Lionheart Acquisition Corporation II (Nasdaq: LCAP, LCAPU, and
LCAPW) (“LCAP” or the “Company”) encourages its stockholders to
vote in favor of the proposal to amend its charter (the “Extension
Amendment”) to extend the date by which the Company has to complete
a business combination from February 18, 2022 to August 18, 2022
(the “Extension”).
A special meeting of the Company’s stockholders (“Special
Meeting”) to approve the Extension Amendment will be held virtually
on January 27, 2022 at 11:00 AM, Eastern Time and can be accessed
by visiting
https://www.cstproxy.com/lionheartacquisitioncorpii/2022.
The purpose of the Extension Amendment is to allow LCAP more
time to complete its previously announced business combination with
MSP Recovery, LLC (“MSP” or “MSP Recovery”). Stockholders are not
being asked to vote on the proposed business combination at this
time.
The Company’s stockholders of record at the close of business on
the record date, December 31, 2021, are entitled to vote the shares
of common stock of LCAP owned by them at the Special Meeting. Every
stockholder’s vote is important, regardless of the number of shares
held, and the Company requests the prompt submission of votes. The
Company has made arrangements for stockholders to vote online, by
telephone, or by mail, simply by following the instructions on
their provided proxy card.
If stockholders have any questions or need assistance in
identifying the 12-digit meeting control number or any other matter
please call the Company’s proxy solicitor, MacKenzie Partners,
Inc., at (800) 322-2885 (toll free) or by email at
proxy@mackenziepartners.com.
If the Extension Amendment is approved and the Extension is
implemented, the Company, the Company’s sponsor and/or any of its
affiliates or designees will contribute to the Company’s trust
account an aggregate amount equal to $0.0333 for each public share
that is not converted in connection with the stockholder vote to
approve the Extension Amendment. Such contribution by the Company’s
sponsor and/or its affiliates or designees will be made as a loan
that will not accrue interest and will be repayable to the
Company’s sponsor, or its respective designees upon the
consummation of an initial business combination. The contribution
will increase the pro rata portion of the funds available in the
Company’s trust account in the event of the consummation of an
initial business combination or liquidation from approximately
$10.00 per share to approximately $10.20 per share.
If the Extension Amendment is not approved, the Company will be
unable to consummate the proposed business combination with MSP
and, in accordance with LCAP’s charter, LCAP will be required to
dissolve and liquidate the trust account by returning the
then-remaining funds in such account to stockholders.
About Lionheart Acquisition Corporation II
Lionheart Acquisition Corporation II is a blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. For more
information, visit: www.LCAP2.com.
About MSP Recovery
Founded in 2014, MSP Recovery has become a Medicare, Medicaid,
commercial, and secondary payer reimbursement recovery leader,
disrupting the antiquated healthcare reimbursement system with
data-driven solutions to secure recoveries against responsible
parties. MSP Recovery provides the healthcare industry with
comprehensive compliance solutions, while innovating technologies
designed to help save lives. For more information, visit:
www.msprecovery.com.
Important Information and Where to Find It
In connection with the potential business combination (the
“proposed business combination”), LCAP has filed a registration
statement on Form S-4 (the “Form S-4”) with the U.S. Securities and
Exchange Commission (the “SEC”). The Form S-4 includes a proxy
statement / prospectus to be distributed, once definitive, to
holders of LCAP’s common stock in connection with LCAP’s
solicitation of proxies for the vote of its stockholders in
connection with the proposed business combination and other matters
as described in the Form S-4, as well as a prospectus relating to
the offer and sale of securities to be issued in connection with
the completion of the business combination. This document does not
contain all the information that should be considered concerning
the proposed business combination and is not intended to form the
basis of any investment decision or any other decision in respect
of the proposed business combination. LCAP and MSP urge investors,
stockholders and other interested persons to read the Form S-4,
including, when available, the amendments thereto and the
definitive proxy statement/prospectus, as well as any other
documents filed with the SEC in connection with the proposed
business combination as these materials will contain important
information about MSP, LCAP and the proposed business combination.
After the Form S-4 has been declared effective, the definitive
proxy statement/prospectus will be mailed to LCAP’s stockholders as
of the record date established for voting on the proposed business
combination. LCAP’s stockholders will also be able to obtain copies
of such documents, without charge, once available, at the SEC’s
website at www.sec.gov, or by directing a request to: Lionheart
Acquisition Corporation II, 4218 NE 2nd Avenue, Miami, Florida
33137. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
THEREIN.
Participants in the Solicitation of Proxies
This communication is not a solicitation of a proxy from any
investor or securityholder. LCAP, MSP, and their respective
directors, executive officers and other members of their management
and employees, including John Ruiz and Frank Quesada, may, under
SEC rules, be deemed to be participants in the solicitation of
proxies of LCAP’s stockholders in connection with the proposed
business combination. Investors and securityholders may obtain more
detailed information regarding the names, affiliations and
interests of LCAP’s directors and executive officers in LCAP’s
Annual Report on Form 10-K filed with the SEC on March 31, 2021, as
amended, and other reports filed with the SEC. Additional
information regarding the participants is included in the Form S-4
and will be included in any amendments thereto, as well as the
definitive proxy statement/prospectus, when available. When
available, these documents can be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
No offer or offering of equity interests or securities of any
kind is being made, conducted or extended at this time. This
communication is for informational purposes only and does not
constitute or include an offer to sell, or a solicitation of an
offer to purchase or subscribe for, equity interests or securities
of any kind or a solicitation of any vote of approval, nor shall
there be any sale, issuance or transfer of any such securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction. Any such offer or
solicitation will be made only in connection with the delivery of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended (“Securities Act”), or exemptions therefrom.
Cautionary Note Regarding Forward Looking
Statements
This communication includes forward looking statements within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 21E of the Exchange Act and Section 27A
of the Securities Act, which include information relating to future
events, future financial performance, strategies, expectations,
competitive environment, regulation and availability of resources
and involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or
achievements to be materially different from any future results,
performances or achievements expressed or implied by the
forward-looking statements. These statements are often accompanied
with or by words such as "expects," "plans," "projects,"
"forecasts," "estimates," "intends," "expects," "anticipates,"
"seeks," "targets," "continues," "believes," "opinion," "will,"
"could," "future," "growth," or "may" (or the negatives thereof) or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward looking statements include, but are not limited to,
statements regarding MSP’s plans, goals and objectives, forecasts,
budgets or projections and any related assumptions, statements and
projections regarding projected MSP claims by paid amounts,
projected recovery percentages, forecasts relating to key revenue
drivers, earnings growth, gross and cumulative recoveries and the
implied enterprise value and LCAP’s and MSP’s expectations with
respect to future performance and anticipated financial impacts of
the proposed business combination, the satisfaction or waiver of
the closing conditions to the proposed business combination, and
the timing of the completion of the proposed business combination.
There is no guarantee that prospects or results or the timing of
events included or referred to in this communication will be
achieved or that MSP will be able to implement successfully its
investment strategy or achieve its investment objectives or return
targets. Accordingly, we caution you against relying on
forward-looking statements. Forward looking statements also are
subject to a number of significant risks and uncertainties that
could cause the actual results to differ materially, and
potentially adversely, from those express or implied in the
forward-looking statements. These statements are based on various
assumptions, whether or not identified in this communication, and
on the current expectations of management and are not predictions
of actual performance. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions,
and such differences may be material. Many actual events and
circumstances are inherently subject to significant business,
economic and competitive uncertainties and contingencies, and are
beyond the control of MSP and LCAP and are difficult to predict.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability.
Factors that may cause such differences include, but are not
limited to, the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
Membership Interest Purchase Agreement, dated July 11 2021 (as may
be amended from time to time, the “MIPA”); the outcome of any legal
proceedings that may be instituted against LCAP or MSP or
affiliated companies following the announcement of the proposed
business combination; the inability to complete the proposed
business combination on the expected time frame or at all,
including due to failure to obtain approval of LCAP’s stockholders,
certain regulatory approvals, or the satisfaction of other
conditions to closing in the MIPA; the occurrence of any event,
change, or other circumstance that could give rise to the
termination of the MIPA or could otherwise cause the proposed
business combination to fail to close; the inability to obtain or
maintain the common stock listing on the Nasdaq Stock Market
following the proposed business combination; a delay or failure to
realize the expected benefits of the proposed business combination;
the risk that the proposed business combination disrupts current
plans and operations as a result of the announcement and
consummation of the proposed business combination; the ability to
recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things: future
economic, financial, lending, competitive and market conditions,
including healthcare spending fluctuations; future costs of and
returns on capital; leverage and lending costs and terms; operating
costs and future business, investment, holding and sale decisions
and costs; the risks associated with MSP’s business, including,
among others, MSP’s ability to capitalize on its assignment
agreements and recover monies that were paid by the assignors;
litigation results; the validity of the assignments of claims to
MSP; a determination that MSP’s claims are not reasonable, related
or necessary; the failure of MSP’s clients to renew their
agreements with MSP (or terminate those agreements early); MSP’s
claims being within applicable statutes of limitations; the
inability to successfully expand the scope of MSP’s claims or
obtain new data and claims from MSP’s existing assignor base or
otherwise; the limited number of MSP’s assignors and the associated
concentration of MSP’s current and future potential revenue;
internal improvements to claims and retail billing processes by
MSP’s clients that reduce the need for and revenue generated by
MSP’s products and services; healthcare spending fluctuations;
programmatic changes to the scope of benefits and limitations to
payment integrity initiatives that reduce the need for MSP’s
services; delays in implementing MSP’s services to its claims;
system interruptions or failures; cyber-security breaches and other
disruptions that could compromise MSP’s data; MSP’s failure to
maintain or upgrade its operational platforms; MSP’s failure to
innovate and develop new solutions, or the failure of those
solutions to be adopted by MSP’s existing and potential assignors;
MSP’s failure to comply with applicable privacy, security and data
laws, regulations and standards, including with respect to third
party providers; changes in legislation related to healthcare
programs and policies; changes in the healthcare market; negative
publicity concerning healthcare data analytics and payment
accuracy; competition; successfully protecting MSP’s intellectual
property rights; the risk that third parties may allege
infringement of their intellectual property; changes in the
healthcare regulatory environment and the failure to comply with
applicable laws and regulations or the increased costs associated
with any such compliance; failure to manage MSP’s growth; the
inability to attract and retain key personnel; MSP’s reliance on
its senior management team and key employees and the loss it could
sustain if any of those employees separated from the business; the
failure of vendors and providers to deliver or perform as expected,
or the loss of such vendors or providers; MSP’s geographic
concentration; MSP’s relatively limited operating history, which
makes it difficult to evaluate its current or future business
prospects; the impact of the ongoing COVID-19 pandemic; and the
risk that MSP may not be able to develop and maintain effective
internal controls. The foregoing list of factors is not exhaustive.
If any of these risks materialize or MSP’s assumptions prove
incorrect, actual results may differ materiality from the results
implied by these forward-looking statements. There may be
additional risks that we do not presently know or currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. The foregoing
list of factors is not exclusive. Additional information concerning
certain of these and other risk factors is contained in LCAP’s most
recent filings with the SEC and in the Form S-4, including the
preliminary proxy statement/prospectus (and, when available, any
amendments thereto and the definitive proxy statement/prospectus),
filed with the SEC in connection with the proposed business
combination. This communication speaks only as of the date
indicated, and the statements, expressions, information and data
included therein may change and may become stale, out-of-date or no
longer applicable. We do not have, and do not undertake, any
obligation to update, amend or revise this communication (or to
provide new, amended or revised materials), including with respect
to any forward-looking statements, whether as a result of new
information, future events, changed plans or circumstances or any
other reason, except as required by law. The communication should
not be relied upon as representing our assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the communication, including the
forward-looking statements.
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