Lionheart Acquisition Corp. II

Registration Statement on Form S-4

Filed November 10, 2021

File No. 333-260969

We note your response to comment 11 and we reissue it in part. Please clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants.

The pro forma net loss attributable to Stockholders amounts for the nine months ended September 30, 2021 and the year ended December 31, 2020 assuming maximum redemptions do not agree to the amounts presented on pages 76 and 77. Please reconcile the differences.

We note your response to comment 15. Please revise the Background of the Business Combination section to include a description of the process by which you hired an external law firm and litigation consulting firm to assess MSP’s business and recovery assumptions. To the extent applicable, please describe any material discussions or negotiations that took place at any of these meetings or related meetings, between any parties present, which we note includes MSP management, LSAC’s Board and management, and Nomura and KBW.

We note your amended disclosure in response to comment 18. To the extent you are able, please quantify Messrs. John Ruiz’s and Frank Quesada’s attributed ownership based on their respective investments in VRM.

Please revise to disclose the relationship between Total Paid Amounts and the amount that you may ultimately recover as revenue.

With respect to the Recovery Multiple, please disclose how your ability to generate a higher recovery multiple from Paid Amount will impact your ability to collect at high recovery multiples in the future. Also, please clarify whether “N/A” is a reference to having received no recovery multiples from Paid Amounts or otherwise.

Please disclose whether Penetration Status of Portfolio reflects cases that are solely in the settlement and payment funnel. If not, please revise to clarify.

We note your amended disclosure in response to comment 33 and we reissue it in part. Please provide the basis for MSP’s pre-money equity valuation at $26.8 billion and quantify and describe the MSP Members’ post-closing transaction consideration adjustment. Also, please describe the material details surrounding the certain governmental claims rights held by MSP WB, LLC.

We note your amended disclosure in response to comment 36. Please quantify the discount rate applied to the after-tax earnings terminal multiple and the additional value of the Government Claims.

We note your response to comment 39. Please update the conflicts of interest disclosure to describe the loan that Messrs. Ruiz and Quesada may be required to make to MSP in order to close the Business Combination.

We note your response to comment 41. Please revise the disclosure under the heading “Financial Condition” on page 187, or elsewhere as appropriate, to disclose that the Board reviewed the MSP historical financial statements once available and continued to recommend the Business Combination.

We note your response to 42. Please revise this section to disclose that Nomura’s deferred underwriting fees and M&A success fee were disclosed to the Board, but such fees were not considered to be a conflict of interest that would impact Nomura’s serving as financial advisor to LCAP in evaluating and advising on the business combination.

We note your response and amended disclosure in response to comment 52. Please revise your conflicts of interest disclosure to highlight the multiple parallel business ventures involving Ophir Sternberg and John Ruiz.

You have registered warrants to acquire shares of Class A Common Stock that are anticipated to be distributed on a pro-rata basis to the holders of the Class A Common Stock that remain outstanding on the closing date of the business combination described in the accompanying proxy statement/prospectus after you redeem the shares of Class A Common Stock that the holders thereof have elected to redeem in connection with the Business Combination and after taking into consideration any such holders who have waived their right to receive such distribution. Explain when the non-redeeming shareholders will be issued their pro rata portion of these warrants and whether there will be a record date for purposes of determining those shareholders eligible to participate in the distribution. Ensure that where you depict the post-closing ownership of the company, you depict or acknowledge that such amounts will change depending upon which shareholders redeem and at what level, such as on page 4.