LIOT ACQU Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Meeting, the following proposals were submitted to and approved by LCAP's stockholders:
1. Proposal No. 1 - The Business Combination Proposal - To consider and vote
upon a proposal to approve the Membership Interest Purchase Agreement,
dated as of July 11, 2021 (as amended, the "MIPA") by and among the
Company, Lionheart II Holdings, LLC , the MSP Purchased Companies (as
defined in the MIPA, and together with Lionheart II Holdings, LLC ,
collectively, "MSP"), the members of MSP (the "Members"), and John H.
Ruiz, in his capacity as the representative of the Members, and the
transactions contemplated thereby:
For Against Abstain13,845,364 1,325,998 0
Proposal No. 1 was approved, having received the affirmative vote of holders of a majority of the shares of Class A Common Stock and Class B Common Stock represented in person or by proxy and entitled to vote thereon and who voted at the Meeting.
2. Proposal No. 2 - The Nasdaq Proposal - To consider and vote upon a
proposal to approve, for purposes of complying with applicable listing
rules of The Nasdaq Capital Market the issuance of more than 20% of the
issued and outstanding common stock, par value $0.0001 per share, of the
Company and voting power in connection with the transactions pursuant to
the MIPA (the "Business Combination"):
For Against Abstain12,895,634 2,275,728 0
Proposal No. 2 was approved, having received the affirmative vote of holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote thereon and who voted at the Meeting.
3. Proposal No. 3 - The Charter Approval Proposal - To consider and vote
upon a proposal to adopt the Second Amended and Restated Certificate of
Incorporation (the "Proposed Charter"):
For Against Abstain13,845,364 1,325,998 0
Proposal No. 3 was approved, having received the affirmative vote of (i) holders of a majority of the shares of Class A Common Stock then outstanding, voting separately as a single class, (ii) the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, and (iii) the holders of a majority of the shares of Class A Common Stock and Class B Common Stock, voting as a single class, represented in person or by proxy and entitled to vote thereon and who voted at the Meeting.
4. Proposal No. 4 - The Non-Binding Governance Proposals - To consider and
vote upon, on a non-binding advisory basis, the separate proposals with
respect to certain governance provisions in the Proposed Charter in
accordance with the requirements of the Securities and Exchange
Commission :
4a. Change in Authorized Shares - To (i) increase the total number of authorized
shares of capital stock from 111,000,000 shares to 8,760,000,000 shares of
capital stock, (ii) increase the Company's authorized Class A Common Stock from
100,000,000 shares to 5,500,000,000 shares of Class A Common Stock, (iii) create
the shares of the Company's Class V common stock, with a par value of
For Against Abstain 12,279,031 1,438,281 1,454,050
4b. Dual-Class Stock - To provide for a capital structure pursuant to which there are two classes of common stock and in which, subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of outstanding shares of common stock of the Company will vote together as a single class on all matters with respect to which stockholders of the Company are entitled to vote under applicable law, the Proposed Charter or the Amended and Restated Bylaws of the Company (the "Amended and Restated Bylaws"), or upon which a vote of the stockholders generally entitled to vote is otherwise duly called for by the Company; provided, however, that except as may otherwise be required by applicable law, each holder of outstanding shares of common stock of the Company will not be entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of one or more outstanding series of Preferred Stock (including, without limitation, the powers (including voting powers), if any, preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations and restrictions, if any, of such series of Preferred Stock), if the holders of such affected series are entitled, either voting separately as a single class or together as a class with the holders of any other outstanding series of Preferred Stock, to vote thereon pursuant to the Proposed Charter or the Delaware General Corporation Law. In each such vote, the holders of Class A Common Stock and holders of Class V Common Stock will be entitled to one vote per share of Class A Common Stock or Class V Common Stock, respectively, including the election of directors and significant corporate transactions (such as a merger or other sale of the Company or its assets):
For Against Abstain 12,391,314 1,325,998 1,454,050
4c. Removal of Directors - To provide that any director or the entire board of
directors (the "Board") of the company following the consummation of the
Business Combination's (the "
For Against Abstain 12,391,314 1,325,998 1,454,050
4d. Required Stockholder Vote to Amend Certain Sections of the Proposed Charter - To provide that, in addition to any affirmative vote required by applicable law or the Proposed Charter, from and after the Voting Rights Threshold Date, the approval by affirmative vote of the holders of at least 66 2/3% in voting power of the then outstanding shares of the Company generally entitled to vote is required to make any amendment to Article Seventh (Board of Directors) or Article Eighth (Written Consent of Stockholders) of the Proposed Charter:
For Against Abstain 12,391,314 1,325,998 1,454,050
4e. Required Stockholder Vote to Amend the Amended and Restated Bylaws - To provide that, in addition to any affirmative vote required by the Proposed Charter, any bylaw that is to be made, altered, amended or repealed by the stockholders of the Company shall receive, at any time (i) prior to the Voting Rights Threshold Date, the affirmative vote of the holders of at least a majority in voting power of the then outstanding shares of the Company generally entitled to vote, voting together as a single class, and (ii) from and after the Voting Rights Threshold Date, the affirmative vote of the holders of at least 66 2/3% in voting power of the then outstanding shares of stock of the Company generally entitled to vote, voting together as a single class:
For Against Abstain 12,391,314 1,325,998 1,454,050
Proposals No. 4a, 4b, 4c, 4d and 4e were approved, having received the affirmative vote of holders of a majority of the Class A Common Stock and Class B Common Stock represented in person or by proxy and entitled to vote thereon and who voted at the Meeting.
5. Proposal No. 5 - The Director Election Proposal - To consider and vote
upon a proposal to elect seven directors to serve on the Board of
Directors of the Post-Combination Company until the first annual meeting
of stockholders following the Business Combination, in the case of Class
I directors, the second annual meeting of stockholders following the
Business Combination, in the case of Class II directors, and the third
annual meeting of stockholders following the Business Combination, in the
case of Class III directors, and, in each case, until their respective
successors are duly elected and qualified:
Class I Nominees:
a. Roger Meltzer
For Abstain
12,895,481 2,275,881
b. Beatriz Assapimonwait
For Abstain
12,895,484 2,275,878
Class II Nominees:
c. Thomas Hawkins
For Abstain
12,895,481 2,275,881
d. Michael Arrigo
For Abstain
12,895,481 2,275,881
Class III Nominees:
e. Ophir Sternberg
For Abstain
12,895,481 2,275,881
f. John H. Ruiz
For Abstain
12,895,481 2,275,881
g. Frank C. Quesada
For Abstain
13,845,211 1,326,151
All nominees for election to the board of directors of MSP following the consummation of the Business Combination were elected, with the voting results set forth above.
6. Proposal No. 6 - The Incentive Plan Proposal - To consider and vote upon
a proposal to approve and adopt the MSP Recovery, Inc. 2022 Omnibus
Incentive Plan and the material terms thereunder:
For Against Abstain
13,805,364 1,325,998 40,000
Proposal No. 6 was approved, having received the affirmative vote of holders of a majority of the Class A Common Stock and Class B Common Stock represented in person or by proxy and entitled to vote thereon and who voted at the Meeting.
Item 8.01 Other Events.
As previously disclosed on the Current Report on Form 8-K filed by LCAP with the
Pursuant to the terms of the Confirmation, and as previously disclosed in the
Pursuant to the Transaction, CF purchased 1,129,589 shares of Class A Common
Stock prior to the approval of the Business Combination and outside of the
redemption process in connection with the Business Combination, for a purchase
price of
After giving effect to the redemptions in connection with the stockholder approval of the Business Combination, the Company expects to have 2,312,257 Shares held by non-affiliates and 8,712,257 total Shares outstanding as of the closing of the Business Combination.
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