MSP Recovery Inc-A美股招股说明书(2026-05-06版)

The Prospectus and this prospectus supplement relates to the offer and sale, from time to time, by the selling stockholdersidentified below, or their permitted transferees, of up to 285,715 shares of our Class A Common Stock, par value $0.0001 per sharethat we may issue and sell to YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville” or the “SellingSecurityholder”) fund managed by Yorkville Advisors Global, LP from time to time after the date of this prospectus, pursuant to theStandby Equity Purchase Agreement (the “Yorkville SEPA”) dated November 14, 2023, entered into with Yorkville. See the sectionentitled “Yorkville Facility” for a description of the Yorkville SEPA. Yorkville Facility The shares of our Class A Common Stock being offered by Yorkville have been and may be issued pursuant to the YorkvilleSEPA. Under the Yorkville SEPA, the Company agreed to issue and sell to Yorkville, from time to time, and Yorkville agreed topurchase from the Company, up to $250 million of the Company’s Class A Common Stock. The Company shall not affect any salesunder the Yorkville SEPA, and Yorkville shall not have any obligation to purchase shares of our Class A Common Stock under theYorkville SEPA, to the extent that after giving effect to such purchase and sale: (i) Yorkville would beneficially own more than 9.99%of the Company’s Class A Common Stock at the time of such issuance (the “Ownership Limitation”), or (ii) the aggregate number ofshares of Class A Common Stock issued under the Yorkville SEPA together with any shares of Common Stock issued in connectionwith any other related transactions that may be considered part of the same series of transactions, would exceed 158,295 shares ofClass A Common Stock, which is 19.99% of the aggregate number of shares of outstanding voting Common Stock as of November 14,2023 (the “Exchange Cap”). Effective January 8, 2025, the Exchange Cap was effectively lifted, allowing the Company to issue sharesto Yorkville pursuant to the Yorkville SEPA and the Yorkville Convertible Notes in excess of the Exchange Cap. As a result of theOwnership Limitation, the Company may not have access to the full $250 million amount available under the Yorkville SEPA. The shares of Class A Common Stock will be sold to Yorkville pursuant to the Yorkville SEPA at the election of the Company asspecified in the Advance Notice and at a per share price equal to: (i) 98% of the Market Price (as defined below) for any periodcommencing on the receipt of the Advance Notice by Yorkville and ending on 4:00p.m. New York City time on the applicableAdvance notice date (the “Option 1 Pricing Period”), and (ii) 97% of the Market Price for any three consecutive trading dayscommencing on the Advance notice date (the “Option 2 Pricing Period,” and each of the Option 1 Pricing Period and the Option 2Pricing Period, a “Pricing Period”). “Market Price” is defined as, for any Option 1 Pricing Period, the daily volume weighted averageprice (“VWAP”) of the Class A common stock on Nasdaq during the Option 1 Pricing Period, and for any Option 2 Pricing Period, thelowest daily VWAP of the Class A common stock on the Nasdaq during the Option 2 Pricing Period. In addition, provided that there isa balance outstanding under the Convertible Notes, shares of Class A Common Stock may also be sold to Yorkville pursuant to theYorkville SEPA at the election of Yorkville, pursuant to a Yorkville Advance. Yorkville Convertible Notes In connection with the Yorkville SEPA, and subject to the conditions set forth therein, Yorkville agreed to advance to theCompany in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $15.75 million. OnNovember 14, 2023, we issued a Convertible Note to Yorkville in the principal amount of $5.0 million resulting in net proceeds to usof $4.73 million. On December 11, 2023, we issued a Convertible Note to Yorkville in the principal amount of $5.0 million, resultingin net proceeds to us of $4.75 million. On April 8, 2024, we issued a Convertible Note to Yorkville in the principal amount of $5.0million, resulting in net proceeds to us of $4.75 million. The maturity date of these Convertible Notes is November30, 2026 (asextended pursuant to the Yorkville Letter Agreement) and may be further extended at the discretion of Yorkville. Pursuant to a Supplemental Agreement dated June 26, 2025, Yorkville agreed to advance to the Company, in the form ofConvertible Notes, an additional $3.0 million subject to the terms and conditions set forth in the Yorkville SEPA. In connectionthereto, on June 26, 2025, we issued a Convertible Note in the principal amount of $0.75 million, resulting in net proceeds to us of$0.70 million. On July 16, 2025, we issued a Convertible Note in the principal amount of $0.75 million, resulting in net proceeds to usof $0.70 million. On August 8, 2025, we issued a Convertible Note in the principal amount of $0.75 million, which