MSP Recovery Inc-A美股招股说明书(2026-08-03版)

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “SellingSecurityholders”), or their permitted transferees, of up to 32,220 shares of our Class A Common Stock, par value $0.0001 per share,held by the Selling Securityholders (the “Total Resale Shares”), including up to 15,239 shares of our Class A Common Stock issuableupon exercise of the Class A Common Stock Underlying Warrant (the “CPIA Warrant”) pursuant to an Amendment to the ClaimProceeds 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 eligible for unsolicited quotations on the OTC Markets Group’sExpert Market under the symbols “MSPR,” “MSPRZ,” and “MSPRW,” respectively. Quotations for securities on the Expert Marketare not publicly available, and our securities do not have an active public trading market. Accordingly, current closing prices for ourCommon Stock, Public Warrants, and New Warrants are not publicly available. 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.66 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 information providedin the“Risk Factors”section beginning on page 9 of the Prospectus and any in any applicable prospectus supplement, and ItemIA 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 31, 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 1934Date of Report (Date of earliest event reported): July 17, 2026 (Former name or former address, if changed since last report) 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 July 17, 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 “July 17 Letter Agreement”) to provide $0.07 million to be used primarily for operating expenses. On July 29, 2026, the Company, through its subsidiaries, entered into a letter agreement with Hazel, in its capacity asadministrative agent and lender under the Company’s existing working capital credit facility (the “July 29 Letter Agreement,” and withthe July 17 Letter Agreement, the “Hazel Letter Agreements”) to provide $0.05 million to be used primarily for operating expenses. As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September30,2025 (the “Q3-2025 Form 10-Q”), the Company is party to a working capital credit facility with Hazel (the “Working Capital Credit Facility”), whichincludes a discretionary funding mechanism referred to as the Operational Collection Floor. Advances under the OperationalCollection F