Item 7.01. Regulation FD Disclosure.
As previously announced, in connection with the proposed business combination
(the "Business Combination") between Lionheart Acquisition Corporation II
("LCAP" or the "Company") and MSP Recovery, LLC ("MSP Recovery" or "MSP"), on
November 19, 2021, MSP's Chief Executive Officer, John H. Ruiz, addressed
attendees at a fireside chat hosted by IPO Edge and the Palm Beach Hedge Fund
Association. A copy of the transcript of the discussion is attached as Exhibit
99.1 hereto and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any information of the
information in this Item 7.01, including Exhibit 99.1.
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, LCAP has filed a Registration
Statement (File No. 333-260969) (the "Registration Statement") with the SEC
which includes a proxy statement/prospectus, and certain other related
documents, which will be both the proxy statement to be distributed to holders
of shares of LCAP's common stock in connection with LCAP's solicitation of
proxies for the vote by LCAP's stockholders with respect to the Business
Combination and other matters as may be described in the Registration Statement,
as well as the prospectus relating to the offer and sale of the securities of
LCAP to be issued in the Business Combination. LCAP's stockholders and other
interested persons are advised to read the preliminary proxy
statement/prospectus included in the Registration Statement and, when available,
the amendments thereto and the definitive proxy statement/prospectus, as these
materials will contain important information about the parties to the Membership
Interest Purchase Agreement, dated as of July 11, 2021 (as it may be amended,
supplemented or otherwise modified from time to time, the "MIPA") by and among
LCAP, Master MSP, LLC, a newly formed wholly owned subsidiary of LCAP
("Purchaser"), each limited liability company set forth on Schedule 2.1(a)
thereto (the "MSP Purchased Companies"), the members of the MSP Purchased
Companies listed on Schedule 2.1(b) thereto (the "Members"), and John H. Ruiz,
as the representative of the Members, LCAP and the Business Combination. After
the Registration Statement is declared effective, the definitive proxy
statement/prospectus will be mailed to stockholders of LCAP as of a record date
to be established for voting on the Business Combination and other matters as
may be described in the Registration Statement. Stockholders will also be able
to obtain copies of the proxy statement/prospectus and other documents filed
with the SEC that will be incorporated by reference in the proxy
statement/prospectus, without charge, once available, at the SEC's web site at
www.sec.gov, or by directing a request via phone or in writing to: Lionheart
Acquisition Corporation II, 4218 NE 2nd Avenue, Miami, FL 33137, Attention: Paul
Rapisarda, Chief Financial Officer, (305) 573-3900.
Participants in the Solicitation of Proxies
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is contained in the
Registration Statement, and is available free of charge from the sources
indicated above.
MSP and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of the Company
in connection with the Business Combination.
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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
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 previously disclosed 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, including the
preliminary proxy statement/prospectus (and, when available, 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.
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No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Transcript, dated November 19, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL)
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