MSP Recovery Inc-A美股招股说明书(2026-06-30版)

Up to 909,982 Shares of Class A Common StockUp to 755,200,000 Warrants to Purchase Shares of Class A Common StockUp to 236,019 Shares of Class A Common Stock Underlying Warrants This prospectus supplement no. 70 amends and supplements the prospectus dated August 5, 2022 (as supplemented or amendedfrom time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-265953). 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 30, 2026 (the “CurrentReport”). 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 909,982 shares of our Class A Common Stock, par value $0.0001per share (the “Class A Common Stock”) issued or issuable to certain Selling Securityholders (the “Total Resale Shares”), as follows: ●up to 172,692 shares of Class A Common Stock issued or issuable to the Selling Securityholders, including the Sponsor (asdefined below), upon the exercise of up to 325,000 Private Warrants (as defined below) and up to 755,200,000 New Warrants(as defined below), and the resale from time to time of such New Warrants. The Private Warrants were originally included inthe Private Units (as defined below) issued in a private placement simultaneously with the Company. ●up to 1,315 shares of Common Stock issued to certain Selling Securityholders, including the Sponsor, in connection with theBusiness Combination (as defined below) upon conversion of the Founder Shares (as defined below). The Founder Shareswere originally issued at a price of $21.875 per share.●up to 149 shares of Class A Common Stock included in the Private Units, which were originally issued to certain SellingSecurityholders, including the Sponsor, together with the Private Warrants at a price of $1,750.00 per unit.●up to 724,107 shares of Class A Common Stock exchangeable for Up-C Units originally issued to certain SellingSecurityholders, including the Members (as defined below), as consideration in the Business Combination for theirmembership interests in the MSP Purchased Companies (as defined below) or issuable pursuant to the terms of existingcontracts.●up to 11,434 shares of Class A Common Stock issued to certain Selling Securityholders upon exchange of Up-C Unitsdesignated by the Members and issued in a private placement by the Company in lieu of a corresponding number of Up-CUnits to which such Members were otherwise entitled but designated back to the Company and Opco pursuant to the terms ofthe Business Combination. Such Selling Securityholders paid no cash consideration for such Up-C Units or the underlyingshares of Common Stock.●up to 285 shares of Class A Common Stock issued to certain Selling Securityholders in a private placement by the Companypursuant to the terms of existing contracts. Such Selling Securityholders paid no cash consideration for such shares ofCommon Stock. In addition, this prospectus relates to the issuance by us of up to 236,019 shares of our Class A Common Stock issuable upon exercise of warrants as follows: ●1,036 shares of Class A Common Stock issuable upon the exercise of up to 4,532,405 Public Warrants (as defined below),which were originally issued in the initial public offering of units of the Company at a price of $1,750.00 per unit, with eachunit consisting of one share of Class A Common Stock and one-half of one Public Warrant. Following anti-dilutionadjustments made in connection with the Business Combination, the Public Warrants have an exercise price of $0.4375 pershare. Because the exercise price of the Public Warrants is only $0.4375 per share, we believe holders of the Public Warrantswill likely exercise their Public Warrants. However, given the low exercise price, we would only receive nominal proceeds(less than $500) therefrom. ●234,983 shares of Class A Common Stock issuable upon the exercise of up to 1,028,046,326 New Warrants (as definedbelow), which were originally distributed to stockholders of the Company without charge as a dividend pursuant to the termsof the Business Combination. The New Warrants have an exercise price of $50,312.50 per share. The exercise price of theNew Warrants are highly dependent on the price of our Class A Common Stock and the spread between the exercise price ofthe New Warrants and the price of our Common Stock at the time of exercise. If the market price for our Class A CommonStock is less than $50,312.50 per share, we believe warrant holders will be unlikely to exercise their New Warrants. The lastreported sale price of the Class A Common Stock, as indicated below, is currently significantly below the $50,312.50 pershare exerc