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United States securities and exchange commission logo
January 19, 2022
Ophir Sternberg
President and Chief Executive Officer
Lionheart Acquisition Corp. II
4218 NE 2nd Avenue
Miami, FL 33137
Re: Lionheart
Acquisition Corp. II
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 23,
2021
File No. 333-260969
Dear Mr. Sternberg:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 10, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed December 23,
2021
"We may redeem unexpired Public Warrants...", page 64
1. We note your response
to comment 11 and we reissue it in part. Please clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public warrants.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
5. Loss per Share, page 83
2. The pro forma net loss
attributable to Stockholders amounts for the nine months ended
September 30, 2021 and
the year ended December 31, 2020 assuming maximum
Ophir Sternberg
Lionheart Acquisition Corp. II
January 19, 2022
Page 2
redemptions do not agree to the amounts presented on pages 76 and 77.
Please reconcile
the differences.
Conflicts of Interest, page 127
3. We note your response to comment 15. Please revise the Background of
the Business
Combination section to include a description of the process by which
you hired an
external law firm and litigation consulting firm to assess MSP's
business and recovery
assumptions. To the extent applicable, please describe any material
discussions or
negotiations that took place at any of these meetings or related
meetings, between any
parties present, which we note includes MSP management, LSAC's Board
and
management, and Nomura and KBW.
Security Ownership of Certain Beneficial Owners and Management of MSP, The
Company and
The Post-Combination Company, page 134
4. We note your amended disclosure in response to comment 18. To the
extent you are able,
please quantify Messrs. John Ruiz's and Frank Quesada's attributed
ownership based on
their respective investments in VRM.
Key Performance Indicators, page 158
5. Please revise to disclose the relationship between Total Paid Amounts
and the amount that
you may ultimately recover as revenue.
6. With respect to the Recovery Multiple, please disclose how your
ability to generate a
higher recovery multiple from Paid Amount will impact your ability to
collect at high
recovery multiples in the future. Also, please clarify whether "N/A"
is a reference to
having received no recovery multiples from Paid Amounts or otherwise.
7. Please disclose whether Penetration Status of Portfolio reflects cases
that are solely in the
settlement and payment funnel. If not, please revise to clarify.
Background of the Business Combination, page 177
8. We note your amended disclosure in response to comment 33 and we reissue
it in
part. Please provide the basis for MSP's pre-money equity valuation at
$26.8 billion and
quantify and describe the MSP Members' post-closing transaction
consideration
adjustment. Also, please describe the material details surrounding the
certain
governmental claims rights held by MSP WB, LLC.
FirstName LastNameOphir Sternberg
9. We note your amended disclosure in response to comment 36. Please
quantify the
Comapany NameLionheart
discount rate appliedAcquisition Corp.
to the after-tax II
earnings terminal multiple and
the additional value of
Januarythe
19,Government
2022 Page 2Claims.
FirstName LastName
Ophir Sternberg
FirstName LastNameOphir
Lionheart Acquisition Corp.Sternberg
II
Comapany
January 19,NameLionheart
2022 Acquisition Corp. II
January
Page 3 19, 2022 Page 3
FirstName LastName
10. We note your response to comment 39. Please update the conflicts of
interest disclosure
to describe the loan that Messrs. Ruiz and Quesada may be required to
make to MSP in
order to close the Business Combination.
Recommendation of the LCAP Board, page 187
11. We note your response to comment 41. Please revise the disclosure
under the heading
"Financial Condition" on page 187, or elsewhere as appropriate, to
disclose that the Board
reviewed the MSP historical financial statements once available and
continued to
recommend the Business Combination.
12. We note your response to 42. Please revise this section to disclose
that Nomura's deferred
underwriting fees and M&A success fee were disclosed to the Board, but
such fees were
not considered to be a conflict of interest that would impact Nomura
s serving as financial
advisor to LCAP in evaluating and advising on the business
combination.
Certain Relationships and Related Party Transactions, page 229
13. We note your response and amended disclosure in response to comment
52. Please revise
your conflicts of interest disclosure to highlight the multiple
parallel business ventures
involving Ophir Sternberg and John Ruiz.
General
14. You have registered warrants to acquire shares of Class A Common Stock
that are
anticipated to be distributed on a pro-rata basis to the holders of
the Class A Common
Stock that remain outstanding on the closing date of the business
combination described in
the accompanying proxy statement/prospectus after you redeem the
shares of Class A
Common Stock that the holders thereof have elected to redeem in
connection with the
Business Combination and after taking into consideration any such
holders who have
waived their right to receive such distribution. Explain when the
non-redeeming
shareholders will be issued their pro rata portion of these warrants
and whether there will
be a record date for purposes of determining those shareholders
eligible to participate in
the distribution. Ensure that where you depict the post-closing
ownership of the company,
you depict or acknowledge that such amounts will change depending upon
which
shareholders redeem and at what level, such as on page 4.
Ophir Sternberg
FirstName LastNameOphir
Lionheart Acquisition Corp.Sternberg
II
Comapany
January 19,NameLionheart
2022 Acquisition Corp. II
January
Page 4 19, 2022 Page 4
FirstName LastName
You may contact Suying Li at (202) 551-3335 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Steven D. Pidgeon