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

2026-06-05 美股招股说明书 我是传奇
报告封面

This prospectus supplement no. 50 amends and supplements the prospectus dated October 4, 2024 (as supplemented or amendedfrom time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-279958). Thisprospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in ourCurrent Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2026 (the “Current Report”).Accordingly, we have attached the Current Report to this prospectus supplement. This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the“Selling Securityholders”), or their permitted transferees, of up to 56,896 shares of our Class A Common Stock, par value $0.0001 pershare, including: (i) up to 28,572 shares of our Class A Common Stock issuable upon exercise of warrants (the “VRM Warrants”)issued to Virage Recovery Master, LP (“VRM”) pursuant to the MTA Amendment No. 2 and Amendment to the Amended andRestated Security Agreement (the “Second Virage MTA Amendment”) dated November 13, 2023; (ii) 2,858 shares of our Class ACommon Stock issued to Virage Recovery Participation LP (“VRP”) and up to 14,286 shares of our Class A Common Stock issuableupon exercise of a warrant issued to VRP (the “VRP Warrant”), in partial satisfaction of amounts owed by the Company pursuant tothat certain Services Agreement dated May 20, 2022 between Virage Capital Management LP (“Virage”) and the Company; and (iii)11,180 shares of our Class A Common Stock issued to Palantir Technologies, Inc. (“Palantir”) as consideration for certain products andservices rendered by Palantir. As the exercise price of the VRM Warrants and the VRP Warrant is only $0.0175 per share, should theVRM Warrants or the VRP Warrant be exercised, we would only receive nominal proceeds therefrom. Our Common Stock, Public Warrants and New Warrants are listed on OTC Markets under the symbols “MSPR,” “MSPRZ,” and“MSPRW.” On June 3, 2026, the closing price of Common Stock was $0.0269 per share, the closing price of our Public Warrants was$0.0045 per warrant and the closing price of our New Warrants was $0.0001 per warrant. Effective at 11:59 PM EDT on September 1, 2025, the Company amended its Second Amended and Restated Certificate ofIncorporation filed with the Secretary of State of the State of Delaware to effect a 1-for-7 reverse stock split of the Company’scommon stock (the “Reverse Split”). Unless otherwise noted, the share and per share information in this Prospectus SupplementNo.50 have been adjusted to give effect to the Reverse Split. Investing in our securities involves risks. Before you invest in our securities, please carefully read the informationprovided in the“Risk Factors”section beginning on page 9 of the Prospectus and any in any applicable prospectus supplement,and Item IA of our Annual Report on Form 10-K for the fiscal year ending December 31, 2024, filed with the SEC on April 16,2025. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under theProspectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is June 4, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 CURRENT REPORTPURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01. Entry into a Material Definitive Agreement Hazel Partners Holdings, LLC Funding On May 29, 2026, MSP Recovery, Inc. (the “Company”), through its subsidiaries, entered into a letter agreement with HazelPartners Holdings LLC (“Hazel”), in its capacity as administrative agent and lender under the Company’s existing working capitalcredit facility (the “Hazel Letter Agreement”)