Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On January 10, 2022, Lionheart Acquisition Corporation II, a Delaware
corporation (the "Company"), received a written notice (the "Notice") from the
Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq")
indicating that the Company is not in compliance with Nasdaq Listing Rule
5620(a) and 5810(c)(2)(G) (the "Annual Meeting Rule") because it did not hold an
annual meeting of stockholders within 12 months of the end of the Company's
fiscal year on December 31, 2020. The Notice is only a notification of
deficiency, not of imminent delisting, and has no current effect on the listing
or trading of the Company's securities on the Nasdaq Capital Market.
The Notice states that, under Nasdaq rules, the Company has 45 calendar days, or
until February 24, 2022, to submit a plan to regain compliance with the Annual
Meeting Rule. If such plan is acceptable to Nasdaq, Nasdaq may grant the Company
an extension of up to 180 calendar days from the Company's fiscal year end, or
until June 29, 2022, to regain compliance. The Company intends to submit a plan
to regain compliance with the Annual Meeting Rule within the required timeframe.
In light of the pendency of the Company's previously announced business
combination, the Company intends to hold a combined annual and special meeting
as described in the proxy statement/prospectus included in the Registration
Statement on Form S-4 (as amended, the "Registration Statement") filed by the
Company. The closing of the business combination is subject to approval by the
stockholders of the Company, among other conditions described in the
Registration Statement.
Important Information About the Business Combination and Where to Find It
On January 4, 2022, the Company filed with the SEC a definitive proxy statement
regarding an extension of the deadline to complete its business combination from
February 18, 2022 to August 18, 2022 (the 'Extension Proxy Statement"). Further,
in connection with the proposed business combination, LCAP has filed a
Registration Statement (File No. 333-260969) 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 Extension Proxy Statement and 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 Extension Proxy Statement, 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
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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
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 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 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 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.
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Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL)
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