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United States securities and exchange commission logo
July 15, 2022
John H. Ruiz
Chief Executive Officer
MSP Recovery, Inc.
2701 Le Jeune Road, Floor 10
Coral Gables, Florida 33134
Re: MSP Recovery, Inc.
Registration
Statement on Form S-1
Filed July 1, 2022
File No. 333-265953
Dear Mr. Ruiz:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 1, 2022
Cover Page
1. Disclose the exercise
prices of the warrants compared to the market price of the
underlying securities.
If the warrants are out the money, please disclose the likelihood
that warrant holders
will not exercise their warrants. Provide similar disclosure in the
prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
the ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
John H. Ruiz
FirstName LastNameJohn H. Ruiz
MSP Recovery, Inc.
Comapany
July NameMSP Recovery, Inc.
15, 2022
July 15,
Page 2 2022 Page 2
FirstName LastName
The Company's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Sale of Shares, page 78
2. Please revise this disclosure to highlight the fact that Mr. Ruiz, a
beneficial owner of over
96% of your outstanding Class A shares, will be able to sell almost
all of his shares for so
long as the registration statement of which this prospectus forms a
part is available for
use.
Signatures, page II-6
3. Please revise the signatures section to identify your controller or
principal accounting
officer (PAO).
General
4. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the selling securityholders acquired their
shares and warrants, and the
price that the public securityholders acquired their shares and
warrants. Please also
disclose the potential profit the selling securityholders will earn
based on the current
trading price. Lastly, please include appropriate risk factor
disclosure
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in
his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Steven D. Pidgeon