LIONHEART ACQUISITION CORP. II: Other Events, Financial Statements and Exhibits (Form 8-K)

Item 8.01 Other Events

On May 10, 2022, Lionheart Acquisition Corporation IIa Delaware company (“LCAP” or the “Company”) announced that it would issue approximately 1,029,000,000 new warrants, each to purchase one Class A common share for an exercise price of $11.50 per share (the “New Warrants”), subject to the consummation of any redemption by the shareholders of the Company and the closing (the “Closing”) of the previously announced business combination (the “Business Combination ”) contemplated by this certain Purchase of Membership Interest Agreement, dated July 11, 2021 (as amended, the “MIPA”), by and between the Company, Lionheart II Holdings, LLCa wholly-owned subsidiary of the Company, each limited liability company listed in Schedule 2.1(a) of the MIPA (the “MSP Purchased Companies”), members of the MSP Purchased Companies listed in Schedule 2.1 (b) MIPA (the “Members”), and John H. Ruiz, as a representative of the deputies. As previously announced, the new warrants will be issued to holders of the Company’s Class A common stock, par value $0.0001at the close of business on the Closing date (such date, the “Closing Date”), after giving effect to the waiver of the right to receive New Warrants by Members, on their behalf and on behalf of any of their delegates.

Following the closing, the Company’s Class A common stock will cease trading on the Nasdaq Capital Market (“Nasdaq CM”) under the symbol “LCAP” (CUSIP 53625R104) and will begin trading on the Nasdaq Global Market. (“Nasdaq GM”) under the symbol “MSPR” (CUSIP 553745100) and the Company’s warrants, each to purchase one Class A common share at $11.50 per share (the “Existing Warrants”), will cease trading on the Nasdaq CM under the symbol “LCAPW” and begin trading on the Nasdaq GM under the symbol “MSPRZ” rather than continuing to trade under “LCAPW” as previously expected.

As previously announced by the Company on May 10, 2022, upon such conversion, holders of Class A common shares traded under “CASL” immediately prior to closing who did not elect to redeem such shares (such shares, the “Continuing Shares”) in the Consolidation companies, will be entitled to receive New Warrants in an amount equal to the product of (a) the number of Continuous Shares held by such holder multiplied by (b) 118 (the “New Warrant Ratio”) (representing 118.109463483458, the quotient calculated as (a) 1,029,000,000 divided by (b) (i) the total number of Class A common shares expected to be outstanding at the close of business on the date closing less (ii) all Class A Common Shares held by a Member or any of their respective delegates entitled to receive Closing Share Consideration (as defined in the MIPA) at the close of business on the date of closing, this quotient then being ar rounded to the nearest lower whole number), to be issued as soon as possible after closing, which is currently estimated to be 10 days after Closing. In addition, Units of the Company traded on the Nasdaq CM under the symbol “LCAPU”, each consisting of one Class A common stock and one-half existing Warrant, will be divided into their components and for each Unit , holders will receive one Class A common stock trading under the symbol “MSPR” and one-half of an existing warrant (with any warrant fractions rounded down) in addition to the right to receive new warrants warrants in an amount equal to the product of (a) the number of Units held multiplied by (b) the New Warrant Ratio.

On May 20, 2022the Company has issued a press release regarding the New Warrants, a copy of which is attached hereto as Exhibit 99.1.

About MSP Recovery

Founded in 2014, MSP Recovery has become a leader in reimbursement recovery from Medicare, Medicaid, commercial and secondary payers, disrupting the antiquated healthcare reimbursement system with data-driven solutions to secure recoveries from 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 LCAP

Lionheart Acquisition Corporation II is a blank check corporation incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information, visit: www.LCAP2.com.

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Item 9.01 Financial statement and supporting documents.

(d)    Exhibits.



Exhibit
Number     Description
  99.1       Press Release dated May 20, 2022.
104        Cover Page Interactive Data File (embedded within the Inline XBRL)




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