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United States securities and exchange commission logo
February 14, 2022
Ophir Sternberg
President and Chief Executive Officer
Lionheart Acquisition Corp. II
4218 NE 2nd Avenue
Miami, FL 33137
Re: Lionheart
Acquisition Corp. II
Amendment No. 2 to
Registration Statement on Form S-4
Filed January 28,
2022
File No. 333-260969
Dear Mr. Sternberg:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 19, 2022 letter.
Amendment No. 4 to Form S-4 Filed January 28, 2022
Cover Page
1. Please tell us why you
are not registering the issuance of other securities expected to be
issued as part of the
Business Combination, such as the Class V Common Stock. If you
are relying upon an
exemption, please tell us the basis for doing so.
Summary
Ownership of the Post-Combination Company, page 3
2. We note your disclosure
that 23,000,000 shares of Class A Common Stock are subject to
redemption. Please
revise to account for the 10,946,369 shares of Class A Common Stock
that were redeemed in
connection with the stockholder vote to approve the Extension here
Ophir Sternberg
FirstName LastNameOphir
Lionheart Acquisition Corp.Sternberg
II
Comapany14,
February NameLionheart
2022 Acquisition Corp. II
February
Page 2 14, 2022 Page 2
FirstName LastName
and throughout your disclosure where you reference that you "assume no
redemptions by
Public Stockholders."
Unaudited Pro Forma Condensed Combined Financial Information, page 77
3. Please tell us your consideration for reflecting the redemption of
10,946,369 shares of
Class A Common Stock and the corresponding withdrawal of approximately
$109,469,789 from your Trust Account in connection with the Extension
in your pro
forma information assuming no shares of Class A Common Stock are
redeemed.
Key Performance Indicators, page 164
4. With respect to your Recovery Multiple, please state at which stage
you record
values under this metric. Please clarify whether the Recovery Multiple
ties into the stages
set forth in the Penetration Status of Portfolio metric.
5. We note your amended disclosure in response to comment 5 that states
that the aggregate
amount that you may potentially recover as revenue is calculated by
multiplying Paid
Value of Potentially Recoverable Claims by the Recovery Multiple.
Please tell us how
you account for the variation in statutory recovery amounts (ex.
double damages or $1,000
per day fines) when calculating the amount that you may potentially
recover as revenue.
To the extent applicable, please consider whether there are estimates
or assumptions
underlying the metric or its calculation, and whether disclosure of
such items is necessary
for the metric not to be materially misleading.
6. For Paid Value of Potentially Recoverable Claims, Recovery Multiple,
and Penetration
Status of Portfolio, please include a statement indicating the reasons
why the metric is
useful to investors and indicate how management uses the metric in
managing or
monitoring company performance. Refer to Release No. 33-10751.
Background of the Business Combination, page 186
7. We note your amended disclosure in response to comment 8. Please
describe the internal
management financial model that was used with respect to your
evaluation of MSP's
internal valuation estimate and describe the method for valuing the
post-closing
transaction consideration amount. Also, please disclose how you
determined to value
the governmental claims rights held by MSP WB, LLC.
8. We note your amended disclosure in response to comment 9. Please name
the broad
group of companies that the LCAP management believed to be most
comparable to MSP
and describe the bases for choosing such companies. Please also
describe the
methodology that the LCAP management used to develop the appropriate
range of
discount rates and terminal multiples to be applied in the valuation
analysis. Please
explain why the discount rates derived from the comparable companies
were applied to
the Governmental Claims and explain why no terminal values were
assumed.
9. We note your disclosure on page 192 that Brattle prepared a report on
its findings to
Ophir Sternberg
Lionheart Acquisition Corp. II
February 14, 2022
Page 3
present to the LCAP Board as part of its review and approval of the
Business
Combination. Please provide the information required by Item 1015(b) of
Regulation M-
A and file any written materials, as well as Brattle's consent, as
exhibits.
Interests of MSP's Directors and Executive Officers in the Business Combination
Service Fee Account Loan, page 203
10. We note your amended disclosure in response to comment 10. Please state
the material
terms of the loan, including the interest that would be owed on the loan
and the repayment
schedule.
General
11. Please revise your Summary and Risk Factor to highlight that the New
Warrants are not
typical of other, similar business combination transactions. Also, please
revise your risk
factors to state any associated risks with the fact that the issuance of
New Warrants may
not be effective in achieving its stated purpose of deterring redemptions
by your current
public stockholders.
You may contact Suying Li at (202) 551-3335 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any
other
questions.
Sincerely,
FirstName LastNameOphir Sternberg
Division of
Corporation Finance
Comapany NameLionheart Acquisition Corp. II
Office of Trade &
Services
February 14, 2022 Page 3
cc: Steven D. Pidgeon
FirstName LastName