LCAP shareholders have approved the previously
announced business combination at the Special Meeting held on May
18, 2022
Transaction Expected to Close May 20, 2022
Lionheart Acquisition Corporation II (Nasdaq: LCAPU, LCAP,
LCAPW, “Lionheart” or “LCAP”), a publicly traded special purpose
acquisition company, today announced that shareholders of record as
of April 18, 2022 approved the previously announced business
combination (the “Business Combination”) with MSP Recovery, LLC
(“MSP Recovery” or “MSP”) a Medicare, Medicaid, commercial, and
secondary payer reimbursement recovery leader.
Six proposals were considered and voted upon by LCAP’s
stockholders at the special meeting, all of which were approved.
The formal results of the vote will be included in a Current Report
on Form 8-K to be filed by with the U.S. Securities and Exchange
Commission by LCAP.
Pursuant to the Business Combination, at the closing, MSP will
combine with LCAP and the combined company’s name will be MSP
Recovery, Inc. Following the closing, the shares of Class A Common
Stock of the combined company are anticipated to continue to be
traded on Nasdaq under the symbol “MSPR” following the Closing. The
combined company’s public warrants are anticipated to continue to
be traded on Nasdaq under the symbol “LCAPW”, and the new warrants
issued in connection with the previously announced and declared
LCAP dividend are anticipated to commence trading on Nasdaq under
the symbol “MSPRW” when issued. The business combination is
expected to close on May 20, 2022.
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 to help save lives. For more information,
visit: www.msprecovery.com
About Lionheart Acquisition Corporation II 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.
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.
Important Information and Where to Find It In connection
with the Business Combination, LCAP has filed the a Form S-4 with
the SEC (the “Registration Statement”), 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.
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 and statements and the
implied enterprise value and MSP’s expectations with respect to
future performance. There is no guarantee that prospects or results
or the timing of events included or referred to in this
communication, including the continued utilization of LifeWallet,
or that it will save lives, 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 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, operating costs and future business, investment,
holding and sale decisions and costs; the risks that the
anticipated benefits of the launch and adoption of LifeWallet are
not realized or are delayed; 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. 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/20220518006054/en/
For Media: ICR, Inc. MSP@icrinc.com
For Investors: ICR, Inc. Marc Griffin
Marc.Griffin@icrinc.com
Faquiry Diaz Cala Lionheart Acquisition Corp II
fdc@lionheartacquisitioncorp.com
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