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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 6, 2024

MSP Recovery, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

(State or other jurisdiction
of incorporation)

001-39445

(Commission
File Number)

84-4117825

(I.R.S. Employer
Identification No.)

 

 

3150 SW 38th Avenue

Suite 1100

Miami, Florida

33146

(Address of principal executive offices)

(Zip Code)

(305) 614-2222

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

 

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common stock, $0.0001 par value per share

LIFW

The Nasdaq Global Market

 

 

 

 

 

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50 per share

LIFWW

The Nasdaq Global Market

 

 

 

 

 

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $0.0025 per share

 

LIFWZ

 

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On September 6, 2024, Virage Recovery Master LP (“Virage”) agreed to waive a provision of the Master Transaction Agreement, entered into as of March 9, 2022 (as amended by the amendments thereto dated April 11, 2023, and November 13, 2023, the “MTA”) that would accelerate payment of the VRM Full Return due to Virage, in the event the Company receives a negative going concern opinion from its auditors. This waiver only applies in the event that the Company receives a negative going concern opinion for the fiscal year ending December 31, 2024.

Capitalized but undefined terms have the same meaning as set forth in the MTA.

Item 9.01. Financial Statements and Exhibits.

 

(d)
Exhibits

 

Exhibit

Number

Description

 

 

10.1

 

Letter agreement by Virage Recovery Master LP and Virage Capital Management LP dated September 6, 2024

104

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).


 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

MSP RECOVERY, INC.

Dated: September 10, 2024

 

 

 

 

 

 

 

By:

/s/ Alexandra Plasencia

 

 

Name:

Alexandra Plasencia

 

 

Title:

General Counsel

 

 

img129770838_0.jpg Exhibit 10.1

September 6, 2024

 

MSP Recovery, LLC

3150 S.W. 38 Avenue, Suites 1100 and 1200

Miami, FL 33146

Attention: Mr. John Ruiz

 

RE: One-time Waiver of Trigger Event Condition under Master Transaction Agreement

 

Dear John:

 

Reference is made to the Master Transaction Agreement entered into as of March 9, 2022 (as amended by the amendments thereto dated April 11, 2023, and November 13, 2023, the “MTA”) by and among Virage Recovery Master LP, Series MRCS, a series of MDA, Series LLC, John H. Ruiz, Frank C. Quesada, Virage Capital Management LP, MSP Recovery, LLC, La Ley con John H. Ruiz, d/b/a MSP Recovery Law Firm, MSP Law Firm, MSP Recovery, Inc., and Lionheart II Holdings, LLC. Capitalized terms not defined herein have the meaning given such terms in the MTA.

 

You have requested that should Parent receive a negative going concern opinion from its auditors for the year ending on December 31, 2024 (a “2024 Negative Opinion”), that VRM waive such event as a Trigger Event under the MTA. This letter confirms that VRM will waive the receipt by Parent of a 2024 Negative Opinion as a Trigger Event, and, as a result, VRM will not accelerate the VRM Full Return if Parent receives a 2024 Negative Opinion.

 

The forgoing waiver is a one-time waiver and applies only to a 2024 Negative Opinion. This one-time waiver does not preclude VRM from further exercising its powers or rights under the MTA and does not constitute a course of dealing or other basis for altering any of VRM’s rights or remedies under the MTA or that are available at law or equity. No delay or failure on VRM’s part in the exercise of any power or right under the MTA and any other related documents operates as a waiver of such power or right or as an acquiescence in any default. VRM reserves all rights under the MTA and related documents.

 

Virage Recovery Master LP

By: Virage Recovery LLC, its general partner

 

 

By:

Name: Edward Ondarza

Title: Manager

 

Virage Capital Management LP

By: Virage LLC, its general partner

 

 

By:

Name: Edward Ondarza

Title: Manager

1700 Post Oak Boulevard, 2 BLVD. Place, Suite 300 • Houston, Texas 77056 • Phone: 713.840.7700

v3.24.2.u1
Document And Entity Information
Sep. 06, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 06, 2024
Entity Registrant Name MSP Recovery, Inc.
Entity Central Index Key 0001802450
Entity Emerging Growth Company true
Entity File Number 001-39445
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 84-4117825
Entity Address, Address Line One 3150 SW 38th Avenue
Entity Address, Address Line Two Suite 1100
Entity Address, City or Town Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33146
City Area Code (305)
Local Phone Number 614-2222
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A Common stock, $0.0001 par value per share
Trading Symbol LIFW
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50 per share [Member]  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50 per share
Trading Symbol LIFWW
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $0.0025 per share [Member]  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $0.0025 per share
Trading Symbol LIFWZ
Security Exchange Name NASDAQ
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