MIAMI–(Company WIRE)–May 20, 2022–
Lionheart Acquisition Corporation II (Nasdaq: LCAPU, LCAP and LCAPW) (“Company”) announces a clarification on the issuance of New Warrants, as earlier declared in connection with its business enterprise combination with MSP Recovery, LLC (the “Business Combination”).
Adhering to the closing of the Enterprise Blend (the “Closing”), which is now predicted to arise on Could 23, 2022, the Company’s Class A Widespread Inventory will cease trading on the Nasdaq Capital Market place (“Nasdaq CM”) under the symbol “LCAP” (CUSIP 53625R104), and start off buying and selling on Nasdaq International Current market (“Nasdaq GM”) underneath the image “MSPR” (CUSIP 553745100) and the Company’s warrants, each individual to purchase just one share of Class A Frequent Inventory at $11.50 for every share (the “Existing Warrants”), will stop buying and selling on the Nasdaq CM beneath the symbol “LCAPW” and commence investing on Nasdaq GM below the image “MSPRZ” alternatively than continuing to trade under “LCAPW” as previously planned.
Upon this conversion, for every single share of Course A Typical Stock traded underneath “LCAP” immediately prior to the Closing that did not elect to be redeemed (the “Continuing Shares”) in relationship with the Enterprise Blend, holders will receive just one share of Course A Frequent Stock traded below “MSPR” and the appropriate to receive New Warrants in an sum equal to the item of (a) the range of Continuing Shares held multiplied by (b) 118.109463483458 (the “New Warrant Ratio”), to be issued as quickly as practicable next the Closing, which is now believed to be 10 days pursuing the Closing. On top of that, the Models of the Enterprise trading on Nasdaq CM less than the image “LCAPU,” every comprised of one share of Course A Widespread Stock and one particular-50 % of 1 Existing Warrant, will be break up into their component pieces and for every single Unit, holders will receive a single share of Class A Prevalent Inventory buying and selling under the ticker image “MSPR” and a person-50 % of a person Existing Warrant (with any fractional warrant rounded down) in addition to the ideal to obtain New Warrants in an amount of money equivalent to the product of (a) the quantity of Models held multiplied by (b) the Warrant Ratio.
The Warrant Ratio was calculated based mostly on the beforehand disclosed intent to issue close to 1,029,000,000 New Warrants pro rata (or on as virtually a pro rata basis as is practicable) to the holders of the Company’s Class A Frequent Inventory, on the near of company on the closing date, based on their proportionate possession of the then-fantastic shares of Class A Popular Inventory, in each circumstance immediately after offering result to any redemptions by the holders of Class A Popular Stock, the conversion of the Company’s Course B Common Inventory to Class A Common Stock, and the separation of Units into their element elements, which resulted in an envisioned 8,712,257 shares of Class A Typical Stock.
The New Warrants are each individual exercisable for a person share of Class A Widespread Inventory at an exercising selling price of $11.50 for every share and will be issue to particular anti-dilution adjustments and come to be exercisable 30 times adhering to the Closing, expiring 5 decades from the day of Closing. The issuance of the New Warrants, and the shares underlying the New Warrants, was registered on the Sort S-4 submitted by the Corporation in connection with the Small business Mix (the “Registration Statement”), which was declared powerful by the Securities and Exchange Commission (“SEC”) on May possibly 2, 2022. The Company intends for the New Warrants to be detailed, issue to Nasdaq approval, on the Nasdaq GM less than the buying and selling image “MSPRW” upon issuance. The Organization will issue the New Warrants pursuant to a warrant agreement, significantly in the variety connected as Annex M to the Registration Assertion. A copy of the Registration Statement relating to the issuance of the New Warrants and the shares of Course A Typical Inventory fundamental the New Warrants might be acquired for free, on the SEC web page at www.sec.gov.
About MSP Recovery
Started in 2014, MSP Restoration has grow to be a Medicare, Medicaid, professional, and secondary payer reimbursement recovery leader, disrupting the antiquated health care reimbursement system with facts-driven remedies to secure recoveries from responsible events. MSP Recovery presents the healthcare sector with detailed compliance solutions, although innovating systems built to support preserve lives. For much more facts, check out: www.msprecovery.com.
Lionheart Acquisition Company II is a blank check out business fashioned for the function of effecting a merger, money stock exchange, asset acquisition, stock order, reorganization or very similar organization mix with 1 or a lot more companies. For far more facts, pay a visit to: www.LCAP2.com.
Vital Details and Exactly where to Find It
In relationship with the Business Combination, LCAP has filed the Registration Statement with the SEC, which contains a preliminary proxy statement/prospectus of LCAP. This doc does not contain all the details that ought to be thought of regarding the Enterprise Mix and is not supposed to type the foundation of any expenditure choice or any other selection in respect of the Small business Combination. The Registration Assertion was declared successful by the SEC on May well 2, 2022, the definitive proxy assertion/prospectus was submitted with the SEC on May perhaps 3, 2022. LCAP’s stockholders are capable to acquire copies of these paperwork, without having demand, at the SEC’s internet site at www.sec.gov, or by directing a ask for to: Lionheart Acquisition Corporation II, 4218 NE 2nd Avenue, Miami, Florida 33137.
Financial investment IN ANY SECURITIES Explained HEREIN HAS NOT BEEN Accepted OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY Handed Upon OR ENDORSED THE Merits OF THE Precision OR ADEQUACY OF THE Information and facts CONTAINED THEREIN.
Individuals 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, government officers and other members of their administration and personnel, together with Ophir Sternberg, John Ruiz and Frank Quesada, could, under SEC rules, be deemed to be participants in the solicitation of proxies of LCAP’s stockholders in connection with the Small business Blend. Traders and securityholders may get hold of additional comprehensive information about the names, affiliations and passions of LCAP’s directors and government officers in LCAP’s Once-a-year Report on Type 10-K/A submitted with the SEC on April 7, 2022, as amended, the proxy assertion/prospectus, other suitable components submitted with the SEC in relationship with the Enterprise Mix when they turn into out there, and other reviews filed with the SEC. These paperwork can be attained totally free of charge from the sources indicated higher than.
No Provide or Solicitation
No provide or giving of fairness pursuits or securities of any sort is becoming created, conducted or prolonged at this time. This communication is for informational uses only and does not constitute or involve an offer you to promote, or a solicitation of an supply to acquire or subscribe for, equity passions or securities of any sort or a solicitation of any vote of acceptance, nor shall there be any sale, issuance or transfer of any such securities in any condition or jurisdiction in which such provide, solicitation or sale would be illegal prior to registration or qualification underneath the securities legal guidelines of such jurisdiction. Any these kinds of offer you or solicitation will be created only in link with the supply of a prospectus conference the prerequisites of the Securities Act of 1933, as amended (“Securities Act”), or exemptions therefrom.
Cautionary Take note Relating to Ahead On the lookout Statements
This communication incorporates ahead searching statements within just the which means of the protected harbor from civil liability presented for this kind of statements by the Private Securities Litigation Reform Act of 1995 (established forth in Portion 21E of the Securities Trade Act of 1934, as amended (“Exchange Act”) and Portion 27A of the Securities Act), which involve data relating to future activities, long run financial overall performance, approaches, expectations, competitive atmosphere, regulation and availability of assets and include identified and unidentified dangers, uncertainties and other things which may well trigger our true outcomes, overall performance or achievements to be materially different from any long term effects, performances or achievements expressed or implied by the forward-on the lookout statements. These statements are usually accompanied with or by words and phrases these types of 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 very similar expressions that forecast or show potential functions or tendencies or that are not statements of historic matters. These ahead wanting statements contain, but are not constrained to, statements relating to MSP’s plans, targets and goals, forecasts, budgets or projections and any related assumptions, statements and projections concerning projected MSP promises by paid amounts, projected restoration percentages, forecasts relating to important earnings drivers, earnings advancement, gross and cumulative recoveries and the implied enterprise value and LCAP’s and MSP’s anticipations with respect to long run effectiveness and expected monetary impacts of the Small business Mix, the satisfaction or waiver of the closing situations to the Company Mix, and the timing of the completion of the Small business Combination. There is no promise that prospects or effects or the timing of situations incorporated or referred to in this communication will be achieved or that MSP will be ready to implement productively its investment decision technique or reach its expense goals or return targets. Appropriately, we caution you versus relying on forward-seeking statements. Forward looking statements also are matter to a variety of important dangers and uncertainties that could bring about the genuine success to differ materially, and most likely adversely, from these specific or implied in the forward-searching statements. These statements are based mostly on different assumptions, regardless of whether or not identified in this communication, and on the latest anticipations of management and are not predictions of genuine overall performance. Precise gatherings and situation are difficult or impossible to forecast and may possibly vary from assumptions, and these kinds of discrepancies may well be content. Several precise activities and circumstances are inherently matter to major small business, financial and competitive uncertainties and contingencies, and are further than the handle of MSP and LCAP and are tough to predict. These forward-searching statements are delivered for illustrative needs only and are not supposed to provide as, and need to not be relied on by any trader as, a promise, an assurance, a prediction or a definitive assertion of fact or likelihood. Variables that could lead to these types of discrepancies incorporate, but are not confined to, the occurrence of any occasion, adjust, or other situation that could give increase to the termination of the MIPA the final result of any lawful proceedings that may perhaps be instituted from LCAP or MSP or affiliated providers pursuing the announcement of the Business Mixture the inability to full the Company Blend on the envisioned time body or at all, together with due to failure to get approval of LCAP’s stockholders, sure regulatory approvals, or the gratification of other circumstances to closing in the MIPA the occurrence of any occasion, alter, or other circumstance that could give rise to the termination of the MIPA or could otherwise lead to the Enterprise Blend to fail to near the inability to get or maintain the typical stock listing on the Nasdaq Inventory Current market pursuing the Business enterprise Combination a hold off or failure to notice the expected benefits of the Enterprise Mixture the hazard that the Small business Blend disrupts present-day designs and operations as a final result of the announcement and consummation of the Organization Mixture the ability to identify the anticipated advantages of the Enterprise Mixture, which could be afflicted by, among the other items: long run financial, economic, lending, aggressive and current market disorders, like healthcare paying fluctuations foreseeable future fees of and returns on capital leverage and lending charges and conditions running expenses and potential small business, financial investment, keeping and sale selections and charges the challenges connected with MSP’s business, which include, amongst many others, MSP’s ability to capitalize on its assignment agreements and get well monies that ended up paid out by the assignors litigation benefits the validity of the assignments of promises to MSP a willpower that MSP’s statements are not sensible, related or essential the failure of MSP’s consumers to renew their agreements with MSP (or terminate people agreements early) MSP’s statements currently being inside of applicable statutes of constraints the inability to effectively grow the scope of MSP’s claims or obtain new information and claims from MSP’s existing assignor base or otherwise the restricted range of MSP’s assignors and the involved concentration of MSP’s present-day and future potential revenue inside enhancements to promises and retail billing procedures by MSP’s consumers that reduce the have to have for and revenue produced by MSP’s merchandise and products and services healthcare spending fluctuations programmatic adjustments to the scope of advantages and constraints to payment integrity initiatives that lower the have to have for MSP’s companies delays in applying MSP’s expert services to its promises system interruptions or failures cyber-safety breaches and other disruptions that could compromise MSP’s knowledge MSP’s failure to preserve or upgrade its operational platforms MSP’s failure to innovate and acquire new answers, or the failure of individuals options to be adopted by MSP’s existing and likely assignors MSP’s failure to comply with applicable privacy, security and data legal guidelines, rules and expectations, including with regard to 3rd occasion vendors adjustments in laws related to health care programs and procedures changes in the healthcare current market detrimental publicity concerning health care information analytics and payment precision competitors properly defending MSP’s intellectual property rights the danger that third parties may allege infringement of their mental assets variations in the health care regulatory environment and the failure to comply with applicable legal guidelines and laws or the greater charges linked with any this kind of compliance failure to manage MSP’s expansion the incapacity to draw in and keep important personnel MSP’s reliance on its senior management group and crucial personnel and the decline it could sustain if any of people workers divided from the enterprise the failure of sellers and providers to supply or conduct as predicted, or the reduction of this sort of sellers or providers MSP’s geographic concentration MSP’s rather constrained operating historical past, which would make it difficult to evaluate its latest or future business enterprise potential customers the affect of the ongoing COVID-19 pandemic and the threat that MSP may well not be capable to develop and preserve effective inner controls. The foregoing list of things is not exhaustive. If any of these dangers materialize or MSP’s assumptions demonstrate incorrect, precise benefits may well differ materiality from the success implied by these ahead-searching statements. There could be additional dangers that we do not presently know or currently believe are immaterial that could also result in actual results to vary from individuals contained in the forward-searching statements. The foregoing listing of aspects is not unique. Additional details regarding certain of these and other chance aspects is contained in LCAP’s most modern filings with the SEC and in the Registration Assertion and the definitive proxy assertion/prospectus, submitted with the SEC in relationship with the Organization Blend. This communication speaks only as of the date indicated, and the statements, expressions, data and facts integrated therein may possibly adjust and may well turn into stale, out-of-day or no extended relevant. We do not have, and do not undertake, any obligation to update, amend or revise this interaction (or to give new, amended or revised materials), together with with respect to any forward-hunting statements, regardless of whether as a end result of new info, future gatherings, transformed designs or conditions or any other reason, besides as necessary by regulation. The communication need to not be relied upon as representing our assessments as of any day subsequent to the date of this communication. Accordingly, undue reliance need to not be placed upon the interaction, such as the ahead-searching statements.
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Source: Lionheart Acquisition Corporation II
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PUB: 05/20/2022 07:15 PM/DISC: 05/20/2022 07:16 PM