0000950170-24-060463 | 10-Q | XBRL Viewer

Variable Interest Entity, Primary Beneficiary [Member]

^[1]

3,011,882

3,132,796

Variable Interest Entity [Line Items]

Assets

2,100,000

2,200,000

Liabilities

400

Intangible assets held be certain specific subsidiaries

2,100,000

2,200,000

1,900,000

2,000,000

Variable Interest Entity, Not Primary Beneficiary [Member]

Variable Interest Entity [Line Items]

Assets

900

1,400

Liabilities

$ 400

[1]	As of March 31, 2024 and December 31, 2023, intangible assets, net included $2.1 billion and $2.2 billion, respectively, related to a consolidated VIE. See Note 9, Variable Interest Entities, for further details.

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Schedule of Right-of-Use Assets and Lease Liabilities in Condensed Consolidated Balance Sheet

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

The presentation of right-of-use assets and lease liabilities in the condensed consolidated balance sheet is as follows:


		March 31,			December 31,
(In thousands)	Classification	2024			2023
Assets
Right-of-use asset	Right-of-use assets	$	315		$	342
Total Leased Assets		$	315		$	342

Liabilities
Current
Operating lease liability	Other current liabilities	$	(115	)	$	(109	)
Non-current
Operating lease liability	Lease liabilities	$	(204	)	$	(235	)
Total Lease Liability		$	(319	)	$	(344	)

Schedule Of Future Minimum Lease Payments Under Non-cancelable Operating Leases

The future minimum lease payments under non-cancellable operating leases as of March 31, 2024 for the next five years and thereafter are as follows:


(in thousands)
2024	$	115
2025		157
2026		107
2027		—
2028		—
Thereafter		—
Total minimum payments required		379
Less: implied interest		(60	)
Present value of lease liabilities	$	319

Description of the Business

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business

Note 1. DESCRIPTION OF THE BUSINESS

On May 23, 2022 (the “Closing Date”), MSP Recovery, Inc. d/b/a LifeWallet, a Delaware corporation (formerly known as Lionheart Acquisition Corporation II (“LCAP”)) consummated the previously announced business combination pursuant to that certain Membership Interest Purchase Agreement, dated as of July 11, 2021, as amended (the “MIPA”), by and among the Company, Lionheart II Holdings, LLC, a wholly owned subsidiary of the Company, MSP Recovery, LLC and combined and consolidated subsidiaries (“Legacy MSP”), the members of Legacy MSP (the “Members”), and John H. Ruiz, in his capacity as the representative of the Members (the “Members’ Representative”). Pursuant to the MIPA, the Members sold and assigned all of their membership interests in Legacy MSP to the Company in exchange for non-economic voting shares of Class V common stock, par value $0.0001, of the Company (“Class V Common Stock”) and non-voting economic Class B Units of Opco (“Class B Units,” and each pair consisting of one share of Class V Common Stock and one Class B Unit, an “Up-C Unit”) (such transaction, the “Business Combination”). The Up-C Units are convertible into Class A Common Stock of the Company at the discretion of the holder of the Up-C Unit. See Note 3, Business Combination, for details. Subsequent to the Closing Date, the Company’s sole asset is its equity interest in MSP Recovery, LLC. The Company is the managing member and therefore consolidates Legacy MSP.

Legacy MSP was organized in 2014 as a Medicaid and Medicare Secondary Payer Act recovery specialist. The Company utilizes its proprietary internal data analytics platform to review health Claims assigned by secondary payers such as health plans, MSOs, providers of medical services, and independent physicians associations. This platform allows the Company to identify Claims cost recovery rights with potential recovery paths where Claims either should not have been paid by the secondary payers or should have been reimbursed by third-party entities.

MSP Recovery is assigned recovery rights to Claims by secondary payers via CCRAs. Prior to executing a CCRA, MSP Recovery utilizes its proprietary internal data analytics platform to review the set of Claims of a prospective Assignor to identify Claims with probable recovery paths. MSP Recovery’s assets are these irrevocable broad assignments of health Claims recovery rights that are supported by federal and state laws and regulations. MSP Recovery’s offices are located in the U.S. and Puerto Rico.

Comprehensive Settlement with 28 Affiliated Property and Casualty Insurers

On March 1, 2024, the Company reached a comprehensive settlement with 28 affiliated property and casualty insurers (the “P&C Insurers”). The terms of the confidential settlement agreement include:

•

The P&C Insurers’ agreement to provide ten years of historical data (identifying all claims processed from January 1, 2014, through the present) and data sharing of future claims, extending out for one year, assisting LifeWallet in reconciling its current and future assigned Medicare claims;

•

The P&C Insurers’ Implementation of LifeWallet’s coordination of benefits clearinghouse solution;

•

A 5-year agreement to resolve cooperatively, or through binding mediation, relevant Medicare claims (liens) that LifeWallet owns today and in the future;

•

The P&C Insurers’ agreement that they are primary payers for any unreimbursed Medicare lien that LifeWallet identifies from data sharing, and the P&C Insurers’ agreement to assign all rights to collect against other third parties that either failed to pay liens or collected twice from Medicare funds and the P&C Insurers; and

•

A cash payment from the P&C Insurers to LifeWallet to settle existing historical claims (amount subject to confidentiality).

The revenue generated from this settlement is included within the Claims recovery income in the condensed consolidated statement of operations for the three months ended March 31, 2024.

Yorkville Purchase Agreement and Yorkville Standby Equity Purchase Agreement

On January 6, 2023, the Company entered into a Company Common Stock Purchase Agreement (the “Yorkville Purchase Agreement”) with YA II PN, Ltd., a Cayman Island exempted company (“Yorkville”), which replaced the CF Agreement discussed in “Committed Equity Facility” within Note 10, Claims Financing Obligations and Notes Payable. Pursuant to the Yorkville Purchase Agreement, the Company has the right to sell to Yorkville from time to time at its option up to $1 billion in shares of the Company’s Class A Common Stock, subject to the terms, conditions and limitations set forth in the Yorkville Purchase Agreement.

On November 14, 2023, the Company entered into the Standby Equity Purchase Agreement (“Yorkville SEPA”) with Yorkville, which fully amended and restated the Yorkville Purchase Agreement described above. Pursuant to the Yorkville SEPA, the Company has the right to sell to Yorkville up to $250.0 million of its shares of common stock, subject to certain limitations and conditions set forth in the Yorkville SEPA, from time to time during the term of the Yorkville SEPA. Sales of the shares of common stock to Yorkville under the Yorkville SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to

sell any shares of common stock to Yorkville under the Yorkville SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.

Pursuant to the terms and conditions set forth in the Yorkville SEPA, the Company has the right, but not the obligation, from time to time at its discretion until the Yorkville SEPA is terminated to direct Yorkville to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Yorkville (“Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice.

The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to (i) 98% of the VWAP of the shares of common stock on the applicable date of delivery of the Advance Notice during regular trading hours on such date or (ii) 97% of the lowest daily VWAP of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Yorkville. “VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P.

In connection with the Yorkville SEPA, and subject to the condition set forth therein, Yorkville agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $15.0 million. On November 14, 2023, we issued a Convertible Note to Yorkville in the principal amount of $5.0 million, resulting in proceeds to us of $4.73 million on November 16, 2023. On December 11, 2023, we issued a Convertible Note to Yorkville in the principal amount of $5.0 million, resulting in proceeds to us of $4.75 million. On April 8, 2024, we issued a third Convertible Note to Yorkville in the principal amount of $5.0 million, resulting in net proceeds to us of $4.75 million.

On April 8, 2024, the Company and Yorkville agreed to an amendment to the Yorkville SEPA and Convertible Notes (the “Yorkville Letter Agreement”) in which: (1) the Floor Price Trigger (as defined below) was reduced from $1.28 to $1.00; (2) the Floor Price Trigger (as defined below) for the 10-day period ending February 5, 2024 has been cured and the monthly payment of $1.5 million that would have been due, was waived; and (3) the maturity date of the Convertible Notes was extended to September 30, 2025. In addition, the third Convertible Note for $5.0 million was issued on April 8, 2024. On April 12, 2024, Yorkville further agreed that, to the extent that it holds Class A Common Stock in such quantities that would prevent the Company from utilizing the SEPA solely due to the Ownership Limitation, Yorkville commits to fund an additional advance in the principal amount of $13.0 million on the same terms and conditions as the previous advances pursuant to the Yorkville SEPA. On May 2, 2024, the Company and Yorkville reached an agreement to reduce the Floor Price (as defined below) under the Yorkville SEPA from $1.00 to $0.50.

As required pursuant to the Second Amended and Restated Nomura Note (defined in Note 3, Business Combination), 50% of the aggregate proceeds under the Yorkville SEPA will be used to pay amounts outstanding thereunder (first towards accrued and unpaid interest, if any, then towards principal) and the remaining 50% of such proceeds will be used to pay amounts due under the Convertible Notes, if any, or be paid to the Company after the Convertible Notes are fully repaid. Pursuant to the Third Virage MTA Amendment, 25% of the Company’s portion of any net proceeds from the Yorkville SEPA would be used to pay down the VRM Full Return after the Convertible Notes are fully satisfied.

Interest shall accrue on the outstanding balance of any Convertible Notes at an annual rate equal to 5.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes, and is payable upon maturity or upon the occurrence of a Trigger Event. The maturity date of each Convertible Note will be September 30, 2025, and may be extended at the option of Yorkville. Yorkville may convert the Convertible Notes into shares of the Company’s common stock at a conversion price equal to the lower of 120% of VWAP the day prior to the date of the closing of each tranche (the “Fixed Price”) or 95% of the lowest daily VWAP during the seven consecutive trading days immediately preceding the conversion (the “Conversion Price”), which in no event may the Conversion Price be lower than 20% of the closing price the trading day immediately prior to the signing of the definitive documents. In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due and payable and the Company shall pay to Yorkville the principal and interest due thereunder. Events of default include, among others: (i) the Class A Common Stock shall cease to be quoted or listed for trading, as applicable, on any primary market for a period of ten (10) consecutive Trading Days (the Company is currently in compliance with NASDAQ listing requirements and has not been issued a delisting notice since regaining compliance subsequent to a reverse split) and (ii) failure to timely file with the SEC any periodic report on or before the due date of such filing as established by the SEC, including extensions under Rule 12b-25 under the Exchange Act. In no event shall Yorkville be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Yorkville and its affiliates would exceed 9.99% of the outstanding shares of the common stock of the Company. If any time on or after November 14, 2023 (i) the daily VWAP is less than $0.50 (the “Floor Price” as lowered pursuant to the Yorkville Letter Agreement) for ten consecutive trading days (“Floor Price Trigger”), (ii) the Company has issued substantially all of the shares available under the Exchange Cap (as defined below) (“Exchange Cap Trigger”) or (iii) the Parent is in material breach of the Registration Rights

Agreement, dated November 14, 2023, by and between Yorkville and the Company (the “Registration Rights Agreement”) and such breach remains uncured for a period of twenty trading days, or the occurrence of an “Event” (as defined in the Registration Rights Agreement) (“Registration Event Trigger” and collectively with the Floor Price Trigger and the Exchange Cap Trigger, the “Trigger”), then the Company shall make monthly payments to Yorkville beginning on the seventh trading day after the Trigger and continuing monthly in the amount of $1.5 million plus a 5.0% premium and accrued and unpaid interest. The Exchange Cap Trigger will not apply in the event the Company has obtained the approval from its stockholders in accordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated in the Convertible Note and the Yorkville SEPA in excess of 19.99% of the aggregate number of shares of common stock issued and outstanding as of the effective date of the Yorkville SEPA (the “Exchange Cap”).

Yorkville, at its discretion and providing that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under the Yorkville SEPA requiring the issuance and sale of shares of common stock to Yorkville at the Conversion Price in consideration of an offset of the Convertible Notes (“Yorkville Advance”). Yorkville, in its sole discretion, may select the amount of any Yorkville Advance, provided that the number of shares issued does not cause Yorkville to exceed the 9.99% ownership limitation, does not exceed the Exchange Cap or the amount of shares of common stock that are registered. As a result of a Yorkville Advance, the amounts payable under the Convertible Notes will be offset by such amount subject to each Yorkville Advance.

The Company will control the timing and amount of any sales of shares of common stock to Yorkville, except with respect to Yorkville Advances. Actual sales of shares of common stock to Yorkville as an Advance under the Yorkville SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations.

The Yorkville SEPA will automatically terminate on the earliest to occur of (i) the first day of the month following the 36-month anniversary of the date of the Yorkville SEPA or (ii) the date on which Yorkville shall have made payment of Advances pursuant to the Yorkville SEPA for shares of common stock equal to $250.0 million. The Company has the right to terminate the Yorkville SEPA at no cost or penalty upon five (5) trading days’ prior written notice to Yorkville, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to Yorkville pursuant to the Convertible Notes. The Company and Yorkville may also agree to terminate the Yorkville SEPA by mutual written consent. Neither the Company nor Yorkville may assign or transfer the Company’s respective rights and obligations under the Yorkville SEPA, and no provision of the Yorkville SEPA may be modified or waived by the Company or Yorkville other than by an instrument in writing signed by both parties.

The Yorkville SEPA contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The net proceeds under the Yorkville SEPA to the Company will depend on the frequency and prices at which the Company sells its shares of common stock to Yorkville. The Company expects that any proceeds received from such sales to Yorkville will be used for working capital and general corporate purposes.

Certain features of the Yorkville SEPA have been identified and classified as an embedded derivative, which are classified as a liability in accordance with ASC 815 and valued in accordance with ASC 470, Debt. These features classified as an embedded derivative include payment and redemption premiums, increase in interest rate in the event of default and accelerated payments as a result of Trigger events. Per ASC 815, in circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, combined derivative instrument. The fair value of the combined embedded derivative was $190.0 thousand as of March 31, 2024, and the impact in the Statement of Operations for the three months ended March 31, 2024 was $153.0 thousand.

Liquidity

As an early-stage growth company, the Company has incurred substantial net losses since inception. As of March 31, 2024, the Company had unrestricted cash totaling $12.0 million. The Company has incurred recurring losses and negative cash flows since inception and has an accumulated deficit of $104.4 million as of March 31, 2024. For the three months ended March 31, 2024, the Company used approximately $2.1 million of cash in operations. The Company’s liquidity will depend on the ability to generate substantial Claims recovery income and Claims recovery services income in the near future, the timing and amount of which is uncertain, as well as its ability to secure funding from capital sources. The Company’s principal liquidity needs have been working capital, debt service and Claims financing obligations.

The Company anticipates sources of liquidity to include the Working Capital Credit Facility and the Yorkville SEPA as disclosed in Note 10, Claims Financing Obligations and Notes Payable, and has taken several actions to address liquidity concerns, including:

On March 29, 2023, the Company’s subsidiary, Subrogation Holdings, LLC and its parent, MSP Recovery, LLC, entered into the Working Capital Credit Facility consisting of commitments to fund up to $48 million in proceeds. Certain terms were amended to the Working Capital Credit Facility, which were memorialized in the Second Amended and Restated First Lien Credit Agreement dated November 10, 2023. See summary in “Hazel Working Capital Credit Facility and Hazel Purchase Money Loan” in Note 10, Claims Financing Obligations and Notes Payable.

On November 13, 2023, the Company entered into the MTA Amendment No. 2 and Amendment to the Amended and Restated Security Agreement (“Second Virage MTA Amendment”), which extended the due date for the payment obligations to Virage to December 31, 2024. See summary in Note 4, Asset Acquisitions. On April 1, 2024, the Company entered into the MTA Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security Agreement (“Third Virage MTA Amendment”), which: (i) extended the VRM Full Return payment due date to September 30, 2025, subject to acceleration upon certain triggering events; (ii) the Company agreed that, after the Convertible Notes are fully satisfied, 25% of the Company’s portion of any net proceeds from the Yorkville SEPA would be used to pay down the VRM Full Return; and (iii) commence the sale of certain reserved shares of Messrs. John H. Ruiz and Frank C. Quesada, and the delivery of the resulting net cash proceeds thereof to VRM.

On November 13, 2023, the Company entered into the Second Amended and Restated Nomura Note, which extended the maturity date of the Nomura Note to December 31, 2024. See summary in Note 10, Claims Financing Obligations and Notes Payable. On March 26, 2024, the Company entered into the Third Amended and Restated Nomura Note (defined in Note 3, Business Combination), which extended the maturity date of the Nomura Note to September 30, 2025.

On November 14, 2023, the Company entered into the Yorkville SEPA, which included the issuance of Convertible Notes to Yorkville having aggregate principal amounts of up to $15.0 million in connection with the purchase of Class A Common Stock. See summary in “Committed Equity Facility” within Note 10, Claims Financing Obligations and Notes Payable. On April 8, 2024, the maturity date of the Convertible Notes was extended to September 30, 2025. On April 12, 2024, Yorkville further agreed that, to the extent that it holds Class A Common Stock in such quantities that would prevent the Company from utilizing the SEPA solely due to the Ownership Limitation, Yorkville commits to fund an additional advance in the principal amount of $13.0 million on the same terms and conditions as the previous advances pursuant to the Yorkville SEPA. Refer to “Yorkville Purchase Agreement and Yorkville Standby Equity Purchase Agreement” within Note 1, Description of the Business, for additional information.

The Company has concluded that such actions alleviate the substantial doubt about the Company’s ability to continue as a going concern beyond one year from the date these financial statements are issued.

Investment In Equity Method Investees - Summary of Financial Information For Equity Accounted Investees (Detail) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Disclosure In Tabular Form Of Summarized Financial Information Of Equity Method Investees [Line Items]

Other expenses

$ 252

$ 6,627

Profit (Loss)

^[1]

(176,600)

(174,146)

Total assets

3,036,316

$ 3,159,995

Total Liabilities

1,792,817

1,740,866

Equity Method Investee [Member]

Disclosure In Tabular Form Of Summarized Financial Information Of Equity Method Investees [Line Items]

500

(503)

$ (500)

Total assets

911

1,403

Total Liabilities

$ 410

$ 399

[1]	Balances include related party transactions. See Note 15, Related Party Transactions, for further details.

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentaton and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Note 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Basis of presentation

These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited condensed consolidated interim financial statements (the “Financial Statements”) reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein.

These Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the 2023 Form 10-K. The year-end condensed consolidated balance sheet data was derived from the audited financial statements but

does not include all disclosures required by GAAP. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.

All intercompany transactions and balances are eliminated from the Financial Statements.

Principles of consolidation

The Company consolidates all entities that it controls through a majority voting interest or otherwise and the accompanying financial statements include the accounts of the Company’s wholly owned subsidiaries and those entities for which the Company has a controlling interest in. The Company also consolidates all entities that it controls as the primary beneficiary of a variable interest entity (“VIE”). Under the VIE model, management first assesses whether the Company has a variable interest in an entity, which would include an equity interest. If the Company has a variable interest in an entity, management further assesses whether that entity is a VIE, and if so, whether the Company is the primary beneficiary under the VIE model. Generally, entities that are organized similar to a limited partnership, in which a general partner (or managing member) make the most relevant decisions that affect the entity’s economic performance, are considered to be VIEs which would require consolidation, unless the limited partners have substantive kickout or participating rights. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model.

Under the VIE model, an entity is deemed to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. This analysis includes an evaluation of the Company’s control rights, as well as the economic interests that the Company holds in the VIE, including indirectly through related parties. As a result of the Business Combination, the Company consolidates MSP Recovery under the VIE model.

Estimates and Assumptions

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company’s estimates. Estimates are periodically reviewed considering changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these consolidated financial statements include but are not limited to Claims recovery income and Claims recovery service income recognition, recoverability of long-lived assets and cost of Claims recoveries.

Concentration of Credit Risk and Off-Balance Sheet Risk

Cash and affiliate receivable are financial instruments that are potentially subject to concentrations of credit risk. See Note 15, Related Party Transactions, for disclosure of affiliate receivables. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions where cash is held. The Company has no other financial instruments with off-balance-sheet risk of loss.

Non-Controlling Interests

As part of the Business Combination and described in Note 3, Business Combination, the Company became the managing member of MSP Recovery, which is consolidated as the Company controls the operating decisions of MSP Recovery. The non-controlling interest relates to the Up-C Units that are convertible into Class A Common Stock of the Company at the discretion of the holder of the Up-C Unit. The Up-C Unit holders retained approximately 99.76% of the economic ownership percentage of the Company as of the Closing Date. The non-controlling interest is classified as permanent equity within the condensed consolidated balance sheet of the Company. As of March 31, 2024, based on the Class A common stock issuances during the period, the non-controlling interest of Class V shareholders was 88.8%.

Changes in the Company’s ownership interest in MSP Recovery, due to holders of Class V Common Stock converting their shares to Class A Common Stock, are accounted for as equity transactions. Each issuance of the Company’s Class A Common Stock requires a corresponding issuance of MSP Recovery units to the Company. The issuance would result in a change in ownership and would reduce the balance of non-controlling interest and increase the balance of additional paid-in capital.

Recent Accounting Pronouncements

New Accounting Pronouncements Issued but Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Among other requirements, this update adds specific disclosure requirements for income taxes, including: (1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that implementation of this standard will have on the Company’s consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company operates in one reportable segment; however, it is currently evaluating the effect that implementation of this standard will have on the Company’s consolidated financial statements and disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. The Company is evaluating the impact of this rule on its consolidated financial statements and disclosures.

Related Party Transactions - Additional Information (Detail) - USD ($)

3 Months Ended

12 Months Ended

Apr. 01, 2024

Mar. 04, 2024

Dec. 22, 2023

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

May 15, 2024

Apr. 12, 2024

Feb. 29, 2024

Jan. 01, 2024

Due to related party current

^[1]

$ 97,953,000

$ 42,390,000

^[2]

17,008,000

$ 19,314,000

Prepaid expenses and other current assets

^[2]

$ 6,018,000

$ 8,908,000

Claims recovery service income

498,000

84,426,017

35,908,200

Working Capital Credit Facility Collateral [Member] | Second Amended and Restated First Lien Credit Agreement [Member]

11,800,000

Payment of certain costs and fees

$ 100,000

MSP Principals [Member] | Service fees

MSP Principals [Member] | Unsecured Promissory Notes [Member]

$ 13,000,000

Interest rate, payable in kind

$ 112,800,000

4.00%

Debt instrument, maturity term

4 years

MSP Recovery Law Firm [Member]

Jun. 16, 2026

Advance payment incurred for expense

$ 3,000,000

4,200,000

3,000,000

MSP Recovery Law Firm [Member] | Existing Legal Services Agreements [Member] | Professional Fees - Legal [Member]

Related party expenses 1

3,000,000

4,200,000

MSP Recovery Law Firm [Member] | Existing Legal Services Agreements [Member] | Cost of Claims Recoveries [Member]

Related party expenses 1

39,200,000

MSP Recovery Law Firm [Member] | Existing Legal Services Agreements [Member] | Affiliate Payable [Member]

Due to related party current

$ 0

MSP Recovery Law Firm [Member] | Existing Legal Services Agreements [Member] | Affiliate Receivable [Member]

Due from related party current

900,000

800,000

MSP Recovery Law Firm [Member] | Unsecured Promissory Notes [Member]

Proceeds from promissory notes

36,500,000

Prepaid expenses and other current assets

$ 4,700,000

7,700,000

MSP Recovery Law Firm [Member] | Unsecured Promissory Notes [Member] | Existing Legal Services Agreements [Member]

Debt instrument, maturity term

$ 4,950,000

24 months

MSP Recovery Law Firm [Member] | Unsecured Promissory Notes [Member] | Working Capital Credit Facility Collateral [Member] | Existing Legal Services Agreements [Member]

Jan. 15, 2026

Partial repayment of debt

$ 400,000

MSP Recovery Aviation, LLC [Member]

Related party expenses 1

MSP Recovery Aviation, LLC [Member] | Affiliate Receivable [Member]

$ 45,100

Due from related party current

200,000

Series MRCS LLC [Member] | Claims Financing Obligation and Notes Payable [Member]

Note payable related party

500,000

$ 500,000

Other Affiliates [Member] | Additional Receivables From Other Affiliates [Member] | Affiliate Receivable [Member]

Due from related party current

200,000

Due to related party current

19,800,000

$ 19,800,000

Virage Amendment [Member]

$ 1,300,000

1,300,000

Virage warrants payment description

Until our obligations to Virage are paid in full, the Company has the option every month to continue to pay Virage in one or a combination of: (a) cash, in an amount equal to 1.0% of each calendar month-end balance (which month-end balance shall be increased daily up to 20% per annum based on a formula set forth in the Virage MTA Amendment) of the amount owing to Virage as of each preceding calendar month end and/or (b) the issuance of subsequent Monthly Virage Warrants.

Virage Amendment [Member] | Initial Virage Warrant [Member]

Virage Amendment [Member] | Initial Virage Warrant [Member] | Class A Common Stock [Member]

28,298,329

Warrants expire date

Jan. 01, 2026

Unregistered shares issued

438,596

Virage Amendment [Member] | Monthly Virage Warrants [Member]

Virage Amendment [Member] | Monthly Virage Warrants [Member] | Subsequent Event [Member]

11,955,994

8,263,494

Virage Amendment [Member] | VRM [Member]

9,758,569

13,556,181

Third Virage M T A Amendment [Member]

$ 73,400,000

$ 37,100,000

VRM full payment description

the Company agreed that, after the Convertible Notes are fully satisfied, 25% of the Company’s portion of any net proceeds from the Yorkville SEPA would be used to pay down the VRM Full Return

Standby Equity Purchase Agreement [Member] | VRM [Member] | Subsequent Event [Member] | YA II PN, Ltd [Member]

Percentage of proceeds from repayment of debt

25.00%

[1]

For the three months ended March 31, 2024 and 2023, interest expense included $73.4 million and $37.1 million, respectively, related to interest expense due to VRM. See Note 15, Related Party Transactions, for further details.

[2]

As of March 31, 2024 and December 31, 2023, the total affiliate receivable, prepaid expenses, affiliate payable, warrant liability, other current liabilities, guaranty obligation and loan from related parties balances are with related parties. In addition, the prepaid expenses and other current assets, claims financing obligation and notes payable, and interest payable includes balances with related parties. See Note 15, Related Party Transactions, for further details.

Investment In Equity Method Investees (Tables)

3 Months Ended

Mar. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

Summarized Financial Information Of Equity Method Investees

Summary financial information for equity accounted investees, not adjusted for the percentage ownership of the Company is as follows:


	For the Three Months Ended March 31,
(in thousands)	2024			2023
Revenue	$	7		$	—
Amortization	$	500		$	500
Other expenses	$	10		$	—
Profit (Loss)	$	(503	)	$	(500	)


	As of
in thousands	March 31, 2024		December 31, 2023
Total Assets	$	911	$	1,403
Total Liabilities	$	410	$	399

Leases - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	$ 115
2025	157
2026	107
Total minimum payments required	379
Less: implied interest	(60)
Present value of lease liabilities	$ 319	$ 344

Leases - Schedule of Right-of-Use Assets and Lease Liabilities in Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Right-of-use asset	$ 315	$ 342
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Right-of-use asset
Operating lease liability, current	$ (115)	(109)
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current
Operating lease liability, non-current	$ (204)	(235)
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating lease liability, non-current
Total Lease Liability	$ (319)	$ (344)

Net Loss Per Common Share - Additional Information (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Public Warrants Outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	2,950,157	3,215,505
CPIA Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	2,666,667	2,666,667
New Warrants Outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	894,754,824	1,028,046,326
VRM Warrent Oustanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	48,517,817
Class V Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	124,067,498	125,124,860

Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:


	March 31,			December 31,
(In thousands)	2024			2023
Office and computer equipment	$	455		$	434
Leasehold improvements		113			113
Internally developed software		5,810			5,789
Other software		67			67
Property and equipment, gross	$	6,445		$	6,403
Less: accumulated depreciation and amortization of software		(1,559	)		(1,492	)
Property and equipment, net	$	4,886		$	4,911

For the three months ended March 31, 2024 and 2023, depreciation expense and amortization expense was $67.0 thousand and $9.0 thousand, respectively.

Property and Equipment, Net - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 67,000	$ 9,000

Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Noncontrolling Interest [Line Items]
Non-controlling interest	$ 980,839	$ 1,146,739
MAOMSO Recovery LLC Series FHCP [Member] \| MSP Recovery LLC [Member]
Noncontrolling Interest [Line Items]
Percentage of entitled preferred return by non-controlling member	20.00%
Entitled claims recover percentage by non-controlling member	80.00%
Percentage of non-controlling member allocated cost	100.00%
Non-controlling interest	$ 4,300	$ 4,300
UP-C Units [Member]
Noncontrolling Interest [Line Items]
Common unit exchange value	$ 2,700

Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

Schedule of Liabilities Measured at Fair Value on a Recurring Basis

Fair Value Measurements - Fair Value Measurements within the Fair Value Hierarchy of Derivative Liabilities Using Level 3 Inputs (Details) - Level 3 $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2023	$ (37)
Change in fair value of derivative liability and warrant liability	(153)
Balance at March 31, 2024	$ (190)

Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability related to fair value of beneficial conversion feature	$ 190	$ 37
Warrant liability	33,316	268
Financial Liabilities Fair Value Disclosure, Total	$ 33,506	$ 305

Intangible Assets, Net - Summary of Intangible Assets Net (Detail) - Claims Cost Recovery Rights [Member] - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 3,872,456	$ 3,872,356
Accumulated amortization	(860,574)	(739,560)
Total	$ 3,011,882	$ 3,132,796

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Liabilities measured at fair value on a recurring basis as of March 31, 2024, are summarized as follows:


in thousands	Level	March 31, 2024		December 31, 2023
Derivative liability – fair value of beneficial conversion feature	3	$	190	$	37
Warrant liability	2		33,316		268
Total		$	33,506	$	305

Fair Value Measurements within the Fair Value Hierarchy of Derivative Liabilities Using Level 3 Inputs

The following table details the roll-forward of the Level 3 liabilities during the year ended March 31, 2024:


in thousands	Derivative liability
Balance at December 31, 2023	$	(37	)
Change in fair value of derivative liability and warrant liability		(153	)
Balance at March 31, 2024	$	(190	)

Embedded Derivative Liability Valuation Assumptions

The embedded derivative liability is valued at each of the reporting period; the following table details the significant market-based inputs:


in thousands	March 31, 2024			December 31, 2023
Price of Common Stock	$	0.685		$	2.27
Volatility		35	%		40	%
Market Risk Spread		11.69	%		12.37	%
Expected Term (in years)		1.50			1.25

Intangible Assets, Net

3 Months Ended

Mar. 31, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets, Net

Note 7. INTANGIBLE ASSETS, NET

The Company records CCRAs at cost and amortized them as a finite intangible asset with a useful life of eight years. During three months ended March 31, 2024, the Company purchased $0.1 million of CCRAs included in Intangible assets, net, all of which were paid in cash.

Intangible assets, net consists of the following:


(in thousands)	March 31, 2024			December 31, 2023
Intangible assets, gross	$	3,872,456		$	3,872,356
Accumulated amortization		(860,574	)		(739,560	)
Net	$	3,011,882		$	3,132,796

For both the three months ended March 31, 2024 and 2023, claims amortization expense was $121.0 million and $113.5 million, respectively.

Future amortization for CCRAs, for the remainder of 2024 and thereafter is expected to be as follows:


(in thousands)	CCRAs Amortization
2024	$	362,970
2025		483,932
2026		483,932
2027		483,932
2028		483,932
Thereafter		713,184
Total	$	3,011,882

The Company monitors intangible assets for potential impairment indicators, including, but not limited to, assumptions regarding the amount and timing of future collections derived from its CCRAs. The Company continues to pursue recoveries from various parties under rights held through its CCRAs; however, extended delays may result in future impairment of the Company’s intangible assets.

During the three months ended March 31, 2024, the Company updated the recoverability analysis on the definite-lived CCRA intangible assets performed as of December 31, 2023. The Company did not identify any new impairment indicators outside of the ones already disclosed in its evaluation of its definite-lived intangible assets in the 2023 Form 10-K. Based on the analysis, the carrying value of the Company’s CCRA intangible assets were deemed to be recoverable as of March 31, 2024.

The following table presents the changes in the Company’s intangibles assets for the three months ended March 31, 2024:


(in thousands)	Intangible Assets
Balance as of December 31, 2023	$	3,132,796
Acquisitions of CCRAs		100
Amortization expense		(121,014	)
Total	$	3,011,882

Condensed Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands

Total

Common Stock [Member]

Class A Common Stock [Member]

Common Stock [Member]

Class V Stock [Member]

Additional Paid-in Capital [Member]

Accumulated Deficit [Member]

Non- Controlling Interests [Member]

Balance at beginning of period at Dec. 31, 2022

$ 2,185,465

$ 13

$ 137,069

$ (29,203)

$ 2,077,586

Balance at beginning of period, shares at Dec. 31, 2022

2,984,212

125,919,180

Conversion of Warrants

166

336

(170)

Conversion of Warrants, shares

4,167

Class A Issuances

2,058

16,236

(14,178)

Class A Issuances, shares

851,737

(794,319)

Balance at end of period, shares at Mar. 31, 2023

(174,146)

^[1]

(4,916)

(169,230)

3,840,116

125,124,861

Balance at end of period at Mar. 31, 2023

2,013,543

$ 13

153,641

(34,119)

1,894,008

Balance at beginning of period at Dec. 31, 2023

1,419,129

$ 1

$ 12

357,928

(85,551)

1,146,739

Balance at beginning of period, shares at Dec. 31, 2023

14,659,794

124,132,398

Class A Issuances

970

$ 1

9,151

(8,182)

Class A Issuances, shares

976,268

(64,900)

Balance at end of period, shares at Mar. 31, 2024

(176,600)

^[1]

(18,882)

(157,718)

15,636,062

124,067,498

Balance at end of period at Mar. 31, 2024

$ 1,243,499

$ 2

$ 12

$ 367,079

$ (104,433)

$ 980,839

[1]	Balances include related party transactions. See Note 15, Related Party Transactions, for further details.

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483421/250-10-45-24

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 23
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483421/250-10-45-23

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Section 45
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483421/250-10-45-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-5

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
-Paragraph 6
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
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-Section 65
-Paragraph 6
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479343/105-10-65-6

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
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-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479343/105-10-65-6

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
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-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-4

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480336/718-10-65-15

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 65
-Paragraph 15
-Subparagraph (f)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480336/718-10-65-15

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 65
-Paragraph 15
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480336/718-10-65-15

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(3)
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Commitments and Contingencies - Additional Information (Details) $ in Millions	Mar. 31, 2024 USD ($)
Cano Health, LLC [Member]
Loss Contingencies [Line Items]
Aggregate principal amount	$ 5.0

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

Note 8. LEASES

The Company leases office space in Puerto Rico under a non-cancellable operating lease which commenced in September 2023 and expires August 2026. Prior to this lease, the Company held a short-term lease, therefore the Company recorded an initial right-of-use (“ROU”) asset and lease liability upon signing the new lease agreement. Lease expense for the three months ended March 31, 2024 amounted to $39.5 thousand.

In addition, the Company rents office space from the Law Firm, which is on a month-to-month basis and therefore is not included within the ROU Asset and Lease liability nor in the future minimum lease payments below. Short-term rent expense for the three months ended March 31, 2024 and 2023 was $0.5 million and $0.3 million, respectively.

As of March 31, 2024, the weighted-average lease term and weighted-average discount rate were 2.4 years and 15.31%, respectively.

The presentation of right-of-use assets and lease liabilities in the condensed consolidated balance sheet is as follows:


		March 31,			December 31,
(In thousands)	Classification	2024			2023
Assets
Right-of-use asset	Right-of-use assets	$	315		$	342
Total Leased Assets		$	315		$	342

Liabilities
Current
Operating lease liability	Other current liabilities	$	(115	)	$	(109	)
Non-current
Operating lease liability	Lease liabilities	$	(204	)	$	(235	)
Total Lease Liability		$	(319	)	$	(344	)

The future minimum lease payments under non-cancellable operating leases as of March 31, 2024 for the next five years and thereafter are as follows:


(in thousands)
2024	$	115
2025		157
2026		107
2027		—
2028		—
Thereafter		—
Total minimum payments required		379
Less: implied interest		(60	)
Present value of lease liabilities	$	319

Net Loss Per Common Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Numerator - basic and diluted:

Less: Net (income) loss attributable to the non-controlling interests

^[1]

$ (176,600)

$ (174,146)

157,718

169,230

Net loss attributable to MSP Recovery, Inc.

$ (18,882)

$ (4,916)

Weighted-average shares of common stock outstanding - basic

Denominator - basic and diluted:

15,013,881

3,544,381

Weighted-average shares of common stock outstanding - diluted

15,013,881

3,544,381

Earnings per share of common stock - basic

$ (1.26)

$ (1.39)

Earnings per share of common stock - diluted

$ (1.26)

$ (1.39)

[1]	Balances include related party transactions. See Note 15, Related Party Transactions, for further details.

Description of the Business - Yorkville Purchase Agreement and Yorkville Standby Equity Purchase Agreement- Additional Information (Detail) - USD ($)								1 Months Ended	3 Months Ended
	Apr. 08, 2024	Apr. 01, 2024	Mar. 26, 2024	Feb. 05, 2024	Dec. 11, 2023	Nov. 16, 2023	Jan. 06, 2023	Nov. 14, 2023	Mar. 31, 2024	Mar. 31, 2023	May 02, 2024	Apr. 12, 2024	Nov. 13, 2023	Apr. 12, 2023	May 27, 2022
Nature Of Operations [Line Items]
Fair value of combined embedded derivative									$ 190,000
Impact of fair value of combined embedded derivative									153,000
Proceeds from debt issuance amount									$ 4,500,000	$ 15,000,000
Amended and Restated Nomura Promissory Note [Member]
Nature Of Operations [Line Items]
Aggregate principal amount			$ 30,000,000										$ 28,900,000	$ 26,300,000
Interest rate														16.00%	8.00%
Extended maturity date			Sep. 30, 2025
Standby Equity Purchase Agreement [Member] \| YA II PN, Ltd \| Convertible Notes
Nature Of Operations [Line Items]
Payment of advance for shares of common stock in event of termination								$ 250,000,000
Aggregate principal amount								$ 15,000,000
Interest rate								5.00%
Percentag of aggregate proceeds used to pay amounts outstanding								50.00%
Percentage of proceeds used to pay amounts due under Convertible Notes								50.00%
Percentage of payment of aggregate purchase price of shares								9.99%
Increase Decrease interest percentage								18.00%
VWAP of shares during prior date								120.00%
VWAP five consecutive trading days								95.00%
Closing price the trading day								20.00%
Monthly payment				$ 1,500,000				$ 1,500,000
Exchange Cap or the amount of shares of common stock								9.99%
Premium and accrued and unpaid interest								5.00%
Aggregate number of shares of common stock issued and outstanding as of the effective dat								19.99%
Floor price trigger	$ 1							$ 1.28
Standby Equity Purchase Agreement [Member] \| YA II PN, Ltd \| Tranch One [Member] \| Convertible Notes
Nature Of Operations [Line Items]
Aggregate principal amount								$ 5,000,000
Proceeds from debt issuance amount						$ 4,730,000
Standby Equity Purchase Agreement [Member] \| YA II PN, Ltd \| Tranche Two [Member] \| Convertible Notes
Nature Of Operations [Line Items]
Aggregate principal amount					$ 5,000,000
Proceeds from debt issuance amount					$ 4,750,000
Subsequent Event [Member] \| Standby Equity Purchase Agreement [Member] \| YA II PN, Ltd \| Convertible Notes
Nature Of Operations [Line Items]
Aggregate principal amount	$ 5,000,000											$ 13,000,000
Proceeds from debt issuance amount	$ 4,750,000
Floor price trigger	$ 1	$ 0.5									$ 0.5
Extended maturity date	Sep. 30, 2025
VRM [Member] \| Subsequent Event [Member] \| Standby Equity Purchase Agreement [Member] \| YA II PN, Ltd
Nature Of Operations [Line Items]
Percentage of proceeds from repayment of debt		25.00%
Common Stock [Member] \| Common Stock Purchase Agreement [Member] \| YA II PN, Ltd
Nature Of Operations [Line Items]
Option to sell maximum shares value under purchase agreement							$ 1,000,000,000
Common Stock [Member] \| Standby Equity Purchase Agreement [Member] \| YA II PN, Ltd
Nature Of Operations [Line Items]
Option to sell maximum shares value under purchase agreement								$ 250,000,000
Mandatory minimum amount								100.00%
Stock purchased price								98.00%
Minimum VWAP of shares								97.00%
Class A [Member] \| Common Stock Purchase Agreement [Member] \| Cantor Fitzgerald [Member]
Nature Of Operations [Line Items]
Date of termination							Jan. 06, 2023

Business Combination

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Business Combination

Note 3. BUSINESS COMBINATION

On May 23, 2022 (the “Closing Date”), MSP Recovery, Inc. d/b/a LifeWallet, a Delaware corporation (formerly known as Lionheart Acquisition Corporation II (“LCAP”)) consummated the previously announced business combination pursuant to that certain Membership Interest Purchase Agreement, dated as of July 11, 2021, as amended (the “MIPA”), by and among the Company, Lionheart II Holdings, LLC, a wholly owned subsidiary of the Company, MSP Recovery, LLC and combined and consolidated subsidiaries (“Legacy MSP”), the members of Legacy MSP (the “Members”), and John H. Ruiz, in his capacity as the representative of the Members (the “Members’ Representative”). Pursuant to the MIPA, the Members sold and assigned all of their membership interests in Legacy MSP to the Company in exchange for non-economic voting shares of Class V common stock, par value $0.0001, of the Company (“Class V Common Stock”) and non-voting economic Class B Units of Opco (“Class B Units,” and each pair consisting of one share of Class V Common Stock and one Class B Unit, an “Up-C Unit”) (such transaction, the “Business Combination”). The Up-C Units are convertible into Class A Common Stock of the Company at the discretion of the holder of the Up-C Unit. Subsequent to the Closing Date, the Company’s sole asset is its equity interest in MSP Recovery, LLC. The Company is the managing member and therefore consolidates Legacy MSP.

As a result of the closing of the Business Combination (the “Closing”), the Company is organized in an “Up-C” structure in which all of the business of Legacy MSP and its subsidiaries is held directly or indirectly by the Company, the Company is the managing member, consolidates Legacy MSP and the Company owns all of the voting economic Class A Units and the Members and their designees own all of the non-voting economic Class B Units in accordance with the terms of the first amended and restated limited liability company agreement of the Company. Each Up-C Unit may be exchanged for either, at the Company’s option, (a) cash or (b) one share of Class A common stock, par value $0.0001, of the Company (“Class A Common Stock”), subject to the provisions set forth in the LLC Agreement. The aggregate consideration paid to the Members (or their designees) at the Closing consisted of (i) 130,000,000 Units and (ii) rights to receive payments under the Tax Receivable Agreement (“TRA”). Of the 130,000,000 Units, 126,178,932 Units were issued in connection with the Closing and 3,821,068 Units were designated to the Company and Opco for cancellation (“Canceled Units”). Since the Closing, the Company has issued 2,000,880 Up-C Units to certain designated persons and intends to further issue shares of Class A Common Stock in respect of transaction-related bonuses or certain other designated persons, which together with the 2,000,880 Up-C Units, would be equivalent in number to the Canceled Units.

In connection with the Closing, the Company changed its name from “Lionheart Acquisition Corporation II” to “MSP Recovery, Inc.” The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company is treated as the acquired for financial statement reporting purposes. The reverse recapitalization was treated as the equivalent of Legacy MSP issuing stock for the net assets of LCAP, accompanied by a recapitalization. The net assets of LCAP are stated at historical cost, with no goodwill or other intangible assets recorded.

The Company received net proceeds in the business combination transaction of approximately $23.4 million. The Company incurred direct and incremental costs of approximately $79.2 million related to the Business Combination, which consisted primarily of

investment banking, legal, accounting, and other professional fees. These transaction-related costs were recorded as a reduction of additional paid-in capital in the condensed consolidated balance sheets.

Warrants

As part of the Business Combination, the Company assumed the liability related to the LCAP public warrants (“Public Warrants”) of $12.5 million. Pursuant to the terms of the Existing Warrant Agreement, and after giving effect to the issuance of the New Warrants, as defined below, the exercise price of the Public Warrants decreased to $0.0025 per share of Class A Common Stock. During the period from the Closing Date to March 31, 2024, approximately 8.9 million warrants of the original 11.8 million warrants had been exercised. For the three months ended March 31, 2024, the fair value of the remaining unexercised warrants decreased resulting in other income of $0.2 million, which is recorded within change in fair value of warrant and derivative liabilities in the condensed consolidated statements of operations. Following anti-dilution adjustments made in connection with the Business Combination, the Public Warrants have an exercise price of $0.0025 per share, which have become exercisable as of 10 days after closing of the Business Combination, on a cashless basis in lots of 25.

Additionally, in connection with the Business Combination, the Company declared a dividend of approximately 1,028 million New Warrants payable to the holders of record of the Class A Common Stock as of the close of business on the Closing Date, after giving effect to the waiver of the right, title, and interest in, to or under, participation in any such dividend by the Members, on behalf of themselves and any of their designees. The New Warrants will be exercisable 30 days following the Closing Date until their expiration date, which will be the fifth anniversary of the Closing Date or earlier redemption. The record date for the determination of the holders of record of the outstanding shares of Class A Common Stock entitled to receive the New Warrant Dividend was the close of business on the Closing Date. Pursuant to the terms of the LLC Agreement, at least twice a month, to the extent any New Warrants have been exercised in accordance with their terms, the Company is required to purchase from the MSP Principals, proportionately, the number of Up-C Units or shares of Class A Common Stock owned by such MSP Principal equal to the Aggregate Exercise Price divided by the Warrant Exercise price in exchange for the Aggregate Exercise Price. The Company determined that the New Warrants instruments meet the equity scope exception in ASC 815 to be classified in stockholders’ equity, and as the repurchase right noted above has a mirrored value designed to offset the New Warrants, if exercised would be an equity only transaction. The New Warrants are each exercisable in lots of 25 for one whole share of Class A Common Stock at an exercise price of $287.50 per whole share. The New Warrants must be exercised in lots of 25, as no fractional shares will be issued as a result of their exercise. The New Warrants are subject to certain anti-dilution adjustments.

Public Warrants and New Warrants are currently listed on Nasdaq under the symbols “LIFWZ” and “LIFWW,” respectively.

Tax Receivable Agreement

In connection with the Business Combination, the Company also entered into a Tax Receivable Agreement (the “TRA”). Pursuant to the TRA, the Company is required to pay the sellers 85% of the amount of tax benefits that the Company actually realizes as a result of (i) the Company’s direct and indirect allocable share of existing tax basis acquired in the Business Combination, (ii) increases in the Company’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of the Company as a result of the Business Combination and as a result of sales or exchanges of Up-C Units for cash or shares of Class A Common Stock, and (iii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.

During the three months ended March 31, 2024, the Company’s TRA liability associated with the allocable share of existing tax basis acquired in the Business Combination would give rise to a TRA liability of $12.4 million. The Company has not recognized such liabilities under the TRA after concluding it was not probable that the Company will be able to realize the remaining tax benefits based on estimates of future taxable income. No payments were made to the Continuing Equity Owners and Blocker Shareholders (as defined in the TRA) pursuant to the TRA during the three months ended March 31, 2024 and 2023. The estimation of liability under the tax receivable agreement is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income of MSP Recovery, Inc. in the future. We may incur additional liabilities under the TRA when Lionheart II Holdings, LLC are exchanged in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes subject to the TRA is released in a future period, the relating TRA liability may be considered probable at that time and recorded within earnings.

The Company has assessed the realizability of the net deferred tax assets and in that analysis, has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets as of March 31, 2024, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. As the tax benefits associated with the TRA have not been recognized, based on estimates of future taxable income, the Company has concluded it is not

probable to recognize any tax receivable agreement liability. If the valuation allowance recorded against the deferred tax assets is released in a future period, the TRA liability may be considered probable at that time and recorded within earnings.

Non-Controlling Interest

As a result of the Business Combination, the Company reflects non-controlling interests due to the Up-C structure. The Company holds all of the voting Class A Units of Opco, whereas the Members (or their designees) hold all of the non-voting economic Class B Units of Opco (these Class B Units represent the non-controlling interest in the Company). The ownership percentage of Class V Common Stock held in the Company by the Members (or their designees) will be equivalent to the number of Class B Units held in the Company, and as such, reflects non-controlling interest in the Company, which is equivalent to the Class V Common Stock ownership percentage. See Note 12, Noncontrolling Interest, for more information on ownership interests in the Company.

Amended and Restated Nomura Promissory Note

On May 27, 2022, the Company issued an unsecured promissory note to Nomura in a principal amount of approximately $24.5 million related to advisory fees and deferred underwriting fees and expenses that became due and payable by the Company to Nomura, in connection with the consummation of the Business Combination. On April 12, 2023, the Company amended and restated the promissory note (the “First Amended and Restated Nomura Note”), increasing the principal amount to approximately $26.3 million, increasing the interest rate from 8.0% to 16.0% per annum, and extending the maturity date of the Nomura Note to September 30, 2024. On November 13, 2023, the Company amended and restated the First Amended and Restated Nomura Note (the “Second Amended and Restated Nomura Note”) to (a) increase the principal amount to approximately $28.9 million, (b) extend the maturity date to December 31, 2024, and (c) permit the Company to use the proceeds of an at-the-market offering to repay indebtedness incurred by the Company for which the proceeds are used for operating expenses, subject to certain enumerated restrictions. On March 26, 2024, the Company amended and restated the Second Amended and Restated Nomura Note (the “Third Amended and Restated Nomura Note”) to (a) increase the principal amount to approximately $30.0 million, and (b) extend the maturity date to September 30, 2025. The Third Amended and Restated Nomura Note carries an interest rate of 16% per annum and is payable in kind or in cash, at the Company’s discretion, every 30 calendar days after March 26, 2024. Upon two days prior written notice to Nomura, the Company may prepay all or any portion of the then outstanding principal amount under the Nomura Note together with all accrued and unpaid interest thereon. The balance of the unsecured Nomura Note and related interest are included within Claims financing obligations and notes payable in the condensed consolidated balance sheet.

Investment In Equity Method Investees - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2024 USD ($) Investment	Dec. 31, 2023 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of holding investments \| Investment	4
PMPI [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 0	$ 0
Percentage of preferred return for the controlling member	20.00%
Percentage of recovery claims for the controlling member	50.00%
Percentage of costs allocated to non controlling member	100.00%
MAO [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 0	0
Equity method investments ownership percentage	50.00%
MSO [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 0	$ 0
Equity method investments ownership percentage	50.00%

Intangible Assets, Net - Schedule of Expected Future Amortization Expense of Intangible Assets (Detail) - Claims Cost Recovery Rights [Member] - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite Lived Intangible Assets Future Amortization Expense [Line Items]
2024	$ 362,970
2025	483,932
2026	483,932
2027	483,932
2028	483,932
Thereafter	713,184
Total	$ 3,011,882	$ 3,132,796

Basis of Presentaton and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited condensed consolidated interim financial statements (the “Financial Statements”) reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein. These Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the 2023 Form 10-K. The year-end condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year. All intercompany transactions and balances are eliminated from the Financial Statements.
Principles of Consolidation	Principles of consolidation The Company consolidates all entities that it controls through a majority voting interest or otherwise and the accompanying financial statements include the accounts of the Company’s wholly owned subsidiaries and those entities for which the Company has a controlling interest in. The Company also consolidates all entities that it controls as the primary beneficiary of a variable interest entity (“VIE”). Under the VIE model, management first assesses whether the Company has a variable interest in an entity, which would include an equity interest. If the Company has a variable interest in an entity, management further assesses whether that entity is a VIE, and if so, whether the Company is the primary beneficiary under the VIE model. Generally, entities that are organized similar to a limited partnership, in which a general partner (or managing member) make the most relevant decisions that affect the entity’s economic performance, are considered to be VIEs which would require consolidation, unless the limited partners have substantive kickout or participating rights. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. Under the VIE model, an entity is deemed to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. This analysis includes an evaluation of the Company’s control rights, as well as the economic interests that the Company holds in the VIE, including indirectly through related parties. As a result of the Business Combination, the Company consolidates MSP Recovery under the VIE model.
Estimates and Assumptions	Estimates and Assumptions The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company’s estimates. Estimates are periodically reviewed considering changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these consolidated financial statements include but are not limited to Claims recovery income and Claims recovery service income recognition, recoverability of long-lived assets and cost of Claims recoveries.
Concentration of credit risk and Off-Balance Sheet Risk	Concentration of Credit Risk and Off-Balance Sheet Risk Cash and affiliate receivable are financial instruments that are potentially subject to concentrations of credit risk. See Note 15, Related Party Transactions, for disclosure of affiliate receivables. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions where cash is held. The Company has no other financial instruments with off-balance-sheet risk of loss.
Non-controlling Interests	Non-Controlling Interests As part of the Business Combination and described in Note 3, Business Combination, the Company became the managing member of MSP Recovery, which is consolidated as the Company controls the operating decisions of MSP Recovery. The non-controlling interest relates to the Up-C Units that are convertible into Class A Common Stock of the Company at the discretion of the holder of the Up-C Unit. The Up-C Unit holders retained approximately 99.76% of the economic ownership percentage of the Company as of the Closing Date. The non-controlling interest is classified as permanent equity within the condensed consolidated balance sheet of the Company. As of March 31, 2024, based on the Class A common stock issuances during the period, the non-controlling interest of Class V shareholders was 88.8%. Changes in the Company’s ownership interest in MSP Recovery, due to holders of Class V Common Stock converting their shares to Class A Common Stock, are accounted for as equity transactions. Each issuance of the Company’s Class A Common Stock requires a corresponding issuance of MSP Recovery units to the Company. The issuance would result in a change in ownership and would reduce the balance of non-controlling interest and increase the balance of additional paid-in capital.
Recent Accounting Pronouncements	Recent Accounting Pronouncements New Accounting Pronouncements Issued but Not Yet Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Among other requirements, this update adds specific disclosure requirements for income taxes, including: (1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that implementation of this standard will have on the Company’s consolidated financial statements and disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company operates in one reportable segment; however, it is currently evaluating the effect that implementation of this standard will have on the Company’s consolidated financial statements and disclosures. In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. The Company is evaluating the impact of this rule on its consolidated financial statements and disclosures.

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 15. RELATED PARTY TRANSACTIONS

Loans from related parties

The Company has an unsecured promissory note in an aggregate principal amount of $112.8 million (the “Promissory Note”) to John H. Ruiz and Frank C. Quesada, the Company’s Chief Executive Officer and director and Chief Legal Officer and director, respectively (collectively, the “MSP Principals”), in exchange for the MSP Principals agreeing to provide cash to pay transaction costs related to the Merger, pay down affiliate payable balances, and provide operating cash to the Company. In addition to the amounts in the Promissory Note, at the merger date with LCAP, the MSP Principals contributed $13.0 million through funds that had been loaned to VRM MSP to cover related service fees. The Promissory Note as well as the amount contributed at the merger date bear interest at an annual rate of 4%, payable in kind, and will mature on June 16, 2026, the four-year anniversary of the issuance. The Promissory Note is payable by the Company at any time, without prepayment penalties, fees, or other expenses. During both the three months ended March 31, 2024 and 2023, the Company recorded $1.3 million of interest expense related to the Promissory Note.

A portion of the proceeds under the Promissory Note in an amount equal to $36.5 million was advanced to the Law Firm, an affiliate of certain Members, for certain operating expenses pursuant to a legal services agreement. This amount is reflected in prepaid expenses and other current assets within the condensed consolidated balance sheets and had a balance of $4.7 million and $7.7 million as of March 31, 2024 and December 31, 2023, respectively. The advances of Law Firm expenses are reflected in Professional fees – legal within the condensed consolidated statement of operations. The advances are expensed as incurred, as the Company does not have recourse to any amounts incurred should Law Firm fail to secure recoveries, although it does have recourse to any amounts advanced that have not been incurred as an expense.

Under the legal services agreement, Company shall advance certain of Law Firm’s monthly expenses, including payroll and overhead; however, should Law Firm earn fees under the legal service agreements (the “Existing LSAs”) noted below, net of pre-existing obligations including payments to co-counsel sufficient to cover its monthly expenses, Company is entitled to reimbursement of the advance of said monthly expenses. Further, to the extent that Law Firm earns a surplus of fees in excess of its monthly expenses, said surplus shall be used to reimburse past amounts of Law Firm’s monthly expenses that Company advanced. For the three months ended March 31, 2024, approximately $3.0 million of the $36.5 million advanced by the Company to the Law Firm has been incurred for expenses pursuant to the legal services agreement.

Legal Services – Law Firm

Certain Company entities have previously entered into the Existing LSAs with the Law Firm, an affiliate of certain Members, for the recovery of Claims. Pursuant to the terms of the Existing LSAs, the Law Firm provides the Company with investigation, case management, research and legal services in the pursuit of recovery of Claims in exchange for a portion of the recovered proceeds relating to such Claims. The Existing LSAs also provide that the Law Firm serves as lead counsel or co-lead counsel for any litigation relating to such Claims. As of March 31, 2024 and December 31, 2023, there was no amount due, as amounts paid through the prepaid noted above had covered amounts of existing LSAs due to the Law Firm for Claim recoveries. For the three months ended March 31, 2024 and 2023, $3.0 million and $4.2 million, respectively, was included in Professional fees – legal, for expenses related to the Law Firm in the condensed consolidated statements of operations. The amounts are related to the payment of Law Firm expenses as noted above.

In addition, during fiscal year 2023, the Company issued an unsecured promissory note in an aggregate principal amount of $4.95 million to the Law Firm, to provide general operational funding (the “Law Firm Loan”). The aggregate unpaid principal amount of this promissory note is due 24 months from the date of the most recent advance from the Second Amended and Restated First Lien Credit Agreement is made. As of March 31, 2024, this promissory note is due on January 15, 2026. This promissory note does not carry interest and is payable by the Company at any time, without prepayment penalties, fees, or other expenses. On March 4, 2024, the Board authorized the partial repayment of the Law Firm Loan in the amount of $0.4 million, which funds were to be used for the express purpose of paying property taxes on real property owned and pledged by the MSP Principals to HPH as collateral in connection with the Working Capital Credit Facility.

For the three months ended March 31, 2024, $39.2 thousand, respectively, were included in cost of Claims recoveries for expenses related to the Law Firm in the condensed consolidated statements of operations. For the three months ended March 31, 2023, no amounts of cost of Claims recoveries for expenses related to the Law Firm were included in the condensed consolidated statements of operations.

The Law Firm may also collect and/or hold cash on behalf of the Company in the ordinary course of business. As of March 31, 2024 and December 31, 2023, $0.9 million and $0.8 million, respectively, was due from the Law Firm and included in the condensed consolidated balance sheets in Affiliate Receivable. In addition, the Company rents office space from the Law Firm as discussed in Note 8, Leases.

MSP Recovery Aviation, LLC

The Company may make payments related to operational expenses on behalf of its affiliate, MSP Recovery Aviation, LLC (“MSP Aviation”). The Company has made payments in the periods of the financial statements only related to specifically billed flights. As of both March 31, 2024 and December 31, 2023, $0.2 million was due from MSP Aviation and included in the condensed consolidated balance sheets in Affiliate Receivable. For the three months ended March 31, 2024, $45.1 thousand was included in General and Administrative expenses related to MSP Aviation in the condensed consolidated statements of operations. For the three months ended March 31, 2023, there were no expenses related to MSP Aviation included in the condensed consolidated statements of operations.

Funds held for other entities

The Company may collect and/or hold cash on behalf of its affiliates in the ordinary course of business. As of both March 31, 2024 and December 31, 2023, $19.8 million was due to affiliates of the Company and included in the condensed consolidated balance sheets in Affiliate Payable. These amounts were primarily due to Series MRCS, and will be repaid either through excess cash flows from operations or other financing. The Company also has a note payable with Series MRCS, which as of both March 31, 2024 and December 31, 2023, the balance was $0.5 million and included in the condensed consolidated balance sheets in Claims financing obligation and notes payable.

As of both March 31, 2024 and December 31, 2023, there were additional receivables from other affiliates of $0.2 million. These were included in the condensed consolidated balance sheets in Affiliate Receivable.

VRM MSP

The Company concluded that VRM MSP is a related party due to ownership interests in the entity held by Series MRCS. For the three months ended March 31, 2024 and 2023, the Company recorded $73.4 million and $37.1 million, respectively, for interest expense related to the VRM Full Return and Virage MTA Amendment.

Virage

As discussed in Note 4, Asset Acquisitions, the Initial Virage Warrant, as amended, was issued effective January 1, 2024 and entitles Virage to purchase 28,298,329 shares of Class A Common Stock, with an expiration date of January 1, 2026. In addition, Virage Warrants were issued for February 2024 entitling Virage to purchase 8,263,494 shares and March 2024 entitling Virage to purchase 11,955,994 shares, which are recorded as warrant liability in the condensed consolidated balance sheet. Further, on April 12, 2024 a Monthly Virage Warrant was issued for April 2024 entitling Virage to purchase 13,556,181 shares to settle interest payable due to Virage as of March 31, 2024, and on May 15, 2024, the Company issued an additional Monthly Virage Warrant for May 2024 entitling Virage to purchase 9,758,569 shares. Until our obligations to Virage are paid in full, the Company has the option every month to continue to pay Virage in one or a combination of: (a) cash, in an amount equal to 1.0% of each calendar month-end balance (which month-end balance shall be increased daily up to 20% per annum based on a formula set forth in the Virage MTA Amendment) of the amount owing to Virage as of each preceding calendar month end and/or (b) the issuance of subsequent Monthly Virage Warrants.

On April 1, 2024, the Company entered into the Third Virage MTA Amendment which: (i) extended the VRM Full Return payment due date to September 30, 2025, subject to acceleration upon certain triggering events, including the receipt of a going concern opinion by the Company’s independent auditor; (ii) the Company agreed that, after the Convertible Notes are fully satisfied, 25% of the Company’s portion of any net proceeds from the Yorkville SEPA would be used to pay down the VRM Full Return; and (iii) commence the sale of certain reserved shares of Messrs. John H. Ruiz and Frank C. Quesada, and the delivery of the resulting net cash proceeds thereof to VRM.

Pursuant to a purchase agreement dated March 4, 2024, and as disclosed on a Form 4 dated March 4, 2024 filed by Mr. John Ruiz, the Company’s Chief Executive Officer, the Company issued 438,596 unregistered shares of Class A Common Stock to Virage in satisfaction of certain obligations of the Company, which shares were subsequently purchased from Virage by Mr. Ruiz.

Working Capital Credit Facility Collateral

Pursuant to the Second Amended and Restated First Lien Credit Agreement, and in order to secure those additional advances of Term Loan B beginning in January 2024, the Company approved for Messrs. John Ruiz and Frank Quesada to provide, as additional collateral, the following: (i) a pledge of the equity interests in an Affiliate of Messrs. John Ruiz and Frank Quesada; (ii) a mortgage on real property owned by an Affiliate of Messrs. John Ruiz and Frank Quesada, and (iii) a personal guaranty by Messrs. John Ruiz and Frank Quesada, as primary obligors, guaranteeing those additional advances of Term Loan B beginning in January 2024. On December 22, 2023, our Board approved the Company's payment of certain costs and fees (including legal fees) on behalf of John H. Ruiz and Frank C. Quesada, associated with the mortgage granted in connection with said guaranty, totaling $0.1 million. On March 4, 2024, the Board authorized the partial repayment of the Law Firm Loan in the amount of $0.4 million, which funds were to be used for the express purpose of paying property taxes on real property owned and pledged by the MSP Principals to HPH as collateral in connection with the Working Capital Credit Facility.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Number of affiliated property and casualty insurers | AffiliatedProperty

Description of the Business - Additional Information (Detail)
$ / shares in Units, $ in Thousands

3 Months Ended

Mar. 01, 2024

AffiliatedProperty

Mar. 31, 2024

USD ($)

Mar. 31, 2023

USD ($)

Dec. 31, 2023

USD ($)

May 23, 2022

$ / shares

Nature Of Operations [Line Items]

Unrestricted cash and cash equivalents

$ 11,973

$ 11,633

Accumulated deficit

(104,433)

(85,551)

Cash in operations

(2,145)

$ (9,976)

Proceeds from debt issuance amount

4,500

$ 15,000

Remaining amount

^[1]

$ 6,018

$ 8,908

Class V Common Stock Units [Member] | Non Economic Voting Shares [Member]

Nature Of Operations [Line Items]

Common stock par or stated value per share | $ / shares

$ 0.0001

[1]

Investment In Equity Method Investees

3 Months Ended

Mar. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

Investment In Equity Method Investees

Note 5. INVESTMENT IN EQUITY METHOD INVESTEES

The Company holds four investments which are accounted for using the equity method: MAO-MSO Recovery II LLC Series PMPI (“Series PMPI”), MAO-MSO Recovery LLC, MAO-MSO Recovery II LLC (both collectively the “MAO-MSO entities”) and VRM MSP.

Series PMPI is a series of MAO-MSO Recovery II LLC. The Company exercises significant influence over the operating and financial activities of Series PMPI, but does not exercise control of the entity. In accordance with Series PMPI’s operating agreement, the controlling member is entitled to a preferred return of 20% per annum (the “Preferred Return”). Once the Preferred Return has been met, the controlling member is entitled to 50% of Claims recoveries by PMPI. The noncontrolling member is allocated 100% of the

costs of PMPI. Since the Preferred Return exceeds the total members’ equity of PMPI as of both March 31, 2024 and December 31, 2023, the value of the equity method investment in the condensed consolidated balance sheet is $0.

The MAO-MSO entities are Delaware limited liability companies formed as master series entities whose central operations are to form other series legal entities that will hold and pursue Claims recovery rights. The MAO-MSO entities are not designed to hold or pursue Claims recoveries themselves. The Company holds a 50% economic interest in both entities, and has significant influence through its equity investment, but does not control either entity. As equity method investments, the Company recognizes its proportionate share of net earnings or losses as equity earnings in Other income. The activity of these entities has been insignificant for the three months ended March 31, 2024 and 2023. Since the Company did not make a contribution to the MAO-MSO entities, and the entities have recorded losses, the value of the equity method investment in the condensed consolidated balance sheets is $0 as of both March 31, 2024 and December 31, 2023.

Summary financial information for equity accounted investees, not adjusted for the percentage ownership of the Company is as follows:


	For the Three Months Ended March 31,
(in thousands)	2024			2023
Revenue	$	7		$	—
Amortization	$	500		$	500
Other expenses	$	10		$	—
Profit (Loss)	$	(503	)	$	(500	)


	As of
in thousands	March 31, 2024		December 31, 2023
Total Assets	$	911	$	1,403
Total Liabilities	$	410	$	399

In 2023, in connection with an amendment to the VRM MSP structure, the Company became a direct investor in VRM MSP, which controls MSP Recovery Claims, Series LLC, and recognizes this investment as an equity method investment. However, the Company previously consolidated and continues to consolidate the underlying Series of MSP Recovery Claims, Series LLC, which hold investments in CCRAs that the Company controls as primary beneficiary under the VIE model. As such, other than the Series, which were already consolidated, the investment in VRM MSP includes only administrative activities that are not otherwise consolidated, and any costs are allocable to the other investors. As a result, the Company has no significant equity earnings or exposure to losses or obligations to fund this investment.

Intangible Assets, Net - Additional Information (Detail) - Claims Cost Recovery Rights [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Intangible Assets, Net [Line Items]
Finite life intangible assets acquired useful life	8 years
Additional purchase of intangible assets	$ 100
Amortization expense	$ 121,014	$ 113,500

Condensed Consolidated Statements of Operations - USD ($)

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Claims recovery income

$ 6,001,000

$ 3,497,000

Claims recovery service income

498,000

Total Claims Recovery

6,001,000

3,995,000

Operating expenses

Cost of claim recoveries

1,673,000

1,021,000

Claims amortization expense

121,014,000

113,469,000

General and administrative

^[1]

5,566,000

6,855,000

Professional fees

4,420,000

9,728,000

Professional fees - legal

^[2]

3,467,000

8,551,000

Allowance for credit losses

5,000,000

Depreciation and amortization

67,000

9,000

Total operating expenses

136,207,000

144,633,000

Operating Loss

(130,206,000)

(140,638,000)

Other income (expense), net

^[3]

(97,953,000)

(42,390,000)

252,000

6,627,000

Change in fair value of warrant and derivative liabilities

51,307,000

2,255,000

Net loss before provision for income taxes

(176,600,000)

(174,146,000)

Less: Net (income) loss attributable to the non-controlling interests

^[4]

(176,600,000)

(174,146,000)

157,718,000

169,230,000

Net loss attributable to MSP Recovery, Inc.

$ (18,882,000)

$ (4,916,000)

Weighted average shares outstanding, basic

Operating expenses

15,013,881

3,544,381

Weighted average shares outstanding, diluted

15,013,881

3,544,381

Basic net income (loss) per common share

$ (1.26)

$ (1.39)

Diluted net income (loss) per common share

$ (1.26)

$ (1.39)

[1]	For the three months ended March 31, 2024 general and administrative expenses included $45.1 thousand of related party expenses. See Note 15, Related Party Transactions, for further details. No such related party expenses were present for the three months ended March 31, 2023.
[2]	For the three months ended March 31, 2024 and 2023, Professional Fees—legal included $3.0 million and $4.2 million, respectively, of related party expenses related to the Law Firm. See Note 15, Related Party Transactions, for further details.
[3]	For the three months ended March 31, 2024 and 2023, interest expense included $73.4 million and $37.1 million, respectively, related to interest expense due to VRM. See Note 15, Related Party Transactions, for further details.
[4]	Balances include related party transactions. See Note 15, Related Party Transactions, for further details.

Fair Value Measurements - Embedded Derivative Liability Valuation Assumptions (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Price of Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability	0.685	2.27
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability	0.35	0.40
Market Risk Spread
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability	0.1169	0.1237
Expected Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability term	1 year 6 months	1 year 3 months

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 17. SUBSEQUENT EVENTS

Comprehensive Settlement with Group of Affiliated Property and Casualty Insurers

In addition, on April 18, 2024, the Company reached a comprehensive settlement with a separate group of affiliated property and casualty insurers (the “Additional P&C Insurers”). The terms of the confidential settlement agreement include:

•

The Additional P&C Insurers’ agreement to provide historical data for claimants and also assist the Company in reconciling its relevant current and future assigned Medicare claims;

•

The carrier will assign to the Company all rights to collect additional sums from plaintiff attorneys and medical providers;

•

A 10-year agreement to resolve cooperatively, or through binding mediation, relevant Medicare claims (liens) that the Company acquires in the future and non-Medicare claims that it owns today; and

•

The Additional P&C Insurers’ agreement that they may be primary payers for any unreimbursed Medicare lien that the Company identifies from data sharing, and the property and casualty insurer’s agreement to assign all rights to collect against other third parties that either failed to pay liens or collected twice from Medicare funds and the Additional P&C Insurers.

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 14. FAIR VALUE MEASUREMENTS

The Company has no assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023. There were no assets or liabilities measured at fair value on a non-recurring basis during the three months ended March 31, 2024. Liabilities measured at fair value on a recurring basis as of March 31, 2024, are summarized as follows:


in thousands	Level	March 31, 2024		December 31, 2023
Derivative liability – fair value of beneficial conversion feature	3	$	190	$	37
Warrant liability	2		33,316		268
Total		$	33,506	$	305

The following table details the roll-forward of the Level 3 liabilities during the year ended March 31, 2024:


in thousands	Derivative liability
Balance at December 31, 2023	$	(37	)
Change in fair value of derivative liability and warrant liability		(153	)
Balance at March 31, 2024	$	(190	)

As of March 31, 2024, the beneficial conversion feature within the Yorkville SEPA is treated as an embedded derivative liability and changes in the fair value were recognized in the change in fair value of warrant and derivative liabilities in the condensed consolidated statements of operations. The embedded derivative liability is valued at each of the reporting period; the following table details the significant market-based inputs:


in thousands	March 31, 2024			December 31, 2023
Price of Common Stock	$	0.685		$	2.27
Volatility		35	%		40	%
Market Risk Spread		11.69	%		12.37	%
Expected Term (in years)		1.50			1.25

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Business Combination and Asset Acquisition [Abstract]

Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	$ 6,445	$ 6,403
Less: accumulated depreciation and amortization of software	(1,559)	(1,492)
Property and equipment, net	4,886	4,911
Office and computer equipment
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	455	434
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	113	113
Internally developed software
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	5,810	5,789
Other software
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	$ 67	$ 67

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - Class A Common Stock [Member]	Mar. 31, 2024
Up-C Unit Holders [Member]
Accounting Policies [Line Items]
Non-controlling interests ownership percentage	99.76%
Class V Shareholders [Member]
Accounting Policies [Line Items]
Non-controlling interests ownership percentage	88.80%

Asset Acquisitions

3 Months Ended

Mar. 31, 2024

Asset Acquisitions

Note 4. ASSET ACQUISITIONS

On May 23, 2022 as part of the Closing of the Business Combination, the Company acquired assets through the issuance of Up-C Units. In exchange for approximately 7.9 million Up-C Units, the Company acquired Claims previously held by Series MRCS, an affiliate of the Company. The Claims are included as Intangible Assets, net in the condensed consolidated balance sheet.

The Claims are held at cost, which was determined using the opening market price of the Company’s Class A Common Stock as of the day subsequent to the Closing Date discounted by 4.5% or lack of marketability due to timing before shares are sellable. The Company determined the appropriate measurement date was the opening of the first trading day of the Class A Common Stock after the Closing Date as this reflects the equivalent value of the Up-C Units provided to the sellers. The Up-C Units provided to the sellers did not include New Warrants, and as such, the Class A Common Stock value excluding the New Warrants was reflected at the Close of the first trading day after the Closing Date. The Claims are treated as finite life intangible assets similar to other Claims that the Company has acquired and have a useful life of eight years. For further details on the intangible assets resulting from Claims acquisitions, see Note 7, Intangible Assets, Net.

VRM

The Company acquired the rights to receive the distributable net proceeds (the “Proceeds”) of a portfolio of Claims owned by VRM MSP, a Delaware limited liability company and joint investment vehicle of VRM and Series MRCS, in exchange for approximately 14.3 million Up-C Units. Under this asset acquisition structure, the Company determined that the arrangements to acquire the rights to proceeds from certain Claims recovery rights along with the guarantee of the VRM Full Return (noted and defined below) result in the Company consolidating the Series. Upon consolidation, the Company included the value of the Up-C Units provided and the value of the guarantee as Intangible Assets, net in the condensed consolidated balance sheet. These are held at cost and treated as finite life intangible assets similar to other CCRAs that the Company has acquired, and have a useful life of eight years.

In connection with such transaction the Company agreed to pay Virage an amount equal to the contributions by Virage to VRM MSP plus an annual rate of return of 20% (the “VRM Full Return”). Pursuant to the terms of the agreement with Virage, such amount is payable exclusively by any of the following means (or any combination thereof): (a) the Proceeds, net of expenses related to claim

settlement, (b) a sale of certain reserved shares of Messrs. John Ruiz and Frank Quesada, and the delivery of the resulting net cash proceeds thereof to VRM, or (c) a sale of shares by the Company and delivery of the net cash proceeds thereof to VRM. The amount of the VRM Full Return was $984.4 million as of March 31, 2024.

As the Company incurred debt related to the VRM Full Return as included in the guaranty obligation within the condensed consolidated balance sheet, this value was included in the purchase price and is included in Intangible Assets, net, in the condensed consolidated balance sheet for the full value of the VRM Full Return at the acquisition date. Any subsequent interest accrual is reflected within interest expense in the condensed consolidated statement of operations.

On April 12, 2023, the Company and Messrs. Quesada and Ruiz entered into an amendment (the “Virage MTA Amendment”) to the agreement with Virage and the related Guaranty pursuant to which the payment date for the VRM Full Return was extended from May 23, 2023 until September 30, 2024, subject to acceleration upon certain triggering events. On November 14, 2023, the maturity date was extended to December 31, 2024. In addition, the Virage MTA Amendment changed the payment methods to Virage to exclusively be, in the following order of priority: (a) the Proceeds and any other sources of revenue or liquidity of the Company (and its subsidiaries) that are not encumbered by a lien of a party other than Virage and to the extent such revenues and liquidity exceed the amount of net of revenues necessary to establish and maintain an operating reserve of $70.0 million (reduced to $47.5 million on July 24, 2023) for certain Company expenses, (b) a sale of certain reserved shares of Messrs. John Ruiz and Frank Quesada, and the delivery of the resulting net cash proceeds thereof to VRM, (c) Parent’s sale of additional shares and delivery of proceeds to Virage, subject to certain anti-dilution provisions, (d) if not satisfied by the foregoing, a sale of other shares of the Company by Messrs. John Ruiz and Frank Quesada, and the delivery of the resulting net cash proceeds thereof to VRM; provided that if the VRM Full Return is not fully paid by September 30, 2024 the VRM Full Return shall be payable by any of such payment methods in any order of priority.

On November 13, 2023, the Company entered into the Second Virage MTA Amendment that extended the final payment date of the VRM Full Return to December 31, 2024, subject to acceleration upon certain triggering events. In addition, the Second Virage MTA Amendment (a) changed the minimum operating reserve from $47.5 million to the budget of the Company (plus applicable taxes) plus 10% and (b) required Virage and the Company negotiate and agree on a form of initial warrant and monthly warrant by no later than December 1, 2023. Pursuant to the Second Virage MTA Amendment, on January 1, 2024, the Company was required to make a one-time, lump sum payment to Virage for the period starting May 24, 2023 and ending December 31, 2023, in one or a combination of: (a) cash, in an amount equal to 1.0% of each calendar month-end balance (which month-end balance shall be increased daily up to 20% per annum based on a formula set forth in the Virage MTA Amendment) of the amount owing to Virage as of each preceding calendar month end and/or (b) warrants to purchase Class A common stock at $0.0001 per share, in an amount equal to the quotient of 1.0% of each calendar month-end balance (which month-end balance shall be increased daily up to 20% per annum based on a formula set forth in the Virage MTA Amendment) of the amount owing to Virage as of each preceding calendar month end and the volume weighted average price of a share of our Class A common stock for the five day period prior to the issuance, each expiring two years from the date of issuance.

Accordingly, the Company issued the VRM Warrants. The Initial Virage Warrant, as amended, was issued effective January 1, 2024 and entitles Virage to purchase 28,298,329 shares of Class A Common Stock, with an expiration date of January 1, 2026. In addition, Virage Warrants were issued for February 2024 entitling Virage to purchase 8,263,494 shares and March 2024 entitling Virage to purchase 11,955,994 shares, which are recorded as warrant liability in the condensed consolidated balance sheet. Further, on April 12, 2024 a Monthly Virage Warrant was issued for April 2024 entitling Virage to purchase 13,556,181 shares to settle interest payable due to Virage as of March 31, 2024, and on May 15, 2024, the Company issued an additional Monthly Virage Warrant for May 2024 entitling Virage to purchase 9,758,569 shares. Until our obligations to Virage are paid in full, the Company has the option every month to continue to pay Virage in one or a combination of: (a) cash, in an amount equal to 1.0% of each calendar month-end balance (which month-end balance shall be increased daily up to 20% per annum based on a formula set forth in the Virage MTA Amendment) of the amount owing to Virage as of each preceding calendar month end and/or (b) the issuance of subsequent Monthly Virage Warrants.

VRM Swap

On July 28, 2023, VRM exercised its option to exchange Claims with service dates prior to January 1, 2014 for more recent Claims. To do so, the VRM MSP agreement was amended to reflect that: (a) rights to recovery proceeds arising from Claims held by VRM MSP, with dates of service before January 1, 2014, were transferred to MSP Recovery; (b) MSP Recovery contributed to VRM MSP in

the form of in-kind ownership interests to certain Series entities holding Claims; and (c) as a result of such capital contributions, MSP Recovery was admitted as a member of VRM MSP.

The contribution of certain Series (holding certain CCRAs) by MSP Recovery into VRM MSP is considered a common control transaction, given that the Company consolidates Series before and after such transfers. In addition, the Company analyzed being admitted as a member of VRM MSP and concluded to apply Investments in Equity Method guidance under ASC 323. The Company initially measured and recorded its equity method investment in VRM MSP using a cost accumulation model; however, in consolidation, the investment in VRM MSP is eliminated, with the CCRA intangible assets remaining on the balance sheet under the “Intangible assets” line item. The investment in VRM MSP will reflect a zero balance. In addition, given VRM MSP’s primary assets are the CCRAs, VRM MSP’s ability to generate any earnings (not already reported via MSP Recovery consolidation of Series), is negligible; therefore, MSP Recovery does not expect any significant earnings from VRM MSP.

Hazel Transactions

Claims Transactions and Purchase Money Loan

On March 29, 2023, the Company acquired a controlling interest in nine legal entities, whose sole assets are CCRAs, from Hazel. This is referred to as the “Claims Purchase.” The purchase price for the Claims Purchase was funded by (i) a purchase money loan between Hazel, as a lender, and the Company, as a borrower, in the amount of $250.0 million (the “Purchase Money Loan”) and (ii) proceeds from the sale of certain, separate CCRAs in the Claims Sale (as defined below).

Also, on March 29, 2023, the Company sold a controlling interest in three legal entities whose sole assets are CCRAs to Hazel. The agreement provided that the Company and Hazel would share in the recovery proceeds therefrom, in accordance with an agreed waterfall after Hazel had realized the first $150 million in claims recoveries. This transaction is referred to as the “Claims Sale,” and together with the Claims Purchase, the “Claims Transactions.”

As the Claims Transactions were negotiated together in contemplation of one another, they have been combined for accounting purposes. The Company analyzed the Claims Sale and determined that this transaction would be treated as the sale of in-substance nonfinancial assets, in exchange for noncash consideration in the form of the CCRAs from the Claims Purchase measured at fair value. The variable consideration related to future recoveries is fully constrained, because, at this time, it is not probable that any amounts will be owed above the $150 million recovery threshold that would trigger additional payments. The Company analyzed the Claims Purchase and determined it results in the initial consolidation of variable interest entities that are not businesses. The acquired CCRAs held by those entities are recognized at fair value.

The fair value of the assets sold in the Claims Sale was determined to be $45.5 million. The Company’s carrying value of those CCRAs surrendered was $40.9 million. Because there are no other observable prices for such transactions, the Company determined the fair value by reference to the purchase price for those CCRAs in a recent transaction. The fair value of the acquired CCRAs was determined to be $285.5 million, and the Company recognized the Purchase Money Loan recognized at $250.0 million, as any implicit discount or premium to current market rates at the time of issuance were insignificant.

This resulted in a gain on the Claims Transactions of $4.6 million, which largely corresponds to the previously recognized amortization of the CCRAs that were sold in the Claims Sale.

Amounts borrowed and obligations under the Purchase Money Loan and the Working Capital Credit Facility (See Note 10, Claims Financing Obligations and Notes Payable) are secured by a pledge of proceeds from specific Claims in the Company’s Claims portfolio, with the lien securing the Purchase Money Loan being subordinated and junior to the lien securing the Working Capital Credit Facility. Pursuant to the Purchase Money Loan and the Working Capital Credit Facility, the Company entered into a collateral administrative agreement between the Company and Hazel, which sets forth certain arrangements between the Company and Hazel in relation to Claims owned by the Company, the proceeds of which are due to the Company were pledged to Hazel to secure the Purchase Money Loan and the Working Capital Credit Facility.

Warrant Liability (Tables)

3 Months Ended

Mar. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

Schedule of Roll-forward of the Warrant Liability

The table below presents a roll-forward of the warrant liability from December 31, 2023 to March 31, 2024:


in thousands	Warrant Liability
Balance at December 31, 2023	$	(268	)
Issuance of new warrants		(84,508	)
Change in fair value of outstanding warrants		51,460
Balance at March 31, 2024	$	(33,316	)

Summary of Activity of Shares Resulting from Exercise of Warrants

A summary of activity of the shares resulting from the exercise of warrants during the three months ended March 31, 2024 is as follows:


			Weighted Average
	# of Shares		Exercise Price
Balance at December 31, 2023		35,908,200	$	286.56
Issued		48,517,817	$	0.0001
Exercised		—	$	—
Expired		—	$	—
Balance at March 31, 2024		84,426,017	$	121.88

Noncontrolling Interest

3 Months Ended

Mar. 31, 2024

Noncontrolling Interest [Abstract]

Noncontrolling Interest

Note 12. NONCONTROLLING INTEREST

The non-controlling interest balance primarily represents the Up-C Units of the Company held by the Members. The following table summarizes the ownership of Units in the Company as of March 31, 2024:


	Common Stock		Ownership Percentage
Ownership of Class A Common Stock		15,636,062		11.2	%
Ownership of Class V Common Stock		124,067,498		88.8	%
Balance at end of period		139,703,560		100.0	%

The non-controlling interest holders have the right to exchange Up-C Units, at the Company’s option, for (i) cash or (ii) one share of Class A Common Stock, subject to the provisions set forth in the LLC Agreement. As such, future exchanges of Up-C Units by non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when the Company has positive or negative net assets, respectively. As of March 31, 2024, 2.7 million Up-C Units have been exchanged into shares of Class A Common Stock.

In addition to the non-controlling interest related to Up-C Units, the Company also has non-controlling interests related to the Series as noted in Note 9, Variable Interest Entities, and MAO-MSO Recovery LLC Series FHCP (“FHCP”), which is a non-wholly owned subsidiary of MSP Recovery, LLC. In accordance with FHCP’s operating agreement, the noncontrolling member is entitled to a preferred return of 20% per annum (the “Preferred Return”). Once the Preferred Return has been met, the noncontrolling member is entitled to 80% of Claims recoveries by FHCP. The controlling member is allocated 100% of the costs of FHCP. Since the Preferred Return exceeds the total members’ equity of FHCP as of both March 31, 2024 and December 31, 2023, the non-controlling interest also includes $4.3 million representing the entire members’ equity of FHCP.

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Current assets:

Cash

$ 11,973

$ 11,633

Accounts receivable

217

Affiliate receivable

^[1]

1,242

1,188

Prepaid expenses and other current assets

^[1]

6,018

8,908

Total current assets

19,233

21,946

Property, plant and equipment, net

4,886

4,911

Other current liabilities

^[2]

3,011,882

3,132,796

Right-of-use assets

315

342

Total assets

3,036,316

3,159,995

Current liabilities:

Accounts payable

11,507

6,244

Affiliate payable

^[1]

19,822

Commission payable

924

821

Derivative liability

190

Warrant liability

^[1]

33,316

268

^[1]

17,008

19,314

Total current liabilities

82,767

46,506

Guaranty obligation

^[1]

984,450

941,301

Claims financing obligation & notes payable

^[1]

575,021

548,276

Lease liabilities

204

235

Loan from related parties

^[1]

130,328

130,709

Interest payable

^[1]

20,047

73,839

Total liabilities

1,792,817

1,740,866

Commitments and Contingencies

Stockholders' Equity (Deficit):

Additional paid-in capital

367,079

357,928

Accumulated deficit

(104,433)

(85,551)

Total Stockholders' Equity (Deficit)

262,660

272,390

Non-controlling interest

980,839

1,146,739

Total equity

1,243,499

1,419,129

Total liabilities and equity

3,036,316

3,159,995

Class V Common Stock [Member]

Stockholders' Equity (Deficit):

Common stock

Stockholders' Equity (Deficit):

Common stock

$ 12

[1]

[2]

As of March 31, 2024 and December 31, 2023, intangible assets, net included $2.1 billion and $2.2 billion, respectively, related to a consolidated VIE. See Note 9, Variable Interest Entities, for further details.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13. COMMITMENTS AND CONTINGENCIES

The Company is subject to certain legal proceedings, claims, investigations, and administrative proceedings in the ordinary course of its business. The Company records a provision for a liability when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated. These provisions, if any, are reviewed and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Depending on the nature and timing of any such proceedings that may arise, an unfavorable resolution of a matter could materially affect the Company’s future results of operations, cash flows or financial position in a particular period.

The Company pursues claims recoveries through settlement, arbitration and legal proceedings. The accounting policy for these activities is discussed under Claims recovery income in Note 2, Basis of Presentation And Summary of Significant Accounting Policies, in our 2023 Form 10-K.

A significant majority of the Company’s expected recoveries arise from Claims brought pursuant to the private cause of action under the Medicare Secondary Payer Act (“MSP Act”). This law allows the Company to pursue recoveries against primary payers for reimbursement of medical expenses that the Company’s Assignors paid for when primary payers (i.e., liability insurers) were responsible for payment. On May 16, 2023, the Repair Abuses of MSP Payments Act (the “RAMP Act”) was introduced in the U.S. Senate and the U.S. House of Representatives, respectively, seeking to amend the private cause of action under the Medicare Secondary Payer Act, by striking “primary plan” and inserting “group health plan” into the existing text. As there is no indication that the RAMP Act is intended to be enacted retroactively, it should not have any effect on the recoverability of historical claims. To the extent that the Company has recovery rights in claims that have not yet been sought, or to the extent that the Company is assigned additional claims that may otherwise have been entitled to recoveries under the MSP Act, the passing of the RAMP Act could impact the Company’s ability to pursue recoveries on those prospective claims.

Investigations

As previously disclosed, on August 11, 2022, the Securities and Exchange Commission (the “SEC”) initiated an investigation of the Company, and requested documents relating to, among other matters, the business combination transaction with Lionheart Acquisition Corporation II consummated on May 23, 2022, certain historical and projected financial results, investor agreements, and data analytic platforms and algorithms. The Company received a subpoena dated March 1, 2023 from the SEC regarding the aforementioned subject matter, and subsequently received a subpoena on May 10, 2023, in connection with the investigation relating to, among other matters, the Company’s projections and the accounting and valuation of certain assets that were the basis for the Company’s determination that its quarterly financial statements for the periods ended June 30, 2022 and September 30, 2022 require restatements and should no longer be relied upon, as disclosed in the Company’s Form 8-K on April 14, 2023. On August 16, 2023, the Company received an additional subpoena from the SEC regarding certain funding sources of the Company prior to the Business Combination, various statements and disclosures by the Company in connection with, and following, the Business Combination, certain historical and

projected financial results, and data analytic platforms and algorithms used to identify potential recoveries. The Company intends to fully cooperate with the SEC in responding to the subpoenas.

In addition, on March 10, 2023, the Company received a subpoena from the U.S. Attorney’s Office in connection with a grand jury investigation in the U.S. District Court for the Southern District of Florida requesting certain information concerning the Company, which subpoena requests documents relating to, among other matters, the Company’s proprietary algorithms and other software used to identify potentially recoverable claims, the drop in the price of the Company’s common stock following the Business Combination, and certain marketing materials and investment agreements presented to potential investors. To the best of the Company’s knowledge, the Department of Justice has not issued any target letters to anyone associated with the Company as a result of this investigation. (The United States Attorney’s Manual states that a “target” is a person as to whom the prosecutor or the grand jury has substantial evidence linking him or her to the commission of a crime and who, in the judgment of the prosecutor, is a putative defendant.)

The Company has cooperated, and will continue to cooperate, fully with these inquiries. On April 16, 2023, a special committee of the Board of Directors was formed, which along with external advisors retained thereby, reviewed matters related to the preparation and filing of the 2022 Annual Report on Form 10-K and the subject matter of information requests related to the foregoing subpoenas received prior to June 2023. Based on that review, and the nature of the documents requested in the subsequent subpoena, the Company believes that the investigations will be resolved without any material developments; however, there can be no assurance as to the outcome or future direction thereof.

Cano Health, LLC

On August 10, 2023, MSP Recovery sued Cano Health, LLC (“Cano”) in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida for declaratory relief and anticipatory breach of the CCRA, Purchase Agreement, and a Service Agreement (collectively, the “Cano Agreements”) between the parties. On the same day, Cano sued the Company in the same court, alleging fraud in the inducement, breach of contract, tortious interference, and unjust enrichment relating to the Cano Agreements. The Company has outstanding a $5.0 million receivable from Cano; however, due to Cano’s Quarterly Report on Form 10-Q for the June 30, 2023 period, which includes a substantial doubt about its ability to continue as a going concern, and subsequent Chapter 11 bankruptcy filing on or about February 5, 2024, the Company established a reserve for the balance due under such receivable during 2023. These matters were automatically stayed as a result of Cano’s bankruptcy filing.

On January 4, 2024, Cano sued Simply Healthcare Plans, Inc. (“Simply”) and the Company and affiliated entities seeking a declaratory judgment to determine whether the Cano Purchase Agreement should be rescinded, and whether Cano or the Company have standing to recover on claims assigned to the Company against Simply under the Cano Purchase Agreement. Cano also seeks damages from Simply relating to the claims assigned to the Company under the Cano Purchase Agreement. The Company intends to vigorously assert its position in all Cano related litigation.

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($)

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

^[1]

$ 97,953,000

$ 42,390,000

Related Party [Member]

VRM [Member] | Related Party [Member]

45,100

MSP Recovery Law Firm [Member]

73,400,000

37,100,000

$ 3,000,000

$ 4,200,000

[1]	For the three months ended March 31, 2024 and 2023, interest expense included $73.4 million and $37.1 million, respectively, related to interest expense due to VRM. See Note 15, Related Party Transactions, for further details.

Amount of the cost of borrowed funds accounted for as interest expense.

Finite-Lived Intangible Assets [Line Items]

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2024	May 10, 2024
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Securities Act File Number	001-39445
Entity Registrant Name	MSP Recovery, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4117825
Entity Address State Or Province	FL
Entity Address, City or Town	Coral Gables
Entity Address, Postal Zip Code	33134
City Area Code	305
Local Phone Number	614-2222
Entity Address, Address Line One	2710 Le Jeune Road
Entity Address, Address Line Two	Floor 10
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001802450
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	LIFW
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		16,183,356
Class V Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		124,067,498
Redeemable Warrants, Each Lot Of 25 Warrants Is Exercisable For One Share Of Class A Common Stock At An Exercise Price Of $287.50 Per Share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each lot of 25 warrants is exercisable for one share of Class A common stock at an exercise price of $287.50 per share
Trading Symbol	LIFWW
Security Exchange Name	NASDAQ
Redeemable Warrants, Each Lot Of 25 Warrants Is Exercisable For One Share Of Class A Common Stock At An Exercise Price Of $0.0025 Per Share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each lot of 25 warrants is exercisable for one share of Class A common stock at an exercise price of $0.0025 per share
Trading Symbol	LIFWZ
Security Exchange Name	NASDAQ

Noncontrolling Interest - Summary of Ownership Units (Details) - shares	Mar. 31, 2024	Dec. 31, 2023
UP-C Units [Member]
Noncontrolling Interest [Line Items]
Common Stock Issued	139,703,560
Ownership percentage	100.00%
Class A Common Stock [Member]
Noncontrolling Interest [Line Items]
Common Stock Issued	15,636,062	14,659,794
Class A Common Stock [Member] \| UP-C Units [Member]
Noncontrolling Interest [Line Items]
Common Stock Issued	15,636,062
Ownership percentage	11.20%
Class V Common Stock [Member]
Noncontrolling Interest [Line Items]
Common Stock Issued	124,067,498	124,132,398
Class V Common Stock [Member] \| UP-C Units [Member]
Noncontrolling Interest [Line Items]
Common Stock Issued	124,067,498
Ownership percentage	88.80%

Leases - Additional Information (Detail) - USD ($)	3 Months Ended
Leases - Additional Information (Detail) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease description	The Company leases office space in Puerto Rico under a non-cancellable operating lease which commenced in September 2023 and expires August 2026.
Operating lease rent expense	$ 500,000	$ 300,000
Weighted-average discount rate	15.31%
Weighted-average lease term	2 years 4 months 24 days
Puerto Rico
Lessee, Lease, Description [Line Items]
Lease commencement period	September 2023
Lease expiration period	August 2026
New Lease Agreement [Member]
Lessee, Lease, Description [Line Items]
Operating lease rent expense	$ 39,500

Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Intangible Assets Net

Intangible assets, net consists of the following:


(in thousands)	March 31, 2024			December 31, 2023
Intangible assets, gross	$	3,872,456		$	3,872,356
Accumulated amortization		(860,574	)		(739,560	)
Net	$	3,011,882		$	3,132,796

Schedule of Expected Future Amortization Expense of Intangible Assets

Future amortization for CCRAs, for the remainder of 2024 and thereafter is expected to be as follows:


(in thousands)	CCRAs Amortization
2024	$	362,970
2025		483,932
2026		483,932
2027		483,932
2028		483,932
Thereafter		713,184
Total	$	3,011,882

Claims Cost Recovery Rights [Member]

Finite-Lived Intangible Assets [Line Items]

Summary of Intangible Assets Net

The following table presents the changes in the Company’s intangibles assets for the three months ended March 31, 2024:


(in thousands)	Intangible Assets
Balance as of December 31, 2023	$	3,132,796
Acquisitions of CCRAs		100
Amortization expense		(121,014	)
Total	$	3,011,882

Claims Financing Obligations and Notes Payable - Additional Information (Detail) - USD ($)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Mar. 26, 2024

Nov. 13, 2023

Apr. 12, 2023

Mar. 29, 2023

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Jan. 25, 2024

Nov. 14, 2023

Jan. 06, 2023

May 27, 2022

Dec. 31, 2015

Claims Financing Obligations and Notes Payable [Line Items]

Claims financing obligation and notes payable

$ 121.88

$ 286.56

Fair value of warrants

$ 0

$ (51,460,000)

$ (2,413,000)

^[1]

575,021,000

$ 575,021,000

$ 548,276,000

Amended and Restated Nomura Promissory Note [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Interest rate

16.00%

8.00%

Debt description

The Third Amended and Restated Nomura Note carries an interest rate of 16% per annum and is payable in kind or in cash, at the Company’s discretion, every 30 calendar days after March 26, 2024. Upon two days prior written notice to Nomura, the Company may prepay all or any portion of the then outstanding principal amount under the promissory note together with all accrued and unpaid interest thereon.

$ 30,000,000

$ 28,900,000

$ 26,300,000

Hazel Transactions [Member]

Sep. 30, 2025

Dec. 31, 2024

Sep. 30, 2024

Claims Financing Obligations and Notes Payable [Line Items]

Purchase money loan

$ 250,000,000

Credit facility, agreement date

Mar. 29, 2023

Purchase Money Loan accrues interest

20.00%

Hazel Transactions [Member] | Purchase Money Loan [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Amended and Restated Credit Agreement [Member] | Hazel Transactions [Member]

Mar. 31, 2026

Claims Financing Obligations and Notes Payable [Line Items]

Credit facility, agreement date

Mar. 29, 2023

Credit Agreement [Member] | Hazel Transactions [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Line of credit facility, Maximum borrowing capacity

$ 80,000,000

Debt instrument original issue discount

40.00%

Credit Agreement [Member] | Hazel Transactions [Member] | Term Loan A [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Line of credit facility, Maximum borrowing capacity

$ 30,000,000

Proceeds from credit facility

$ 20,500,000

Credit Agreement [Member] | Hazel Transactions [Member] | Term Loan B [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Line of credit facility, Maximum borrowing capacity

27,500,000

$ 18,000,000

27,500,000

Proceeds from credit facility

4,500,000

Line of credit facility, Current borrowing capacity

$ 14,000,000

Working Capital Credit Facility [Member] | Hazel Transactions [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Interest period, plus an applicable margin

10.00%

Claims Financing Obligations and Notes Payable [Line Items]

Mar. 31, 2026

Common Class A [Member]

Maximum amount of common shares to be purchased

5,500,000,000

Common stock issued

$ 2,000

$ 1,000

Common stock par or stated value per share

$ 0.0001

Claims Financing Obligations and Notes Payable [Line Items]

287.5

$ 287.5

Fair value of warrants

$ 200,000

Warrant [Member]

Price of common stock

$ 30

Warrant [Member] | Common Class A [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Maximum [Member] | Hazel Transactions [Member] | Purchase Money Loan [Member]

$ 0.04

Claims Financing Obligations and Notes Payable [Line Items]

Debt instrument extended maturity year

1 year

Maximum [Member] | Second Amended and Restated First Lien Credit Agreement [Member] | Term Loan B [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Additional collateral, a pledge of proceeds from certain Claims

$ 14,000,000

Claims Financing Obligation and Notes Payable [Member] | Warrant [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Warrant and rights outstanding

$ 80,000,000

Financing Obligations and Notes Payable Agreements [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Line of credit facility, Maximum borrowing capacity

$ 584,300,000

$ 556,300,000

Weighted average interest rate

14.80%

Line of credit facility, Current borrowing capacity

$ 584,300,000

Financing Obligations and Notes Payable Agreements [Member] | Minimum [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Line of credit facility, Interest rate during period

0.00%

Financing Obligations and Notes Payable Agreements [Member] | Maximum [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Line of credit facility, Interest rate during period

20.00%

Minimum Required Payment [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Repayments of lines of credit

$ 727,500,000

Claims Proceeds Investment Agreement [Member] | Warrant [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Percentage of shares obtained through warrant

15.00%

Brickell Key Investment Amendment [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Shares pledged under agreement

50,000,000

Brickell Key Investment Amendment [Member] | Common Class A [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Maximum amount of common shares to be purchased

2,666,667

Common stock issued

$ 6,666.67

Common stock par or stated value per share

$ 0.0025

Brickell Key Investment Amendment [Member] | Warrant [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Warrant and rights outstanding

$ 30

$ 80,000,000

Common Stock Purchase Agreement [Member] | YA II PN, Ltd [Member] | Common Stock [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Option to sell maximum shares value under purchase agreement

$ 1,000,000,000

Standby Equity Purchase Agreement [Member] | YA II PN, Ltd [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Convertible notes aggregate principal amount

$ 15,000,000

15,000,000

Standby Equity Purchase Agreement [Member] | YA II PN, Ltd [Member] | Common Stock [Member]

Claims Financing Obligations and Notes Payable [Line Items]

Option to sell maximum shares value under purchase agreement

$ 250,000,000

Proceeds from sale of stock

$ 14,200,000

[1]

Intangible Assets, Net - Summary of Changes in the Company's Intangibles Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Sale of CCRAs		$ (30,897)
Claims Cost Recovery Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Balance as of December 31, 2023	$ 3,132,796
Acquisitions of CCRAs	100
Amortization expense	(121,014)	$ (113,500)
Total	$ 3,011,882

Warrant Liability

3 Months Ended

Mar. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

Warrant Liability

Note 11. WARRANT LIABILITY

When the Company issues warrants, it evaluates the proper balance sheet classification of the warrant to determine whether it should be classified as equity or as a derivative liability on the consolidated balance sheets. In accordance with ASC 815-40, “Derivatives and Hedging-Contracts in the Entity’s Own Equity” (“ASC 815-40”), the Company classifies a warrant as equity so long as it is “indexed to the Company’s equity” and several specific conditions for equity classification are met. A warrant is not considered indexed to the Company’s equity, in general, when it contains certain types of exercise contingencies or adjustments to the exercise price. If a warrant is not indexed to the Company’s own common stock or it has net cash settlement that results in the warrants to be accounted for under ASC 480, “Distinguishing Liabilities from Equity”, or ASC 815-40, it is classified as a derivative liability which is carried on the consolidated balance sheet at fair value with any changes in its fair value recognized currently in the statement of operations.

As of March 31, 2024, the Company had recognized a warrant liability for the following securities which are convertible into, or allow the purchase of, our Class A Common Stock, including: (i) 2,950,157 Public Warrants outstanding, each exercisable to purchase 1/25th of one share of our Class A Common Stock (but only exercisable in lots of 25 to purchase whole shares); (ii) 894,754,824 New Warrants outstanding, each exercisable to purchase 1/25th of one share of our Class A Common Stock (but only exercisable in lots of 25 to purchase whole shares); and (iii) the VRM Warrants, entitling VRM to purchase 48,517,817 shares of Class A Common Stock at a purchase price of $0.0001 per share for a period of two years from issuance, exercisable on a cashless basis.

The warrant liability includes the mark-to-market fair value of the warrants discussed above. The fair value of the warrant liability is derived considering the potential shares issuable for each warrant and using the price of the Company’s Class A Common Stock as of the most recent balance sheet date, which is a quoted price in active markets.

The table below presents a roll-forward of the warrant liability from December 31, 2023 to March 31, 2024:


in thousands	Warrant Liability
Balance at December 31, 2023	$	(268	)
Issuance of new warrants		(84,508	)
Change in fair value of outstanding warrants		51,460
Balance at March 31, 2024	$	(33,316	)

A summary of activity of the shares resulting from the exercise of warrants during the three months ended March 31, 2024 is as follows:


			Weighted Average
	# of Shares		Exercise Price
Balance at December 31, 2023		35,908,200	$	286.56
Issued		48,517,817	$	0.0001
Exercised		—	$	—
Expired		—	$	—
Balance at March 31, 2024		84,426,017	$	121.88

Refer to Note 3, Business Combination, for discussion of the terms of the Public Warrants and New Warrants, and to Note 4, Asset Acquisitions, for discussion of the terms of the VRM Warrants.

Net Loss Per Common Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Common Share

Note 16. NET LOSS PER COMMON SHARE

Basic earnings per share of Class A Common Stock is computed by dividing net income attributable to common shareholders by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to common shareholders adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive elements. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of the potentially issuable shares would be anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share of Class A Common Stock:


	Three Months Ended March 31,
(In thousands except shares and per share amounts)	2024			2023
Numerator - basic and diluted:
Net loss	$	(176,600	)	$	(174,146	)
Less: Net loss attributable to the non-controlling interests		157,718			169,230
Net loss attributable to MSP Recovery, Inc.	$	(18,882	)	$	(4,916	)

Denominator – basic and diluted:
Weighted-average shares of Class A common stock outstanding – basic		15,013,881			3,544,381
Weighted-average shares of Class A common stock outstanding – dilutive		15,013,881			3,544,381

Earnings per share of Class A common stock – basic	$	(1.26	)	$	(1.39	)
Earnings per share of Class A common stock – diluted	$	(1.26	)	$	(1.39	)

Shares of the Company’s Class V Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented.

In the calculation for earnings per share for the three months ended March 31, 2024, the Company excluded from the calculation of diluted earnings per share 124,067,498 shares of Class V Common Stock, 2,950,157 Public Warrants outstanding, 2,666,667 shares issuable upon the exercise of the CPIA Warrant, 894,754,824 New Warrants outstanding, and 48,517,817 VRM Warrants outstanding because their effect would have been anti-dilutive.

In the calculation for earnings per share for the three months ended March 31, 2023, the Company excluded from the calculation of diluted earnings per share 125,124,860 shares of Class V Common Stock, 3,215,505 Public Warrants outstanding, 2,666,667 CPIA Warrants, and 1,028,046,326 shares of New Warrants outstanding because their effect would have been anti-dilutive.

Net Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share of Class A Common Stock:


	Three Months Ended March 31,
(In thousands except shares and per share amounts)	2024			2023
Numerator - basic and diluted:
Net loss	$	(176,600	)	$	(174,146	)
Less: Net loss attributable to the non-controlling interests		157,718			169,230
Net loss attributable to MSP Recovery, Inc.	$	(18,882	)	$	(4,916	)

Denominator – basic and diluted:
Weighted-average shares of Class A common stock outstanding – basic		15,013,881			3,544,381
Weighted-average shares of Class A common stock outstanding – dilutive		15,013,881			3,544,381

Earnings per share of Class A common stock – basic	$	(1.26	)	$	(1.39	)
Earnings per share of Class A common stock – diluted	$	(1.26	)	$	(1.39	)

Warrant Liability - Schedule of Roll-forward of the Warrant Liability (Details) - Warrant [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Class of Warrant or Right [Line Items]
Balance at December 31, 2023	$ (268)
Issuance of new warrants	(84,508)
Change in fair value of outstanding warrants	51,460
Balance at March 31, 2024	$ (33,316)

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consist of the following:


	March 31,			December 31,
(In thousands)	2024			2023
Office and computer equipment	$	455		$	434
Leasehold improvements		113			113
Internally developed software		5,810			5,789
Other software		67			67
Property and equipment, gross	$	6,445		$	6,403
Less: accumulated depreciation and amortization of software		(1,559	)		(1,492	)
Property and equipment, net	$	4,886		$	4,911

Warrant Liability - Summary of Activity of Shares Resulting from Exercise of Warrants (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Warrants and Rights Note Disclosure [Abstract]
Balance at December 31, 2023 (in shares) \| shares	35,908,200
Issued (in shares) \| shares	48,517,817
Balance at March 31, 2024 (in shares) \| shares	84,426,017
Balance at December 31, 2023 (in dollars per share) \| $ / shares	$ 286.56
Issued (in dollars per share) \| $ / shares	0.0001
Balance at March 31, 2024 (in dollars per share) \| $ / shares	$ 121.88

Subsequent Events - Additional Information (Details) - Convertible Notes - YA II PN, Ltd [Member] - Standby Equity Purchase Agreement [Member] - USD ($) $ / shares in Units, $ in Millions	Apr. 08, 2024	May 02, 2024	Apr. 12, 2024	Apr. 01, 2024	Nov. 14, 2023
Subsequent Event [Line Items]
Floor price trigger	$ 1				$ 1.28
Aggregate principal amount					$ 15.0
Subsequent Event [Member]
Subsequent Event [Line Items]
Floor price trigger	$ 1	$ 0.5		$ 0.5
Extended maturity date	Sep. 30, 2025
Aggregate principal amount	$ 5.0		$ 13.0

Claims Financing Obligations and Notes Payable

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Claims Financing Obligations and Notes Payable

Note 10. CLAIMS FINANCING OBLIGATIONS AND NOTES PAYABLE

Based on claims financing obligations and notes payable agreements, as of March 31, 2024 and December 31, 2023, the present value of amounts owed under these obligations were $584.3 million and $556.3 million, respectively, including capitalized interest. The weighted average interest rate is 14.8% based on the current book value of $584.3 million with rates that range from 0% to 20%. The Company is expected to repay these obligations from cash flows from claim recovery income or potentially for the renegotiated debt through class A common stock issuances.

As of March 31, 2024, the minimum required payments on these agreements are $727.5 million. Certain of these agreements have priority of payment regarding any proceeds until full payment of the balance due is satisfied. The maturity of the commitments range from the date sufficient claims recoveries are received to cover the required return or in some cases by 2031.

Brickell Key Investments

In 2015, the Company entered into a Claims Proceeds Investment Agreement (“CPIA”), as amended, with Brickell Key Investments LP (the “Holder”). Pursuant to the CPIA, as amended, the Company grants to the Holder the right to purchase Class A common shares in the Company (the “Class A Shares”) up to a maximum amount of 2,666,667 (the “Amount”) for a purchase price equal to $6,666.67 ($0.0025 per Class A Share), and is payable in cash. This Warrant (the “Warrant”) will expire at 5:00 p.m. (Eastern Time), on September 30, 2027 and may be exercised in whole or in part by Holder at any time prior to such date. The Holder can only sell a maximum of 15% per month of the Class A Shares obtained through the Warrant. In exchange for the Company issuing the Warrant, the amounts owed to the Holder pursuant to CPIA are amended to equal $80 million. The Holder has the right to receive the $80 million owed through proceeds as outlined in the CPIA, cash paid by the Company or monetization of the Warrant (through the sale of the Warrant or sale of the underlying Class A Shares). If the Holder monetizes the Warrant, the amount owed will be reduced at a measure of $30.00 per Class A Share. In connection with the Amendment and Warrant Agreement, the Holder also executed a Stock Pledge Agreement (the “Pledge Agreement”) with Legacy MSP founders, John H. Ruiz and Frank C. Quesada (the “Founders”). As part of the Pledge Agreement, the Founders agreed to pledge 50 million shares to secure payment of the original principal amount of the CPIA. In addition, the Pledge Agreement provides the right to repurchase the Warrant from the Holder on or before June 30, 2023. The Founders entered into an agreement with the Company where this repurchase right has been assigned to the Company (the “Side Agreement”). As the Company has, at its option, the ability to pay its obligation through cash proceeds or through monetization of the Warrants, the $80.0 million of amounts owed as of March 31, 2024 was included as Claims financing obligation and notes payable on the condensed consolidated balance sheet.

The Founders did not exercise the option to repurchase the Warrants on or before June 30, 2023. The Company recognized the Warrants at fair value which, considering the price of the Company’s common stock was below $30.00 as of March 31, 2024, it was determined to be zero.

Hazel Working Capital Credit Facility and Hazel Purchase Money Loan

On March 29, 2023, the Company’s subsidiary, Subrogation Holdings, LLC, entered into an Amended and Restated Credit Agreement (the “Working Capital Credit Facility”) with Hazel Partners Holdings LLC (“HPH”), an affiliate of Hazel, as the lender and administrative agent, which provides for up to $80 million (with a 40% original issue discount), consisting of a Term Loan A commitment to fund up to $30 million in proceeds (in multiple installments), and a Term Loan B Commitment to fund up to $18 million in proceeds (in multiple installments), the funding of each conditioned on certain milestones. The amended terms to the Working Capital Credit Facility were memorialized in the Second Amended and Restated First Lien Credit Agreement dated November 10, 2023.

As of March 31, 2024, the Company had received funding with an aggregate amount of $20.5 million under Term Loan A, which was terminated in 2023. The parties agreed to increase the Term Loan B commitment from $18 million to $27.5 million, after giving

effect to the original issue discount on the Working Capital Credit Facility, which would be funded in multiple installments and in accordance with the terms of the Working Capital Credit Facility.

During the three months ended March 31, 2024, the Company received funding with an aggregate amount of $4.5 million under Term Loan B. As of March 31, 2024, the Company has additional availability amounting to $14.0 million under Term Loan B.

Amounts borrowed and obligations under the Working Capital Credit Facility are secured by a pledge of proceeds from certain Claims in the Company’s Claims portfolio, with the lien securing the Purchase Money Loan being subordinated and junior to the lien securing the Working Capital Credit Facility. Pursuant to the Second Amended and Restated First Lien Credit Agreement, and in order to secure those additional advances of Term Loan B beginning in January 2024, the following was provided as additional collateral: (i) a pledge of proceeds from certain Claims in the Company’s Claims portfolio, up to $14 million; (ii) a pledge of the equity interests in an Affiliate of Messrs. John Ruiz and Frank Quesada; (iii) a mortgage on real property owned by an Affiliate of Messrs. John Ruiz and Frank Quesada; and (iv) a personal guaranty by Messrs. John Ruiz and Frank Quesada, as primary obligors, guaranteeing those additional advances of Term Loan B beginning in January 2024.

In addition, as discussed in Note 4, Asset Acquisitions, on March 29, 2023 the Company entered into the Purchase Money Loan with Hazel in the amount of $250.0 million.

Loans under the Working Capital Credit Facility accrue interest at a Term Secured Overnight Financing Rate for 12-month interest period, plus an applicable margin of 10% per annum. Accrued interest on the Working Capital Credit Facility is payable in kind and will be capitalized. The Working Capital Credit Facility has a stated maturity date of March 31, 2026, and HPH may extend for up to one year in its sole discretion. The Purchase Money Loan accrues interest at a rate of 20% per annum, payable in kind or in cash at the Company’s discretion. The Purchase Money Loan has a maturity date of March 31, 2026, extendable up to one year in Hazel’s sole discretion.

The Company is permitted to prepay the loans under the Working Capital Credit Facility from time to time without prepayment premium. Prepayment of the Purchase Money Loan will be permitted after the prepayment or repayment of loans under the Working Capital Credit Facility, and such prepayment of the Purchase Money Loan may be subject to prepayment penalty, as applicable.

The Purchase Money Loan and the Working Capital Credit Facility contain certain representations, warranties, and covenants of the Company and its subsidiaries, including restrictions on debt incurrence, liens, investments, affiliate transactions, distributions and dividends, fundamental changes, certain debt prepayments, and Claim settlement.

As discussed in Note 4, Asset Acquisitions, amounts borrowed and obligations under the Purchase Money Loan and the Working Capital Credit Facility are secured by a pledge of proceeds from certain Claims in the Company’s Claims portfolio, with the lien securing the Purchase Money Loan being subordinated and junior to the lien securing the Working Capital Credit Facility. Pursuant to the Purchase Money Loan and the Working Capital Credit Facility, the Company entered into a collateral administrative agreement between the Company and HPH, which sets forth certain arrangements between the Company and HPH in relation to the management of the litigation of certain Claims owned by the Company, the proceeds of which are due to the Company, and were pledged to Hazel and HPH to secure the Purchase Money Loan and the Working Capital Credit Facility, respectively.

Amended and Restated Nomura Promissory Note

On April 12, 2023, the Company amended and restated the promissory note originally issued on May 27, 2022 (the “First Amended and Restated Nomura Note”), increasing the principal amount to approximately $26.3 million, increasing the interest rate from 8.0% to 16% per annum, and extending the maturity date of the promissory note to September 30, 2024. On November 13, 2023, the Company amended and restated the First Amended and Restated Nomura Note (the “Second Amended and Restated Nomura Note”) to (a) increase the principal amount to approximately $28.9 million, (b) extend the maturity date to December 31, 2024, and (c) permit the Company to use the proceeds of an at-the-market offering to repay indebtedness incurred by the Company for which the proceeds are used for operating expenses, subject to certain enumerated restrictions. On March 26, 2024, the Company amended and restated the Second Amended and Restated Nomura Note (the “Third Amended and Restated Nomura Note”) to (a) increase the principal amount to approximately $30.0 million, and (b) extend the maturity date to September 30, 2025. The Third Amended and Restated Nomura Note carries an interest rate of 16% per annum and is payable in kind or in cash, at the Company’s discretion, every 30 calendar days after March 26, 2024. Upon two days prior written notice to Nomura, the Company may prepay all or any portion of the then outstanding principal amount under the promissory note together with all accrued and unpaid interest thereon. The balance of the unsecured promissory note and related interest are included within Claims financing obligations and notes payable in the condensed consolidated balance sheet.

Committed Equity Facility

On November 14, 2023, the Company entered into the Standby Equity Purchase Agreement (“Yorkville SEPA”) with YA II PN, Ltd., a Cayman Island exempted company (“Yorkville”). Pursuant to the Yorkville SEPA, the Company has the right to sell to Yorkville up to $250.0 million of its shares of common stock, subject to certain limitations and conditions set forth therein, from time to time during the term of the Yorkville SEPA. In connection with the Yorkville SEPA, and subject to the conditions set forth therein, Yorkville advanced to the Company, in the form of Convertible Notes, an aggregate principal amount of $15.0 million, resulting in net proceeds to the Company of $14.2 million. For additional information on the Yorkville SEPA and Convertible Notes, refer to Note 1, Description of the Business - Yorkville Purchase Agreement and Yorkville Standby Equity Purchase Agreement.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Description of the Business - Liquidity - Additional Information (Detail) - USD ($) $ in Thousands				3 Months Ended
	Apr. 08, 2024	Apr. 01, 2024	Mar. 26, 2024	Mar. 31, 2024	Mar. 31, 2023	Apr. 12, 2024	Dec. 31, 2023	Nov. 14, 2023	Nov. 13, 2023	Apr. 12, 2023	Mar. 29, 2023
Nature Of Operations [Line Items]
Unrestricted cash				$ 11,973			$ 11,633
Accumulated deficit				(104,433)			$ (85,551)
Cash in operations				$ (2,145)	$ (9,976)
Amended and Restated Nomura Promissory Note [Member]
Nature Of Operations [Line Items]
Aggregate principal amount			$ 30,000						$ 28,900	$ 26,300
Extended maturity date			Sep. 30, 2025
Standby Equity Purchase Agreement [Member] \| YA II PN, Ltd [Member] \| Convertible Notes
Nature Of Operations [Line Items]
Aggregate principal amount								$ 15,000
Standby Equity Purchase Agreement [Member] \| YA II PN, Ltd [Member] \| Subsequent Event [Member] \| Convertible Notes
Nature Of Operations [Line Items]
Aggregate principal amount	$ 5,000					$ 13,000
Extended maturity date	Sep. 30, 2025
Standby Equity Purchase Agreement [Member] \| YA II PN, Ltd [Member] \| Subsequent Event [Member] \| VRM [Member]
Nature Of Operations [Line Items]
Percentage of proceeds from repayment of debt		25.00%
Working Capital Credit Agreement [Member]
Nature Of Operations [Line Items]
Line of credit facility, maximum borrowing capacity											$ 48,000

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Variable Interest Entities

^[1]

$ 3,011,882

$ 3,132,796

$ 2,100,000

$ 2,200,000

Common stock, shares authorized

Common stock, par value

$ 0.0001

5,500,000,000

Common stock, shares issued

15,636,062

14,659,794

Common stock, shares outstanding

15,636,062

14,659,794

Class V Common Stock [Member]

Common stock, par value

$ 0.0001

Common stock, shares authorized

3,250,000,000

Common stock, shares issued

124,067,498

124,132,398

Common stock, shares outstanding

124,067,498

124,132,398

[1]	As of March 31, 2024 and December 31, 2023, intangible assets, net included $2.1 billion and $2.2 billion, respectively, related to a consolidated VIE. See Note 9, Variable Interest Entities, for further details.

Condensed Consolidated Statements of Cash Flows - USD ($)

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Cash flows from operating activities: