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United States securities and exchange commission logo
March 24, 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. 3 to
Registration Statement on Form S-4
Filed March 11,
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
February 14, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 Filed March 11,
2022
Q: What happens to the funds deposited in the trust account...?, page xv
1. Please revise,
consistent with prior comment 2 and your disclosure on page 125, to
acknowledge the amount
of cash used to satisfy redemptions made in connection with the
vote to approve an
extension to consummate the transaction and the amount of cash
remaining in the trust
account.
Background of the Business Combination, page 189
2. We note your amended
disclosure in response to comment 8. Please disclose how many
companies (or elements
of companies) you relied upon in determining discount rates and
terminal multiples, and
to the extent all companies are not named, please revise to name
Ophir Sternberg
Lionheart Acquisition Corp. II
March 24, 2022
Page 2
them. Also, please revise to disclose the quantitative ranges or
thresholds for
each company s size, growth outlook, capital requirements, profit
margins, and other
characteristics, as applicable.
3. We note your amended disclosure in response to comment 9, including that
"Brattle ...
conclud[ed] that; (x) MSP s recovery strategy was sound, subject to
timing variability
based on defendant litigation strategy, (y) the recovery multiple
assumptions were backed
by applicable statutes, and (z) costs were contained under the
contingency fee
arrangement." We also note that in recommending the transaction, the LCAP
Board
explicitly relied on "advisors [that] conducted due diligence
examinations of MSP ... ."
Please provide additional information on why the conclusions provided by
Brattle do not
amount to a report, opinion, or appraisal within the meaning of Item
1015(b) of
Regulation M-A.
General
4. We note your amended disclosure in response to comment 11 and we reissue
it in part.
Please revise your Summary and Risk Factor sections to highlight that the
New Warrants
are not typical of other similar business combination transactions.
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
March 24, 2022 Page 2
cc: Steven D. Pidgeon
FirstName LastName