As filed with the Securities and Exchange Commission on April 29, 2024 Registration No. 333-268616 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MSP RECOVERY, INC. Delaware 7374 84-4117825 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 2701 Le Jeune Road, Floor 10 Coral Gables, Florida 33134 Telephone: (305) 614-2222 (Address, Including Zip Code, and ...

Financial Performance - The total Paid Amount for the year ended December 31, 2023, was $369.8 billion, a slight decrease from $374.8 billion in 2022[462]. - The Paid Value of Potentially Recoverable Claims for 2023 was $88.9 billion, compared to $89.6 billion in 2022[462]. - The Billed Value of Potentially Recoverable Claims was $373.5 billion in 2023, down from $377.8 billion in 2022[462]. - Claims recovery income increased by $2.3 million, or 48%, to $7.2 million for the year ended December 31, 2023, compared to $4.9 million in 2022, driven by increased settlements during the period[484]. - Claims recovery service income decreased by $18.0 million, or 97%, to $0.5 million for the year ended December 31, 2023, from $18.5 million in 2022, primarily due to a decrease in third-party service fees[485]. - Total operating expenses increased by $212.7 million, or 60%, to $567.6 million for the year ended December 31, 2023, compared to $354.9 million in 2022[484]. - The net loss attributable to MSP Recovery, Inc. was $56.3 million for the year ended December 31, 2023, compared to a net loss of $7.4 million in 2022, representing an increase of 660%[484]. - Adjusted net loss for the year ended December 31, 2023, was $73.3 million, compared to an adjusted net loss of $44.8 million in 2022[495]. Market Potential - The total potentially serviceable market for the company is estimated to exceed $150 billion annually, with Medicare expenditures in 2022 at approximately $944 billion and Medicaid expenditures at approximately $805 billion[410]. - The Centers for Medicare & Medicaid Services (CMS) projects health spending to grow at an average rate of 5.4% per year from 2022 to 2031, which may increase the complexity and number of claims available[411]. - Approximately 93.1% of expected recoveries arise from claims under the Medicare Secondary Payer Act, indicating a significant dependency on this legislation for future revenue generation[412]. Funding and Financial Obligations - The company received funding of $20.5 million under Term Loan A and increased the Term Loan B commitment from $18 million to $27.5 million, with $9.0 million received under Term Loan B as of December 31, 2023[426][427]. - The company has a Working Capital Credit Facility providing for funding of up to $80 million, with a Term Loan A commitment of up to $30 million and a Term Loan B commitment of up to $27.5 million[498][499]. - The company has a promissory note to the MSP Principals for $112.8 million, with an annual interest rate of 4%, maturing on the four-year anniversary of issuance[504]. - The company has $941.3 million of guaranty obligations, with payment dates extended to December 31, 2024, and September 30, 2025, for certain agreements[543]. - The maturity of commitments related to contractual obligations ranges from the date sufficient claims recoveries are received to cover required returns[542]. Stock and Equity Transactions - The Company executed a 1-for-25 reverse stock split effective October 12, 2023, adjusting all issued and outstanding shares proportionately[425]. - On July 7, 2023, the Company issued 7,960,001 shares of Class A Common Stock to Cano as payment for $61.7 million in deferred compensation[435]. - The Company entered into a purchase agreement with Yorkville to sell up to $250 million of Class A Common Stock[440]. - The Company issued Convertible Notes to Yorkville totaling $15.0 million, with net proceeds of approximately $14.23 million[441]. - The Company expects to utilize proceeds from sales of Class A Common Stock to Yorkville for working capital and general corporate purposes[523]. Legal and Regulatory Matters - The SEC initiated an investigation into the Company regarding its business combination transaction and financial results[446]. - The Company received a subpoena from the U.S. Attorney's Office related to a grand jury investigation concerning its proprietary algorithms and stock price drop[447]. - The company has not engaged in any off-balance sheet arrangements as defined by SEC and US GAAP as of December 31, 2023[540]. Operational Strategies - The "Chase to Pay" model aims to prevent wrongful payments by identifying the correct primary insurer at the point of care, potentially improving net recovery margins by reducing legal costs[417][418]. - The Company plans to implement new strategies to secure new Assignors, aiming to expand its Assignor base beyond the current over 160[452]. - The Recovery Multiple is expected to become more meaningful in the next 12 months as the Company begins to report actual increases in recoveries[460]. Cash Flow and Liquidity - As of December 31, 2023, the company had $11.6 million in cash and cash equivalents and an accumulated deficit of $85.6 million[496]. - For the year ended December 31, 2023, the company used approximately $40.0 million of cash in operations[496]. - Net cash used in operating activities decreased by $40.6 million to $40.0 million for the year ended December 31, 2023, compared to $80.6 million for the year ended December 31, 2022[534]. - Net cash provided by investing activities increased by $13.2 million to $7.6 million for the year ended December 31, 2023, compared to cash used in investing activities of $5.7 million for the year ended December 31, 2022[536]. - Net cash provided by financing activities decreased by $70.7 million to $29.0 million for the year ended December 31, 2023, compared to $99.7 million for the year ended December 31, 2022[538]. Claims and Recoveries - The company has a Claims portfolio with a Billed Amount of approximately $1,544 billion and a Paid Amount of approximately $370 billion, with $88.9 billion in Paid Value of Potentially Recoverable Claims as of December 31, 2023[450]. - The Penetration Status of Portfolio improved to 86.8% in 2023 from 85.8% in 2022, indicating an increase in recovery efforts[462]. - The Company recognizes Claims recovery income based on a gain contingency model, typically upon reaching a binding settlement or resolution of legal proceedings[464]. - The Company performed a recoverability analysis on definite-lived CCRA intangible assets, concluding that undiscounted net recoveries exceeded carrying amounts as of December 31, 2023, resulting in no impairment recognized[548]. - The company identified potential impairment indicators, including recurring operating losses, which were considered in the evaluation of definite-lived intangible assets[548].

Table of Contents As filed with the Securities and Exchange Commission on February 9, 2024 Registration No. 333-268616 UNITED STATES SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MSP RECOVERY, INC. (Exact Name of Registrant as Specified in Its Charter) | Delaware 7374 84-4117825 | | --- | | (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer | | Incorporation or Organization) Classification Code Number) Identi ...

Table of Contents As filed with the Securities and Exchange Commission on February 1, 2024 Registration No. 333-269346 THE SECURITIES ACT OF 1933 MSP RECOVERY, INC. (Exact Name of Registrant as Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER | Delaware 7374 84-4117825 | | --- | | (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer | | Incorporation or Organization) Classificat ...

Table of Contents As filed with the Securities and Exchange Commission on December 8, 2023 Registration No. 333-269346 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MSP RECOVERY, INC. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 7374 | 84-4117825 | | --- | --- | --- | | (State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | Incorporation or Organ ...

Financial Performance - Claims recovery income decreased by $2.3 million to $0.4 million for the three months ended September 30, 2023, a decline of 84% compared to the same period in the prior year, driven by decreased settlements[255]. - Claims recovery service income dropped by $5.7 million to $0.0 million for the three months ended September 30, 2023, a 100% decrease, primarily due to a reduction in third-party service fees[256]. - Total claims recovery income for the nine months ended September 30, 2023 was $6.977 million, down 68% from $22.020 million in the same period in 2022[267]. - Claims amortization expense increased by $201.9 million to $355.5 million for the nine months ended September 30, 2023, a 131% increase, primarily due to acquisitions of CCRAs[269]. - Interest expense rose by $123.3 million to $204.3 million for the nine months ended September 30, 2023, a 152% increase, driven by guarantee obligations and increased interest on claims financing[274]. - Net loss attributable to controlling members for the nine months ended September 30, 2023 was $32.9 million, compared to a loss of $3.9 million in the same period in 2022, reflecting a 732% increase[267]. - General and administrative expenses increased by $3.6 million to $20.7 million for the nine months ended September 30, 2023, a 21% increase, driven by higher salaries and benefits[270]. - Professional fees increased by $4.6 million to $15.6 million for the nine months ended September 30, 2023, a 42% increase, primarily due to costs associated with being a public company[271]. - Other income decreased by $54.5 million for the nine months ended September 30, 2023, primarily due to a significant gain from debt extinguishment in the prior year[275]. - The adjusted operating loss for the nine months ended September 30, 2023, was $55.5 million, significantly higher than the $22.4 million loss reported in the same period of 2022, reflecting an increase of approximately 148%[277]. Claims and Recovery - The current Claims portfolio includes approximately $1,603 billion in Billed Amount and $381 billion in Paid Amount, with about $92 billion in Paid Value of Potentially Recoverable Claims as of September 30, 2023[188]. - The company has yet to generate substantial revenue from its recovery model, primarily earning from performance-based or fee-for-service arrangements[192]. - The "Chase to Pay" model aims to identify the correct primary insurer at the point of care, potentially increasing recovery margins and reducing legal costs[193][194]. - The company has developed algorithms to identify waste, fraud, and abuse in healthcare claims, leveraging large volumes of data for recovery opportunities[186]. - The company receives recovery rights through irrevocable assignments of Claims, allowing it to control litigation direction and pursue recoveries that competitors cannot[187]. - The company is positioned to generate meaningful annual recovery revenue at high profit margins by addressing the billing gap in Medicare and Medicaid[185]. - Approximately 86.8% of claims identified as potentially recoverable are already in the recovery process as of September 30, 2023[221]. - The total addressable market for the company is estimated to exceed $150 billion annually, primarily focused on Medicare and Medicaid segments[231]. - Approximately 92.6% of expected recoveries arise from Claims under the Medicare Secondary Payer Act[234]. - Legal strategies are being deployed to mitigate the impact of a recent court ruling that could reduce PVPRC by approximately $8.9 billion[230]. Corporate Actions and Compliance - A reverse stock split of 1-for-25 was executed on October 12, 2023, adjusting all issued and outstanding shares and derivative securities accordingly[199]. - The company was notified of non-compliance with Nasdaq Listing Requirements due to late filings, but regained compliance by filing necessary reports by August 30, 2023[200][201]. - The Company received a delisting determination from Nasdaq due to its Class A Common Stock closing bid price being $0.10 or less for 10 consecutive trading days, but regained compliance after a reverse stock split on October 13, 2023[202]. - The Company amended the promissory note to Nomura, increasing the principal amount to approximately $28.9 million and extending the maturity date to December 31, 2024, with an interest rate of 16% per annum[211]. - The Company issued 4,760,001 unregistered shares of Class A Common Stock to Cano Health, LLC, as payment for $61.6 million in deferred compensation related to various agreements[212]. - The Company established a reserve for a $5.0 million receivable from Cano due to substantial doubt about Cano's ability to continue as a going concern[213]. - The Company plans to implement new strategies to secure new Assignors, aiming to expand its Assignor base from over 160 to further increase claims recovery opportunities[218]. Liquidity and Financial Position - As of September 30, 2023, the company had unrestricted cash and cash equivalents totaling $6.7 million, with an accumulated deficit of $62.1 million since inception[278]. - The company used approximately $31.5 million of cash in operations for the nine months ended September 30, 2023, highlighting ongoing liquidity challenges[278]. - The Working Capital Credit Facility provides for up to $80 million, with an initial $10 million drawn on March 6, 2023, and an additional $5 million disbursed on March 29, 2023[280]. - The company received $5.5 million from Term Loan A and $2.3 million from Term Loan B on August 4, 2023, as part of its liquidity management strategy[282]. - The company has entered into a Yorkville SEPA allowing it to sell up to $250 million of its common stock, providing a potential source of liquidity[291]. - The MSP Principals Promissory Note, totaling $112.8 million, has an annual interest rate of 4% and matures on June 16, 2026, impacting future cash flow[283]. - The company has not yet exercised its rights under the Assignment and Sale of Proceeds Agreement, which allows for monetization of up to $250 million in net recovery proceeds[293]. - The adjusted net loss for the nine months ended September 30, 2023, was $46.8 million, compared to $22.6 million in the same period in 2022, representing a year-over-year increase of approximately 107%[277]. - Net cash used in operating activities decreased by $39.2 million to $31.5 million for the nine months ended September 30, 2023, compared to $70.8 million for the same period in 2022[298]. - Net cash provided by investing activities increased by $12.3 million to $7.8 million for the nine months ended September 30, 2023, compared to a net cash used of $4.6 million in 2022[299]. - Net cash provided by financing activities decreased to $15.4 million for the nine months ended September 30, 2023, compared to $99.4 million for the same period in 2022[300]. - As of September 30, 2023, the present value of amounts owed under claims financing obligations was $529.2 million, with a weighted average interest rate of 14.5%[301]. - The company has $900.5 million of guaranty obligations as of September 30, 2023, with a maturity date extended to December 31, 2024[302]. - Minimum required payments on agreements as of September 30, 2023, total $678.1 million, with maturity ranging until 2031[303]. - Cash and cash equivalents at the end of the period were $6.7 million, down from $25.7 million at the end of the same period in 2022[297].

Claims Portfolio and Recovery Model - The current Claims portfolio includes approximately $1,602 billion in Billed Amount and $381 billion in Paid Amount, with about $91 billion in Paid Value of Potentially Recoverable Claims as of June 30, 2023[167]. - The company is entitled to 50% of recovery rights under Claims Cost Recovery Agreements (CCRA), and in some cases, has purchased rights to 100% of the recovery[167]. - The company plans to transition to a "Chase to Pay" model, which aims to identify the correct primary insurer at the point of care, potentially increasing recovery margins and reducing legal costs[172][173]. - The company has yet to generate substantial revenue from the Recovery Model, with most revenue currently coming from performance-based or fee-for-service arrangements[171]. - Approximately 86.8% of claims identified as potentially recoverable are already in the recovery process as of June 30, 2023[197]. - The Recovery Multiple measures the income generated from Claims recovery compared to the Paid Amount, with a target of exceeding 1x for profitability[202]. - The Billed Value of Potentially Recoverable Claims represents the cumulative Billed Amount, which the Company believes can exceed the Paid Amount through legal recoveries[201]. - The company estimates its total addressable market in the healthcare industry to be over $150 billion annually, with a focus on Medicare and Medicaid segments[206]. - Approximately 93% of expected recoveries arise from claims under the Medicare Secondary Payer Act as of June 30, 2023[208]. - The company has received total recoveries of $5.0 million with a recovery multiple of 1.54x during the six months ended June 30, 2023[205]. - Claims recovery income increased by $4.6 million for the six months ended June 30, 2023, driven by increased settlements during the period[240]. Financial Performance and Expenses - Total claims recovery income for the three months ended June 30, 2023, was $2.542 million, an increase of 87% compared to $1.357 million for the same period in 2022[228]. - Claims recovery service income decreased by $4.0 million to $0 for the three months ended June 30, 2023, primarily due to a decrease in third-party service fees[229]. - Total operating expenses for the three months ended June 30, 2023, were $143.059 million, a 97% increase from $72.643 million in the same period in 2022[228]. - Claims amortization expense increased by 210% to $121.004 million for the three months ended June 30, 2023, compared to $38.991 million in 2022[228]. - The net loss attributable to controlling members for the three months ended June 30, 2023, was $8.220 million, a 337% increase from $1.880 million in the same period in 2022[228]. - Total operating expenses rose by $203.4 million, a 241% increase compared to the same period in 2022, reaching $287.7 million[240]. - Interest expense increased by $81.2 million to $116.0 million for the six months ended June 30, 2023, primarily due to guarantee obligations and increased interest on Claims Financing Obligations[249]. - The company reported a net loss of $384.975 million for the six months ended June 30, 2023, compared to a net loss of $119.872 million for the same period in 2022, representing a 221% increase[240]. - Adjusted net loss for the six months ended June 30, 2023, was $33.405 million, compared to an adjusted net loss of $9.012 million for the same period in 2022[252]. Compliance and Regulatory Matters - The company was notified of non-compliance with Nasdaq listing requirements due to late filings, but has since regained compliance after filing its Quarterly Report on Form 10-Q for the period ending June 30, 2023[178][180]. - The company is currently evaluating various actions to regain compliance with Nasdaq's Bid Price Requirement, including a potential reverse stock split[178]. - The company disclosed that there were no material changes in its Critical Accounting Policies and Estimates during the three months ended June 30, 2023[279]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[280]. Funding and Capital Structure - The company received $5.5 million from Term Loan A and $2.3 million from Term Loan B under a credit agreement with Hazel Partners Holdings LLC, with additional funding of $2.3 million received later[181]. - The principal amount of the amended promissory note to Nomura is approximately $26.3 million, with an interest rate of 16% per annum, maturing on September 30, 2024[188]. - The Company issued 199,000,001 shares of Class A common stock to Cano Health as payment for $61.6 million in deferred compensation[189]. - The Company has established a reserve for a $5.0 million receivable from Cano due to concerns about Cano's ability to continue as a going concern[190]. - The Company has $862.2 million in guaranty obligations as of June 30, 2023, with minimum required payments of $646.8 million[276][277]. - The Company entered into a Working Capital Credit Facility providing up to $80 million, with an initial $10 million drawn on March 6, 2023[255]. - The Company has the right to sell up to $1 billion in Class A common stock shares under the Yorkville Purchase Agreement, subject to certain conditions[263]. - The Company plans to utilize the Assignment Agreement with Prudent to monetize up to $250 million of net recovery interest, although it has not yet exercised this right[267][268]. - The Company expects to repay obligations from cash flows generated from claims recovery income[275]. Operational Adjustments and Future Plans - The company has adjusted its operating reserve to $47.5 million and agreed not to increase its 2023 operating budget without consent from Virage[183]. - The Company is required to make a one-time payment to Virage starting January 1, 2024, amounting to 1.0% of each calendar month-end balance, with a potential increase of up to 20% per annum[184]. - The Company anticipates approximately $19.7 million in savings from operating cost reductions over the next twelve months[260]. - The company has developed proprietary algorithms to identify waste, fraud, and abuse in healthcare claims, leveraging large volumes of data and advanced analytics[165]. - The company has a unique business model that involves receiving irrevocable assignments of Claims, allowing it to pursue recoveries that competitors cannot[166]. - The Company plans to implement new strategies to secure new Assignors, aiming to expand from over 160 Assignors currently[194].

Claims Portfolio and Recovery - The current Claims portfolio includes approximately $1,597 billion in Billed Amount and $380 billion in Paid Amount, with about $91 billion in Paid Value of Potentially Recoverable Claims as of March 31, 2023[159]. - The company is entitled to 50% of recovery rights under Claims Cost Recovery Agreements (CCRA), and in some cases, has purchased rights to 100% of the recovery[159]. - The company plans to transition to a "Chase to Pay" model, which aims to identify the correct primary insurer at the point of care, potentially increasing recovery margins and reducing legal costs[164][165]. - The company has yet to generate substantial revenue from the Recovery Model, primarily relying on performance-based or fee-for-service arrangements[163]. - The company provides Claims recovery services to assist other entities in identifying recoverable Claims, charging fees based on budgeted expenses[167]. - The company has established a basis for future recoveries through statutory law and case law, enhancing its position in the market[157]. - The Company is entitled to pursue double damages and statutory interest under the Medicare Secondary Payer Act, which may enhance recovery amounts[194]. - As of March 31, 2023, approximately 86% of claims identified as potentially recoverable are already in the recovery process[195]. - Claims recovery income increased by $3.4 million to $3.5 million for the three months ended March 31, 2023, driven by increased settlements during the period[230]. - Claims recovery service income decreased by $7.6 million to $498,000, primarily due to a decrease in third-party service fees, with no significant recovery service income anticipated for 2023[231]. Financial Performance and Expenses - Total Paid Amount for the three months ended March 31, 2023, is $379.9 million, an increase from $374.8 million in the previous quarter[203]. - Paid Value of Potentially Recoverable Claims (PVPRC) for the same period is $91.3 million, up from $89.6 million in the prior quarter[203]. - Billed Value of Potentially Recoverable Claims (BVPRC) reached $385.6 million, compared to $377.8 million in the previous quarter[203]. - The Recovery Multiple for the three months ended March 31, 2023, is 1.2x, with total recoveries of $3.8 million[203]. - The Penetration Status of Portfolio remains at 85.8% for the three months ended March 31, 2023, unchanged from the previous quarter[203]. - Total operating expenses surged by 1,141% to $144.6 million, largely due to a $110.8 million increase in claims amortization expense related to acquisitions[230]. - Interest expense rose by $31.6 million to $42.4 million, driven by increased interest on Claims Financing Obligations and related party loans[238]. - The Company incurred a net loss of $174.1 million for the three months ended March 31, 2023, compared to a net loss of $13.9 million for the same period in 2022[230]. - Adjusted net loss for the three months ended March 31, 2023, was $7.985 million, reflecting adjustments for non-cash and non-recurring expenses[241]. - The Company has an accumulated deficit of $34.1 million as of March 31, 2023, with approximately $22.1 million used in operations during the quarter[243]. Compliance and Regulatory Issues - On April 24, 2023, the company was notified of non-compliance with Nasdaq Listing Rule 5250(c)(1) due to late filing of its 2022 Form 10-K and a closing bid price below $1.00 per share for 30 consecutive business days[170]. - The company is currently evaluating actions to regain compliance with Nasdaq's Bid Price Requirement, including a potential reverse stock split[170]. Financing and Capital Structure - The Working Capital Credit Facility provides for up to $80 million, with an initial $20.5 million drawn, and an increase in Term Loan B commitment from $18 million to $27.5 million, funded at $2.25 million per month until December 2023[175][178]. - The Company issued 199,000,001 shares of Class A common stock to Cano Health, LLC as payment for $61.7 million in deferred compensation[186]. - The amended Nomura promissory note increased the principal amount to approximately $26.3 million and extended the maturity date to September 30, 2024, with an interest rate of 16% per annum[185]. - The Company has established a reserve for a $5.0 million receivable from Cano due to concerns about Cano's ability to continue as a going concern[187]. - The Working Capital Credit Facility has a stated maturity date of March 31, 2026, with the possibility of a one-year extension at HPH's discretion[175]. - The Company has the right to sell up to $1 billion in Class A common stock shares to Yorkville under the Yorkville Purchase Agreement, which will not be operational until a Registration Statement is effective[253]. - The Company has $825.0 million of guaranty obligations, with a payment date extended to September 30, 2024, and does not currently have available liquidity to satisfy such obligations[267]. - Minimum required payments on agreements as of March 31, 2023, total $631.0 million, with maturities ranging from the date sufficient claims recoveries are received to cover the required return or by 2031[268]. Market and Growth Potential - The total addressable market for the company is estimated to be over $150 billion annually, primarily focused on Medicare and Medicaid segments[205]. - Approximately 93% of expected recoveries arise from claims under the Medicare Secondary Payer Act, indicating a significant dependency on this legislation[208]. - The company anticipates that health spending will grow at an average rate of 5.4% annually between 2019 and 2028, impacting the number of claims available[206]. - A ruling by the United States Court of Appeals may potentially reduce PVPRC by approximately $8.9 billion, affecting future recoveries[204]. - The Company plans to implement new strategies to secure new Assignors, having grown from 32 Assignors in 2015 to over 160 to date[192].

Recovery Rights and Claims - The company is entitled to recovery rights associated with approximately $1,574 billion in Billed Amount and approximately $375 billion in Paid Amount, with about $89.6 billion in Paid Value of Potentially Recoverable Claims as of December 31, 2022[337]. - The company has identified approximately $1,574 billion in Billed Amount, with $375 billion in Paid Amount and $89.6 billion in Paid Value of Potentially Recoverable Claims as of December 31, 2022[362]. - The Billed Value of Potentially Recoverable Claims reached $377.8 billion as of December 31, 2022[375]. - Approximately 86% of the identified potentially recoverable Claims are already in the recovery process as of December 31, 2022[367]. - The company estimates that at least 10% of Medicare's annual expenditures were improperly paid by private Medicare plans, indicating potential recovery opportunities[377]. Financial Performance - Claims recovery income increased by $4.8 million to $4.9 million for the year ended December 31, 2022, driven by an increase in settlements during the period[399]. - Claims recovery service income rose by $4.0 million, or 28%, to $18.5 million for the year ended December 31, 2022, primarily due to a $5.0 million servicing contract completed during the year[400]. - Total Claims Recovery increased by $8.8 million, or 60%, to $23.4 million for the year ended December 31, 2022[399]. - Cost of Claims recoveries surged by $2.0 million to $2.1 million for the year ended December 31, 2022, primarily due to payments to assignors and the Law Firm[401]. - Claims amortization expense increased by $266.8 million to $266.9 million for the year ended December 31, 2022, driven by increased amortization from the acquisition of CCRAs[402]. - General and administrative expenses rose by $11.3 million, or 90%, to $24.0 million for the year ended December 31, 2022, primarily due to increased wages and advertising expenses[403]. - Professional fees increased by $10.0 million, or 118%, to $18.5 million for the year ended December 31, 2022, mainly due to higher accounting and consulting fees[404]. - Interest expense increased by $94.0 million, or 347%, to $121.0 million for the year ended December 31, 2022, primarily due to increased obligations and interest on Claims Financing Obligations[406]. - Other income increased by $61.9 million to $63.1 million for the year ended December 31, 2022, driven by a gain from the settlement of the Brickell Key Investment debt[407]. Cash Flow and Liquidity - The company had $3.7 million in cash and cash equivalents and loan payables of $198.5 million as of December 31, 2022[410]. - As of December 31, 2022, the Company had unrestricted cash and cash equivalents totaling $3.7 million and an accumulated deficit of $29.2 million[411]. - For the year ended December 31, 2022, the Company used approximately $80.6 million of cash in operations, a significant increase from a net cash provided of $2.2 million in 2021[431]. - Net cash provided by financing activities increased to $99.7 million for the year ended December 31, 2022, compared to a net cash used of $10.5 million in 2021[433]. - The Company has incurred recurring losses and negative cash flows since inception, with a principal liquidity need for capital expenditures and working capital[411]. Strategic Initiatives - The company plans to pivot to the "Chase to Pay" model, which aims to identify the proper primary insurer at the point of care, potentially increasing recovery margins by reducing legal costs[343][344]. - The company plans to implement new strategies to secure new Assignors, including educational platforms and strategic partnerships[364]. - The company launched LifeWallet in January 2022, a platform designed to organize users' medical records and improve patient care through data analytics[345]. - The company has grown its Assignor base from 32 in 2015 to over 160 to date, indicating a strategy for market expansion[364]. Debt and Obligations - The Working Capital Credit Facility includes an $80 million term loan, with a maturity date of March 31, 2026, and interest accruing at a rate of 10% per annum[351][352]. - The company has payment obligations to Virage amounting to $825 million as of March 31, 2023, with a payment date extended to September 30, 2024[356]. - The Company entered into a Working Capital Credit Facility on March 29, 2023, providing for up to $80 million, with an initial $10 million drawn on March 6, 2023[413]. - The Company has the right to sell up to $1 billion in Class A common stock shares under the Yorkville Purchase Agreement, subject to certain conditions[419]. - The minimum required payments on agreements as of December 31, 2022, totaled $354.9 million, with some commitments maturing by 2031[436]. Accounting and Reporting - The company recognizes claims recovery income on a gross basis, typically upon reaching a binding settlement or resolution of legal proceedings[439]. - Claims recovery service income is recognized over time based on a time-based progress measure, with amounts owed recognized as accounts receivable[440]. - There were no impairment indicators or charges for long-lived assets or finite-lived intangibles in the years ended December 31, 2022, and 2021[441]. - The company evaluates long-lived assets for impairment whenever events indicate that the carrying value may not be recoverable[441]. - The company’s accounting policies involve significant judgment and complexity, impacting the understanding of its financial condition[438].

As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. 333-268616 (I.R.S. Employer Identification Number) 2701 Le Jeune Road, Floor 10 Coral Gables, Florida 33134 Telephone: (305) 614-2222 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MSP RECOVERY, ...