with
the proposed business combination. Investors and securityholders
may obtain more detailed information regarding the names,
affiliations and interests of LCAP’s directors and executive
officers in LCAP’s Annual Report on Form 10-K filed with the SEC on
March 31, 2021, as amended, the proxy statement/prospectus, other
relevant materials filed with the SEC in connection with the
proposed business combination when they become available, and other
reports filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
No offer or offering of equity interests or securities of any
kind is being made, conducted or extended at this time. This
communication is for informational purposes only and does not
constitute or include an offer to sell, or a solicitation of an
offer to purchase or subscribe for, equity interests or securities
of any kind or a solicitation of any vote of approval, nor shall
there be any sale, issuance or transfer of any such securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction. Any such offer or
solicitation will be made only in connection with the delivery of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended (“Securities Act”), or exemptions therefrom.
Cautionary Note Regarding Forward Looking Statements
This communication includes forward looking statements within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 21E of the Securities Exchange Act of
1934, as amended (“Exchange Act”) and Section 27A of the Securities
Act, which include information relating to future events, future
financial performance, strategies, expectations, competitive
environment, regulation and availability of resources and involve
known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to be
materially different from any future results, performances or
achievements expressed or implied by the forward-looking
statements. These statements are often accompanied with or by words
such as “expects,” “plans,” “projects,” “forecasts,” “estimates,”
“intends,” “expects,” “anticipates,” “seeks,” “targets,”
“continues,” “believes,” “opinion,” “will,” “could,” “future,”
“growth,” or “may” (or the negatives thereof) or other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These forward
looking statements include, but are not limited to, statements
regarding MSP’s plans, goals and objectives, forecasts, budgets or
projections and any related assumptions, statements and projections
regarding projected MSP claims by paid amounts, projected recovery
percentages, forecasts relating to key revenue drivers, earnings
growth, gross and cumulative recoveries and the implied enterprise
value and Lionheart’s and MSP’s expectations with respect to future
performance and anticipated financial impacts of the proposed
business combination, the satisfaction or waiver of the closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. There is no
guarantee that prospects or results or the timing of events
included or referred to in this communication will be achieved or
that MSP will be able to implement successfully its investment
strategy or achieve its investment objectives or return targets.
Accordingly, we caution you against relying on forward-looking
statements. Forward looking statements also are subject to a number
of significant risks and uncertainties that could cause the actual
results to differ materially, and potentially adversely, from those
express or implied in the forward-looking statements. These
statements are based on various assumptions, whether or not
identified in this communication, and on the current expectations
of management and are not predictions of actual performance. Actual
events and circumstances are difficult or impossible to predict and
may differ from assumptions, and such differences may be material.
Many actual events and circumstances are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, and are beyond the control of MSP and Lionheart and
are difficult to predict. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Factors that may cause such differences
include, but are not limited to, the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the Membership Interest Purchase Agreement (the
“Agreement”); the outcome of any legal proceedings that may be
instituted against Lionheart or MSP or affiliated companies
following the announcement of the proposed business combination;
the inability to complete the proposed business combination on the
expected time frame or at all, including due to failure to obtain
approval of Lionheart’s stockholders, certain regulatory approvals,
or the satisfaction of other conditions to closing in the
Agreement; the occurrence of any event, change, or other
circumstance that could give rise to the termination of the
Agreement or could otherwise cause the proposed business
combination to fail to close; the inability to obtain or maintain
the common stock listing on the Nasdaq Stock Market following the
proposed business combination; a delay or failure to realize the
expected benefits of the proposed business combination; the risk
that the proposed business combination disrupts current plans and
operations as a result of the announcement and consummation of the
proposed business combination; the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things: future economic, financial,
lending, competitive and market conditions, including healthcare
spending fluctuations; future costs of and returns on capital;
leverage and lending costs and terms; operating costs and future
business, investment, holding and sale decisions and costs; the
risks associated with MSP’s business, including, among others,
MSP’s ability to capitalize on its assignment agreements and
recover monies that were paid by the assignors; litigation results;
the validity of the assignments of claims to MSP; a determination
that MSP’s claims are not reasonable, related or necessary; the
failure of MSP’s clients to renew their agreements with MSP (or
terminate those agreements early); MSP’s claims being within
applicable statutes of limitations; the inability to successfully
expand the scope of MSP’s claims or obtain new data and claims from
MSP’s existing assignor base or otherwise; the limited number of
MSP’s assignors and the associated concentration of MSP’s current
and future potential revenue; internal improvements to claims and
retail billing processes by MSP’s clients that reduce the need for
and revenue generated by MSP’s products and services; healthcare
spending fluctuations; programmatic changes to the scope of
benefits and limitations to payment integrity initiatives that
reduce the need for MSP’s services; delays in implementing MSP’s
services to its claims; system interruptions or failures;
cyber-security breaches and other disruptions that could compromise
MSP’s data; MSP’s failure to maintain or upgrade its operational
platforms; MSP’s failure to innovate and develop new solutions, or
the failure of those solutions to be adopted by MSP’s existing and
potential assignors; MSP’s failure to comply with applicable
privacy, security and data laws, regulations and standards,
including with respect to third party providers; changes in
legislation related to healthcare programs and policies; changes in
the healthcare market; negative publicity concerning healthcare
data analytics and payment accuracy; competition; successfully
protecting MSP’s intellectual property rights; the risk that third
parties may allege infringement of their intellectual property;
changes in the healthcare regulatory environment and the failure to
comply with applicable laws and regulations or the increased costs
associated with any such compliance; failure to manage MSP’s
growth; the inability to attract and retain key personnel; MSP’s
reliance on its senior management team and key employees and the
loss it could sustain if any of those employees separated from the
business; the failure of vendors and providers to deliver or
perform as expected, or the loss of such vendors or providers;
MSP’s geographic concentration; MSP’s relatively limited operating
history, which makes it difficult to evaluate its current or future
business prospects; the impact of the ongoing COVID-19 pandemic;
and the risk that MSP may not be able to develop and maintain
effective internal controls. The foregoing list of factors is not
exhaustive. If any of these risks materialize or MSP’s assumptions
prove incorrect, actual results may differ materiality from the
results implied by these forward-looking statements. There may be
additional risks that we do not presently know or currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. The foregoing
list of factors is not exclusive. Additional information concerning
certain of these and other risk factors is contained in LCAP’s most
recent filings with the SEC and in the Registration Statement,
including the preliminary proxy statement/prospectus (and, when
available, the definitive proxy statement/prospectus), filed with
the SEC in connection with the proposed business combination. This
communication speaks only as of the date indicated, and the
statements, expressions, information and data included therein may
change and may become stale, out-of-date or no longer applicable.
We do not have, and do not undertake, any obligation to update,
amend or revise this communication (or to provide new, amended or
revised materials), including with respect to any forward-looking
statements, whether as a result of new information, future events,
changed plans or circumstances or any other reason, except as
required by law. The communication should not be relied upon as
representing our assessments as of any date subsequent to the date
of this communication. Accordingly, undue reliance should not be
placed upon the communication, including the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211111005656/en/
For Media: ICR, Inc. MSP@ICRinc.com
For Investors: ICR, Inc. Marc Griffin
Marc.Griffin@ICRinc.com
Lionheart Acquisition Co... (NASDAQ:LCAPW)
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