Lionheart Acquisition Corporation II (Nasdaq: LCAPU, LCAP and
LCAPW) (“LCAP” or the “Company”) today announced that its
stockholders have approved an extension of the date by which the
Company must consummate a business combination from February 18,
2022 to August 18, 2022 (the “Extension”) at the special meeting of
stockholders held on January 27, 2022. The Extension provides LCAP
with additional time to complete the previously announced proposed
business combination with MSP Recovery, LLC (“MSP”).
Ophir Sternberg, Chief Executive Officer of
LCAP, commented on the results of the meeting: “We are happy to
report that we received well above the threshold of required
outstanding shares that voted to support the extension, which will
allow us additional time to complete our business combination with
MSP. The active engagement of our investors in this extension
process is encouraging, and with this vote of approval, we will
continue to work towards completing a successful business
combination to build shareholder value for this company.”
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.
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.
Important Information About the Business
Combination and Where to Find It
In connection with the proposed business
combination (the “proposed business combination”), LCAP has filed a
registration statement on form S-4 (File No. 333-260969) (the
“Registration Statement”) with the SEC which includes a proxy
statement/prospectus, and certain other related documents, which
will be both the proxy statement to be distributed to holders of
shares of LCAP’s common stock in connection with LCAP’s
solicitation of proxies for the vote by LCAP’s stockholders with
respect to the business combination and other matters as may be
described in the Registration Statement, as well as the prospectus
relating to the offer and sale of the securities of LCAP to be
issued in the business Combination. LCAP’s
stockholders and other interested persons are advised to read the
preliminary proxy statement/prospectus included in the Registration
Statement and, when available, the amendments thereto and the
definitive proxy statement/prospectus, as these materials will
contain important information about LCAP, MSP and the business
combination. After the Registration Statement is
declared effective, the definitive proxy statement/prospectus will
be mailed to stockholders of LCAP as of a record date to be
established for voting on the business combination and other
matters as may be described in the Registration Statement.
Stockholders will also be able to obtain copies of the proxy
statement/prospectus contained in the Registration Statement and
the other documents filed with the SEC that will be incorporated by
reference in the proxy statement/prospectus, without charge, at the
SEC’s web site at www.sec.gov, or by directing a request via phone
or in writing to: MacKenzie Partners, Inc., 1407 Broadway, New
York, New York 10018, (212) 929-5500 (Call Collect), Toll-Free
(800) 322-2885, or email:proxy@mackenziepartners.com
Participants in the Solicitation of
Proxies
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 Registration Statement 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 press release will 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, 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 may include, but are not limited to, statements
regarding MSP Recovery LLC’s (“MSP”) plans, goals and objectives,
forecasts, budgets or projections and any related assumptions,
statements and projections regarding projected MSP claims by paid
amounts, projected paid amount of potentially recoverable claims,
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. Actual recoveries to MSP from its claims portfolio may
vary materially from the projected amounts of potentially
recoverable claims. 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, any inaccuracies in the assumptions underlying MSP’s
forecasts over time, including its estimates of paid amount of
potentially recoverable claims; the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the Membership Interest Purchase Agreement (as may
be amended from time to time, the “MIPA”) entered into in
connection with the proposed business combination; 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 Registration Statement,
including the preliminary proxy statement/prospectus (and, when
available, 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.
Investor Relations Contact
Faquiry Diaz Cala
Chief Operating Officer
fdc@Lheartcapital.com
305.803.7575
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