View:
United States securities and exchange commission logo
February 10, 2023
John H. Ruiz
Chief Executive Officer
MSP Recovery, Inc.
2701 Le Jeune Road, Floor 10
Coral Gables, FL 33134
Re: MSP Recovery, Inc.
Registration
Statement on Form S-1
Filed January 20,
2023
File No. 333-269346
Dear John H. Ruiz:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1
Yorkville Facility, page 1
1. Please revise your
prospectus summary to highlight to share ownership limitations of your
equity lines agreement,
the Yorkville Purchase Agreement. In particular, we note that you
are restricted from
issuing more than 19.99% of your shares outstanding without a
stockholder vote and YA
II, the equity lines investor, is limited to 4.99% beneficial
ownership.
2. We note that Yorkville
will be able to purchase your common stock and at discount to the
market price, 98% of
the VWAP of the common stock during the applicable purchase
date. Please provide
more detail of how this purchase price will be calculated, including
the measurement period
used for the Volume-Weighted Average Price and any
adjustments.
John H. Ruiz
MSP Recovery, Inc.
February 10, 2023
Page 2
Prospectus Summary
Risk Factor Summary, page 7
3. Please expand your Risk Factor Summary to include the material Risks
Related to the
Yorkville Purchase Agreement starting on page 48, particularly for
those that relate to the
dilutive effect shares issued under the equity lines agreement and the
subsequent sale of
such shares into public markets may depress the market value of your
common stock.
Executive Compensation, page 100
4. Please revise your Executive Compensation section to update for period
through
December 31, 2022. This should include all compensation tables and
narrative
disclosures. See Item 402 of Regulation S-K.
Beneficial Ownership of Securities, page 107
5. Please disclose the natural person(s) that hold voting and/or
investment power over the
shares that will be held by Brickell Key Investments and Virage
Recovery Master LP, and
their respective affiliates. You appear to have material relationships
with both of these
entities given the large beneficial ownership of each of these
investors pursuant to
underlying agreements.
General
6. In the prospectus cover page and where appropriate, please clarify that
only 325 million of
the possible 650 million shares that are issuable under Yorkville
Purchase Agreement are
being registered. Clarify the additional steps that are necessary to
issue and sell these
shares publicly, such as a stockholder vote and/or amendment or new
registration
FirstName LastNameJohn H. Ruiz
statement. Please highlight that MSP Recovery's ability to sell shares
are limited due to
Comapany
theseNameMSP Recovery, Inc.
or other restrictions. These limitations should also be
specified in an appropriate
risk10,
February factor.
2023 Page 2
FirstName LastName
John H. Ruiz
FirstName LastNameJohn H. Ruiz
MSP Recovery, Inc.
Comapany10,
February NameMSP
2023 Recovery, Inc.
February
Page 3 10, 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo,
Legal
Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Adam Buehler, Esq.