SEC Comment Letter 0000000000-23-001376 to MSP Recovery, Inc. (LIFW, LIFWW, LIFWZ) (CIK 0001802450) (MSPR)
MSP Recovery, Inc. (LIFW, LIFWW, LIFWZ) (CIK 0001802450)
Date: Feb. 9, 2023 · CIK: 0001802450 · Accession: 0000000000-23-001376
AI Filing Summary & Sentiment
File numbers found in text: 333-268616
Letter
United States securities and exchange commission logo February 9, 2023 John H. Ruiz Chief Executive Officer MSP Recovery, Inc. 2701 Le Jeune Road, Floor 10 Coral Gables, FL 33134 Re:MSP Recovery, Inc. Amendment No. 1 to Registration Statement on Form S-1 January 20, 2023 File No. 333-268616 Dear John H. Ruiz: 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 23, 2022 letter. Amendment No. 2 for Form S-1 Beneficial Ownership of Securities, page 107 1.Please refer to prior comment 4 and disclose the natural person(s) that hold voting and/or investment power over the shares that will be held by Brickell Key Investments and its affiliates. We note your response that you are unaware of any natural person(s) that holds voting and/or investment power over the shares that will be held by Brickell Key Investments LP and its affiliates. Given that you entered into a Claim Proceeds Investment Agreement and a Warrant Agreement with Brickell Key Investments LP in 2019 and 2022 and appear to have a material relationship with Brickell Key Investments LP, please tell us why you are are unable to disclose the natural person(s) that hold voting and/or investment power over the shares.
FirstName LastNameJohn H. Ruiz Comapany NameMSP Recovery, Inc. February 9, 2023 Page 2 FirstName LastName John H. Ruiz MSP Recovery, Inc. February 9, 2023 Page 2 You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Adam Buehler, Esq.
Show Raw Text
United States securities and exchange commission logo
February 9, 2023
John H. Ruiz
Chief Executive Officer
MSP Recovery, Inc.
2701 Le Jeune Road, Floor 10
Coral Gables, FL 33134
Re:MSP Recovery, Inc.
Amendment No. 1 to Registration Statement on Form S-1
January 20, 2023
File No. 333-268616
Dear John H. Ruiz:
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 23, 2022 letter.
Amendment No. 2 for Form S-1
Beneficial Ownership of Securities, page 107
1.Please refer to prior comment 4 and disclose the natural person(s) that hold voting and/or
investment power over the shares that will be held by Brickell Key Investments and its
affiliates. We note your response that you are unaware of any natural person(s) that holds
voting and/or investment power over the shares that will be held by Brickell Key
Investments LP and its affiliates. Given that you entered into a Claim Proceeds
Investment Agreement and a Warrant Agreement with Brickell Key Investments LP in
2019 and 2022 and appear to have a material relationship with Brickell Key Investments
LP, please tell us why you are are unable to disclose the natural person(s) that hold voting
and/or investment power over the shares.
FirstName LastNameJohn H. Ruiz
Comapany NameMSP Recovery, Inc.
February 9, 2023 Page 2
FirstName LastName
John H. Ruiz
MSP Recovery, Inc.
February 9, 2023
Page 2
You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Adam Buehler, Esq.