Extraordinary General Meeting of Lionheart
Acquisition Corporation II (“LCAP”) Shareholders to Approve the
Business Combination with MSP Recovery, LLC (“MSP”) will be held
May 18, 2022, at 11:00 a.m. ET
Lionheart Recommends All Stockholders Vote
“FOR” all Proposals, including the Business Combination
MSP Recovery, LLC (“MSP Recovery” or “MSP”), a Medicare,
Medicaid, commercial, and secondary payer reimbursement recovery
leader, and Lionheart Acquisition Corporation II (Nasdaq: LCAPU,
LCAP, LCAPW, “Lionheart” or “LCAP”), today announced that LCAP’s
registration statement on Form S-4 (the “Registration Statement”)
related to their previously announced proposed business combination
(the “Business Combination”) has been declared effective by the
U.S. Securities and Exchange Commission (“SEC”).
The declaration of effectiveness of the Registration Statement
by the SEC and the filing of the definitive proxy statement is an
important step in MSP becoming a publicly-traded company listed on
Nasdaq under the new ticker symbol “MSPR” at the close of the
Business Combination.
LCAP will hold an extraordinary general meeting of shareholders
(the “Special Meeting”) at 11:00 a.m. Eastern Time on May 18, 2022
to approve, among other things, the Business Combination with MSP.
Shareholders of record at the close of business on April 18, 2022
will be entitled to receive notice of and to vote at the Special
Meeting. The meeting will be broadcast virtually over the internet
by means of a live audio webcast at
https://www.cstproxy.com/lionheartacquisitioncorpii/sm2022. Closing
is anticipated for May 20, 2022.
A link to the definitive proxy statement can be accessed via the
SEC website at www.sec.gov. Additional investor materials are
available at https://www.lionheartacquisitioncorp.com/.
LCAP recommends all stockholders vote "FOR" ALL PROPOSALS in
advance of the Special Meeting by telephone, via the Internet or by
signing, dating and returning the proxy card upon receipt by
following the instructions on the proxy card.
Your Vote FOR ALL Proposals Is Important, No Matter How Many
or How Few Shares You Own.
If you have questions about voting or need assistance voting,
please contact LCAP’s proxy solicitor, MacKenzie Partners, Inc., by
calling (212) 929-5500 (Call Collect) or (800) 322-2885 (Call
Toll-Free) or by emailing proxy@mackenziepartners.com.
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 Lionheart Acquisition Corporation II
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.
No Offer or Solicitation
No offer or offering of equity interests or securities of any
kind is being made, conducted or extended at this time. This
communication is for informational purposes only and does not
constitute or include an offer to sell, or a solicitation of an
offer to purchase or subscribe for, equity interests or securities
of any kind or a solicitation of any vote of approval, nor shall
there be any sale, issuance or transfer of any such securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction. Any such offer or
solicitation will be made only in connection with the delivery of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended (“Securities Act”), or exemptions therefrom.
Important Information and Where to Find It
In connection with the proposed business combination, Lionheart
has filed a registration statement on Form S-4 (the “Form S-4”)
with the U.S. Securities and Exchange Commission (the “SEC”). The
Form S-4 includes a proxy statement / prospectus to be distributed,
once definitive, to holders of Lionheart’s common stock in
connection with Lionheart’s solicitation of proxies for the vote of
its stockholders in connection with the proposed business
combination and other matters as described in the Form S-4, as well
as a prospectus relating to the offer and sale of securities to be
issued in connection with the completion of the business
combination. This document does not contain all the information
that should be considered concerning the proposed business
combination and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed business
combination. Lionheart and MSP urge investors, stockholders and
other interested persons to read, the Form S-4, including, when
available, the amendments thereto and the definitive proxy
statement/prospectus, as well as any other documents filed with the
SEC in connection with the proposed business combination as these
materials will contain important information about MSP, Lionheart
and the proposed business combination. After the Form S-4 has been
declared effective, the definitive proxy statement/prospectus will
be mailed to Lionheart’s stockholders as of the record date
established for voting on the proposed business combination.
Lionheart’s stockholders will also be able to obtain copies of such
documents, without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to: Lionheart Acquisition
Corporation II, 4218 NE 2nd Avenue, Miami, Florida 33137.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
THEREIN.
Participants in the Solicitation of Proxies.
This communication is not a solicitation of a proxy from any
investor or securityholder. Lionheart, MSP, and their respective
directors, executive officers and other members of their management
and employees, including John Ruiz and Frank Quesada, may, under
SEC rules, be deemed to be participants in the solicitation of
proxies of Lionheart’s stockholders in connection with the proposed
business combination. Investors and securityholders may obtain more
detailed information regarding the names, affiliations and
interests of Lionheart’s directors and executive officers in
Lionheart’s Annual Report on Form 10-K filed with the SEC on April
7, 2022, and other reports filed with the SEC. Additional
information regarding the participants is included in the Form S-4
and will be included in any amendments thereto, as well as the
definitive proxy statement/prospectus, when available. When
available, these documents can be obtained free of charge from the
sources indicated above.
Cautionary Note Regarding 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 proposed business combination, the satisfaction or waiver of
the closing conditions to the proposed business combination, and
the timing of the completion of the proposed 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 MIPA;
the outcome of any legal proceedings that may be instituted against
LCAP or MSP or affiliated companies following the announcement of
the proposed business combination; the inability to complete the
proposed 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 proposed
business combination to fail to close; the inability to obtain or
maintain the common stock listing on the Nasdaq Stock Market
following the proposed business combination; a delay or failure to
realize the expected benefits of the proposed business combination;
the risk that the proposed business combination disrupts current
plans and operations as a result of the announcement and
consummation of the proposed business combination; the ability to
recognize the anticipated benefits of the proposed 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 that the anticipated benefits of the launch
and adoption of LifeWallet are not realized or are delayed; 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 Form S-4, including the
preliminary proxy statement/prospectus (and, when available, the
definitive proxy statement/prospectus), filed with the SEC in
connection with the proposed 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220503005901/en/
For Media: ICR, Inc. MSP@icrinc.com For Investors: ICR, Inc.
Marc Griffin Marc.Griffin@icrinc.com Additional Investor Contact:
MacKenzie Partners, Inc. Dan Sullivan/Bob Marese
proxy@mackenziepartners.com
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