false 0001802450 0001802450 2022-06-16 2022-06-16 0001802450 us-gaap:CommonStockMember 2022-06-16 2022-06-16 0001802450 mspr:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.50PerShare2Member 2022-06-16 2022-06-16 0001802450 mspr:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf0.0001PerShare1Member 2022-06-16 2022-06-16












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2022



MSP Recovery, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-39445   84-4117825

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


2701 Le Jeune Road

Floor 10

Coral Gables, Florida

(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 614-2222

(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 (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class:





Name of each exchange

on which registered:

Class A common stock, par value $0.0001 per share   MSPR   The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share   MSPRW   The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $0.0001 per share   MSPRZ   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 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 16, 2022, MSP Recovery, Inc., a Delaware corporation (the “Company”), issued an unsecured promissory note in an aggregate principal amount of $112,804,430 (the “Promissory Note”) to John H. Ruiz and Frank C. Quesada, the Company’s Chief Executive Officer and director and Chief Legal Officer and director, respectively (collectively, the “MSP Principals”), to provide operating cash to the Company. The Promissory Note bears interest at an annual rate of 4%, payable in kind, and will mature on the four year anniversary of the issuance. The Promissory Note is prepayable by the Company at any time, without prepayment penalties, fees, or other expenses.

The Promissory Note contains customary events of default that would allow the MSP Principals to declare the Promissory Note immediately due and payable or the Promissory Note will immediately and automatically become due and payable without notice, presentment, demand, protest or other request of any kind. In addition, the Promissory Note may be accelerated by the MSP Principals if the board of directors of the Company (excluding the MSP Principals) terminates that certain Legal Services Agreement between Lionheart II Holdings, LLC, La Ley con John H. Ruiz, P.A. d/b/a MSP Recovery Law Firm and MSP Law Firm PLLC, dated May 23, 2022.

A copy of the Promissory Note is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Promissory Note.


Item 9.01

Financial Statements and Exhibits







10.1    Promissory Note, dated June 16, 2022, issued by MSP Recovery, Inc. to the MSP Principals.
104    Cover Page Interactive Data File (formatted as Inline XBRL).


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


Dated: June 17, 2022     MSP RECOVERY, INC.

/s/ Ricardo Rivera

    Name:   Ricardo Rivera
    Title:   Chief Financial Officer