MSP Recovery Inc-A美股招股说明书(2026-07-08版)

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 32,220 shares of our Class A Common Stock, par value $0.0001 pershare, held by the Selling Securityholders (the “Total Resale Shares”), including up to 15,239 shares of our Class A Common Stockissuable upon exercise of the Class A Common Stock Underlying Warrant (the “CPIA Warrant”) pursuant to an Amendment to theClaim Proceeds Investment Agreement (the “Amendment”) and a Warrant Agreement (the “Warrant Agreement”) with Brickell KeyInvestments LP (the “CPIA Holder”). As the exercise price of the CPIA Warrant is only $0.4375 per share, should the CPIA Holderexercise the CPIA Warrant, 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 July 7, 2026, the closing price of Common Stock was $0.0198 per share, the closing price of our Public Warrants was$0.0045 per warrant and the closing price of our New Warrants was $0.0002 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.64 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 July 8, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2026 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 8.01. Other Events. As previously reported, MSP Recovery, Inc. (the “Company”) has not filed its Annual Report on Form 10-K for the period endingDecember 31, 2025 or its Quarterly Report on Form 10-Q for the period ending March 31, 2026 (collectively, the “Delayed Reports”)with the Securities and Exchange Commission (“SEC”). Companies that are not current in their SEC reporting obligations inaccordance with the provisions of Rule 15c2-11, promulgated under the Securities Exchange Act of 1934, as amended, do not havecurrent information publicly available, and thus do not meet the requirements for ongoing quoting of their securities on one of thepublic markets operated by the OTC Markets Group. On July 6, 2026, the Company was informed by the OTC Markets Group that the trading of its Class A common stock andpublicly traded warrants (the “Publicly Traded Securities”) will move from OTC Pink Limited Information market tier to theOTCMarkets Group’s “Expert Market” on or around July 17, 2026, unless it regains compliance in its financial filings. The Company doesnot expect that the Delayed Reports will be filed with the SEC by July 17, 2026, the end of the grace period for the Company to havecurrent information publicly available. Accordingly, the Company’s Publicly Traded Securities will be designated for quoting on theExpert Market, effective July 17, 2026. The Expert Market is available for