Item 8.01 Other Events
On May 10, 2022, Lionheart Acquisition Corporation II, a Delaware corporation
("LCAP" or the "Company") announced that it would issue approximately
1,029,000,000 new warrants, each to purchase one share of Class A Common Stock
for an exercise price of $11.50 per share (the "New Warrants"), conditioned upon
the consummation of any redemptions by the Company's stockholders and the
closing (the "Closing") of the previously announced business combination (the
"Business Combination") contemplated by that certain Membership Interest
Purchase Agreement, dated as of July 11, 2021 (as amended, the "MIPA"), by and
among the Company, Lionheart II Holdings, LLC, a wholly owned subsidiary of the
Company, each limited liability company set forth on Schedule 2.1(a) to the MIPA
(the "MSP Purchased Companies"), the members of the MSP Purchased Companies
listed on Schedule 2.1(b) to the MIPA (the "Members"), and John H. Ruiz, as the
representative of the Members. As previously announced, the New Warrants will be
issued to holders of the Company's Class A common stock, par value $0.0001, on
the close of business on the date of Closing (such date, the "Closing Date"),
after giving effect to the waiver of the right to receive New Warrants by the
Members, on behalf of themselves and any of their designees.
Following the Closing, the Company's Class A Common Stock will cease trading on
the Nasdaq Capital Market ("Nasdaq CM") under the symbol "LCAP" (CUSIP
53625R104), and begin trading on Nasdaq Global Market ("Nasdaq GM") under the
symbol "MSPR" (CUSIP 553745100) and the Company's warrants, each to purchase one
share of Class A Common Stock at $11.50 per share (the "Existing Warrants"),
will cease trading on the Nasdaq CM under the symbol "LCAPW" and begin trading
on Nasdaq GM under the symbol "MSPRZ" rather than continuing to trade under
"LCAPW" as previously planned.
As previously announced by the Company on May 10, 2022, upon this conversion,
holders of Class A Common Stock traded under "LCAP" immediately prior to the
Closing that did not elect for such shares to be redeemed (such shares, the
"Continuing Shares") in connection with the Business Combination, will be
entitled to receive New Warrants in an amount equal to the product of (a) the
number of Continuing Shares held by such holder multiplied by (b) 118 (the "New
Warrant Ratio") (which represents 118.109463483458, the quotient calculated as
(a) 1,029,000,000 divided by (b) (i) the aggregate number of shares of Class A
Common Stock expected to be outstanding as of the close of business on the
Closing 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 close of business on the Closing Date, with
such quotient then rounded down to the nearest whole number), to be issued as
soon as practicable following the Closing, which is currently estimated to be 10
days following the Closing. Additionally, the Units of the Company trading on
Nasdaq CM under the symbol "LCAPU," each comprised of one share of Class A
Common Stock and one-half of one Existing Warrant, will be split into their
component parts and for each Unit, holders will receive one share of Class A
Common Stock trading under the ticker symbol "MSPR" and one-half of one Existing
Warrant (with any fractional warrant rounded down) in addition to the right to
receive New Warrants in an amount equal to the product of (a) the number of
Units held multiplied by (b) the New Warrant Ratio.
On May 20, 2022, the Company issued a press release in respect of the New
Warrants, a copy of which is attached hereto as Exhibit 99.1.
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.
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Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated May 20, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL)
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