Lionheart Acquisition Corporation II (Nasdaq: LCAPU, LCAP and
LCAPW) (“Company”) today announced that its Board of Directors has
declared a dividend in the form of approximately 1,029,000,000
warrants (the “New Warrants”), each to purchase one share of the
Company's Class A Common Stock at $11.50 per share. The issuance of
the New Warrant dividend is conditioned upon the closing (the
“Closing”) of the previously announced proposed business
combination with MSP Recovery, LLC (the “Business Combination”),
pursuant to the Membership Interest Purchase Agreement (as amended,
the “MIPA”) by and among the Company, Lionheart II Holdings, LLC,
the MSP Purchased Companies (as defined in the MIPA) (collectively,
“MSP”), the members of MSP (the “Members”), and John H. Ruiz, in
his capacity as the representative of the Members.
The New Warrant dividend will be issued to the holders of record
of the Class A Common Stock as of the close of business on the date
of Closing, pro rata (or on as nearly a pro rata basis as is
practicable) based on their proportionate ownership of the
then-outstanding shares of Class A Common Stock, in each case after
giving effect to any redemptions by the holders of Class A Common
Stock and the waiver of the right, title and interest in, to or
under, participation in any such dividend by the Members, on behalf
of themselves and any of their designees. Each share of Class A
Common Stock outstanding as of the close of business on the date of
Closing (“Record Date”) will be entitled to New Warrants in an
amount equal to the quotient calculated as (a) 1,029,000,000
divided by (b) (i) the aggregate number of shares of Class A Common
Stock outstanding as of the Record Date less (ii) any shares of
Class A Common Stock held by any Member or any of their respective
designees who may receive Closing Equity Consideration (as defined
in the MIPA) as of the Record Date, with such quotient rounded down
to the nearest whole number. The New Warrants will be issued on the
10th day following the Closing, or on the earliest date reasonably
practicable thereafter. Shares of Class A Common Stock that are
redeemed in connection with the Business Combination will not be
outstanding as of the Record Date, and holders that redeem such
shares will not be eligible to receive New Warrants. As a result,
the number of New Warrants to be distributed is contingent upon,
and will vary with, the aggregate number of shares of Class A
Common Stock that are redeemed in connection with the Business
Combination. The New Warrants will be subject to certain
anti-dilution adjustments and become exercisable 30 days following
the Closing, expiring five years from the date of Closing.
The issuance of the New Warrants, and the shares underlying the
New Warrants, was registered on the Form S-4 filed by the Company
in connection with the Business Combination (the “Registration
Statement”), which was declared effective by the Securities and
Exchange Commission (“SEC”) on May 2, 2022. The Company intends for
the New Warrants to be listed, subject to Nasdaq approval, on the
Nasdaq under the trading symbol “MSPRW.” The Company will issue the
New Warrants pursuant to a warrant agreement, substantially in the
form attached as Annex M to the Registration Statement. A copy of
the Registration Statement relating to the issuance of the New
Warrants and the shares of Class A Common Stock underlying the New
Warrants may be obtained for free, on the SEC website at
www.sec.gov.
The Company also announced today that it has entered into an
amendment (the “Amendment”) to the warrant agreement, dated August
13, 2020 by and between the Company and Continental Stock Transfer
& Trust Company, LLC (the “Existing Warrant Agreement”). The
Amendment permits holders of warrants (the “Existing Warrants”)
issued in connection with the Company’s initial public offering to
exercise the Existing Warrants beginning 10 days following the
Closing (rather than the current 30 days) and on a cashless basis
at the holder’s preference. Pursuant to the anti-dilution
adjustment terms of the Existing Warrant Agreement, the New Warrant
dividend is expected to cause the exercise price of the Existing
Warrants to decrease to $0.0001 after giving effect to the issuance
of the New Warrants. The Company plans to register the issuance of
shares underlying the Existing Warrants and the resale of shares
underlying the New Warrants on a Form S-1 to be filed following the
Closing (the “Form S-1”).
Beginning 10 days following the Closing, holders of Existing
Warrants may exercise their warrants by contacting their broker to
let them know they want to exercise. The Existing Warrant holder’s
broker will then instruct The Depository Trust Company, which will
work with the Company’s warrant agent, Continental Stock Transfer
& Trust Company, on the exercise process. Once the Form S-1 is
declared effective by the Securities and Exchange Commission,
Existing Warrant holders may elect, and instruct their brokers that
they elect, to pay the exercise price of the Existing Warrants by
cash or to exercise pursuant to a cashless exercise. Until the Form
S-1 is declared effective, the Company may issue unrestricted
shares of Class A Common Stock only upon a cashless exercise and
any shares exercised on a “for cash” basis would be subject to
resale restrictions.
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. MSP Recovery provides the healthcare industry with
comprehensive compliance solutions, while innovating technologies
designed to help save lives. 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 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
Business Combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
Business Combination. The Registration Statement was declared
effective by the SEC on May 2, 2022, the definitive proxy
statement/prospectus was filed with the SEC on May 3, 2022 and has
been mailed to the stockholders of LCAP as of April 18, 2022, the
record date established for voting on the Business Combination.
SECURITYHOLDERS OF LCAP ARE URGED TO READ THE REGISTRATION
STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
EXHIBITS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT
MATERIALS RELATING TO THE BUSINESS COMBINATION FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING DECISION
WITH RESPECT TO THE BUSINESS COMBINATION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE 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. LCAP, 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 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/A filed with the SEC on April 7, 2022,
as amended, the proxy statement/prospectus, other relevant
materials filed with the SEC in connection with the 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 LCAP’s and MSP’s expectations with respect to future
performance and anticipated financial impacts of the Business
Combination, the satisfaction or waiver of the closing conditions
to the Business Combination, and the timing of the completion of
the 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 LCAP 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 MIPA;
the outcome of any legal proceedings that may be instituted against
LCAP or MSP or affiliated companies following the announcement of
the Business Combination; the inability to complete the Business
Combination on the expected time frame or at all, including due to
failure to obtain approval of LCAP’s stockholders, certain
regulatory approvals, or the satisfaction of other conditions to
closing in the MIPA; the occurrence of any event, change, or other
circumstance that could give rise to the termination of the MIPA or
could otherwise cause the Business Combination to fail to close;
the inability to obtain or maintain the common stock listing on the
Nasdaq Stock Market following the Business Combination; a delay or
failure to realize the expected benefits of the Business
Combination; the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and
consummation of the Business Combination; the ability to recognize
the anticipated benefits of the 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 and
the definitive proxy statement/prospectus, filed with the SEC in
connection with the 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/20220510006327/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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