Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269346
PROSPECTUS SUPPLEMENT NO. 63
(to Prospectus dated February 7, 2024)

MSP RECOVERY,
INC.
285,715 Shares of Class A Common Stock
This prospectus supplement
no. 63 amends and supplements the prospectus dated February 7, 2024 (as supplemented or amended from time to time, the “Prospectus”),
which forms a part of our Registration Statement on Form S-1 (No. 333-269346). This prospectus supplement is being filed to update and
supplement the information in the Prospectus with the information contained in our Current 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.
The Prospectus and this
prospectus supplement relates to the offer and sale, from time to time, by the selling stockholders identified below, or their permitted
transferees, of up to 285,715 shares of our Class A Common Stock, par value $0.0001 per share that we may issue and sell to YA II PN,
Ltd., a Cayman Islands exempt limited partnership (“Yorkville” or the “Selling Securityholder”) fund managed by
Yorkville Advisors Global, LP from time to time after the date of this prospectus, pursuant to the Standby Equity Purchase Agreement (the
“Yorkville SEPA”) dated November 14, 2023, entered into with Yorkville. See the section entitled “Yorkville Facility”
for a description of the Yorkville SEPA.
Yorkville Facility
The shares of our Class
A Common Stock being offered by Yorkville have been and may be issued pursuant to the Yorkville SEPA. Under the Yorkville SEPA, the Company
agreed to issue and sell to Yorkville, from time to time, and Yorkville agreed to purchase from the Company, up to $250 million of the
Company’s Class A Common Stock. The Company shall not affect any sales under the Yorkville SEPA, and Yorkville shall not have any
obligation to purchase shares of our Class A Common Stock under the Yorkville SEPA, to the extent that after giving effect to such purchase
and sale: (i) Yorkville would beneficially own more than 9.99% of the Company’s Class A Common Stock at the time of such issuance
(the “Ownership Limitation”), or (ii) the aggregate number of shares of Class A Common Stock issued under the Yorkville SEPA
together with any shares of Common Stock issued in connection with any other related transactions that may be considered part of the same
series of transactions, would exceed 158,295 shares of Class A Common Stock, which is 19.99% of the aggregate number of shares of outstanding
voting Common Stock as of November 14, 2023 (the “Exchange Cap”). Effective January 8, 2025, the Exchange Cap was effectively
lifted, allowing the Company to issue shares to Yorkville pursuant to the Yorkville SEPA and the Yorkville Convertible Notes in excess
of the Exchange Cap. As a result of the Ownership Limitation, the Company may not have access to the full $250 million amount available
under the Yorkville SEPA.
The shares of Class A Common
Stock will be sold to Yorkville pursuant to the Yorkville SEPA at the election of the Company as specified in the Advance Notice and at
a per share price equal to: (i) 98% of the Market Price (as defined below) for any period commencing on the receipt of the Advance Notice
by Yorkville and ending on 4:00 p.m. New York City time on the applicable Advance notice date (the “Option 1 Pricing Period”),
and (ii) 97% of the Market Price for any three consecutive trading days commencing on the Advance notice date (the “Option 2 Pricing
Period,” and each of the Option 1 Pricing Period and the Option 2 Pricing Period, a “Pricing Period”). “Market
Price” is defined as, for any Option 1 Pricing Period, the daily volume weighted average price (“VWAP”) of the Class
A common stock on Nasdaq during the Option 1 Pricing Period, and for any Option 2 Pricing Period, the lowest daily VWAP of the Class A
common stock on the Nasdaq during the Option 2 Pricing Period. In addition, provided that there is a balance outstanding under the Convertible
Notes, shares of Class A Common Stock may also be sold to Yorkville pursuant to the Yorkville SEPA at the election of Yorkville, pursuant
to a Yorkville Advance.
Yorkville Convertible Notes
In connection with the Yorkville
SEPA, and subject to the conditions set forth therein, Yorkville agreed to advance to the Company in the form of convertible promissory
notes (the “Convertible Notes”) an aggregate principal amount of $15.75 million. On November 14, 2023, we issued a Convertible
Note to Yorkville in the principal amount of $5.0 million resulting in net proceeds to us of $4.73 million. On December 11, 2023, we issued
a Convertible Note to Yorkville in the principal amount of $5.0 million, resulting in net proceeds to us of $4.75 million. On April 8,
2024, we issued a Convertible Note to Yorkville in the principal amount of $5.0 million, resulting in net proceeds to us of $4.75 million.
The maturity date of these Convertible Notes is November 30, 2026 (as extended pursuant to the Yorkville Letter Agreement) and may
be further extended at the discretion of Yorkville.
Pursuant to a Supplemental
Agreement dated June 26, 2025, Yorkville agreed to advance to the Company, in the form of Convertible Notes, an additional $3.0 million
subject to the terms and conditions set forth in the Yorkville SEPA. In connection thereto, on June 26, 2025, we issued a Convertible
Note in the principal amount of $0.75 million, resulting in net proceeds to us of $0.70 million. On July 16, 2025, we issued a Convertible
Note in the principal amount of $0.75 million, resulting in net proceeds to us of $0.70 million. On August 8, 2025, we issued a Convertible
Note in the principal amount of $0.75 million, which Yorkville disbursed in two payments: (i) $0.36 million on August 8, 2025, and (ii)
$0.36 million on August 15, 2025. On September 18, 2025, we issued a Convertible Note in the principal amount of $0.38 million, resulting
in net proceeds to us of $0.36 million, and on September 29, 2025, we issued a Convertible Note in the principal amount of $0.38 million,
resulting in net proceeds to us of $0.34 million. The maturity date of the Convertible Notes is March 31, 2027, which date may be extended
at the discretion of Yorkville.
On October 10, 2025, in
connection with the Yorkville SEPA, and subject to the terms and conditions set forth therein, the Company and Yorkville entered into
a second Supplemental Agreement (the “Second Supplemental Agreement”), whereby Yorkville agreed to advance to the Company,
in the form of Convertible Notes, additional funding of up to $3.0 million, from time to time in such amounts as the Company and Yorkville
may mutually agree, and subject to the satisfaction of conditions precedent set forth in the Second Supplemental Agreement. Advances pursuant
to the Second Supplemental Agreement are subject to a 10% original issue discount, and may be issued in increments such that the net principal
increase incurred by such advance under the Second Supplemental Agreement to the aggregate principal amount of all Pre-Paid Advances then
outstanding does not exceed $1.0 million.
Interest shall accrue on
the outstanding balance of any Convertible Note at an annual rate equal to 5.0%, subject to an increase to 18.0% upon an event of default
as described in the Convertible Notes, and is payable upon maturity or upon the occurrence of a Trigger Event. Yorkville may convert the
Convertible Notes into shares of our Class A Common Stock at a conversion price equal to the lower of: (A)(i) with respect to the Convertible
Note issued on April 8, 2024, $263.375 per share, (ii) with respect to the Convertible Note issued on June 26, 2025, $14.00 per share
(iii) with respect to the Convertible Note issued on July 16, 2025, $14.00 per share, (iv) with respect to the Convertible Note issued
on August 8, 2025, $14.00 per share, (v) with respect to the Convertible Note issued on September 18, 2025, $2.00 per share,
and (vi) with respect to the Convertible Note issued on September 29, 2025, $2.00 per share; or (B) 95% of the lowest daily VWAP during
the seven consecutive trading days immediately preceding the conversion (the “Conversion Price”), which in no event may the
Conversion Price be lower than $0.50 (the “Floor Price”). Yorkville, at its discretion, and providing that there is a balance
remaining outstanding under the Convertible Notes, may deliver a notice under the Yorkville SEPA requiring the issuance of shares of Class
A Common Stock to Yorkville at a price per share equivalent to the Conversion Price as determined in accordance with the Convertible Notes;
Yorkville, in its sole discretion, may select the amount of any such conversion, provided that the number of shares issued does not cause
Yorkville to exceed: (i) the Ownership Limitation or (ii) the number of shares registered pursuant to this Registration Statement. Any
amounts payable under a Convertible Note will be offset by such amount sold pursuant to a Yorkville Advance.
On April 8, 2024, the Company
and Yorkville reached an agreement (the “Yorkville Letter Agreement”) to: (1) reduce the Floor Price from $224.00 to
$175.00; (2) waive the first monthly payment due to the Floor Price Trigger, thereby curing the Floor Price Trigger; and (3) extend the
maturity date of the Convertible Notes to September 30, 2025. In addition, the parties agreed that the third Convertible Note
for $5.0 million would be issued on April 8, 2024. On April 12, 2024, Yorkville further agreed that, to the extent that it holds Class
A Common Stock in such quantities that would prevent the Company from utilizing the Yorkville SEPA solely due to the Ownership Limitation,
Yorkville commits to fund an additional advance in the principal amount of $13.0 million on the same terms and conditions as the previous
advances pursuant to the Yorkville SEPA.
On May 2, 2024, the Company
and Yorkville reached an agreement to reduce the Floor Price under the Yorkville SEPA from $175.00 to $87.50. On July 11, 2024, the daily
VWAP for our Class A Common Stock had been below the Floor Price for ten consecutive trading days, resulting in a Floor Price Trigger.
On July 12, 2024, Yorkville agreed to extend the due date for the first Monthly Payment, due as a result of a Floor Price Trigger, to
September 11, 2024. On August 13, 2024, the Company and Yorkville reached an agreement to reduce the Floor Price under the Yorkville SEPA
from $87.50 to $26.25, thereby curing the Floor Price Trigger pursuant to the terms of the Yorkville SEPA. On December 6, 2024, stockholders
holding at least a majority of our outstanding voting capital stock, including our Class A Common Stock and Class V Common Stock, approved
by written consent as required by Nasdaq Rule 5635(d), the issuance of shares of common stock of the Company in excess of the Exchange
Cap set forth in the Yorkville SEPA. Effective January 8, 2025, the Exchange Cap was effectively lifted, allowing the Company to issue
shares to Yorkville pursuant to the Yorkville SEPA and the Yorkville Convertible Notes in excess of the Exchange Cap. On January 24, 2025,
the Company and Yorkville agreed that Monthly Payments resulting from a Floor Price Trigger would be due no sooner than April 30, 2025,
and that the Company would initiate Advance Notices weekly to issue and sell shares remaining under an existing effective registration
statement. On April 10, 2025, Yorkville further agreed to: (i) extend the due date for the first Monthly Payment to November 30, 2026,
(ii) extend the maturity date of the Convertible Notes to November 30, 2026, and (iii) to waive Volume Threshold and Maximum Advance Amount
limitations set forth in the Yorkville SEPA. On June 5, 2025, the Company and Yorkville reached an agreement to reduce the Floor Price
under the Yorkville SEPA from $26.25 to $7.00. On August 5, 2025, the Floor Price was reduced from $7.00 to $3.50. On September 5, 2025,
the Floor Price was reduced from $3.50 to $2.00. On September 15, 2025, the Floor Price was reduced from $2.00 to $1.60. On September
29, 2025, the Floor Price was reduced from $1.60 to $1.20. On October 10, 2025 the Floor Price was reduced from $1.20 to $1.00 per share.
On October 28, 2025, the Floor Price was further reduced from $1.00 to $0.50.
On December 22, 2025, the
Company’s Class A common stock ceased trading on the Nasdaq Capital Market and began trading on the OTC Venture market (“OTCQB”).
Pursuant to Section 2(a)(iv) of the Notes, an Event of Default is deemed to occur if the Company’s common stock ceases to be quoted
or listed for trading on any “Primary Market” for a period of 10 consecutive trading days (the “Primary Market Period”).
The 10 consecutive trading-day Primary Market Period following the Nasdaq delisting concluded on January 6, 2026. On January 8, 2026,
Yorkville delivered a letter to the Company memorializing Yorkville’s agreement to extend the Primary Market Period from 10 consecutive
trading days to 90 calendar days, or through March 22, 2026, provided that the Company’s Class A common stock remains quoted for
trading on the OTCQB during such period. This extension has the effect of deferring Yorkville’s enforcement of remedies arising
solely from the Nasdaq delisting, subject to the satisfaction of the foregoing condition.
Yorkville is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any profits on
the sales of shares of our Class A Common Stock by Yorkville, and any discounts, commissions, or concessions received by Yorkville, are
deemed to be underwriting discounts and commissions under the Securities Act. Yorkville may offer and sell the securities covered by this
prospectus from time to time. Yorkville may offer and sell the securities covered by this prospectus in a number of different ways and
at varying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable
purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information
set forth, in any applicable prospectus supplement. See the sections of this prospectus titled “About this Prospectus” and
“Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and any applicable
prospectus supplement describing the method and terms of the offering of such securities.
The registration of securities
covered by this prospectus does not mean that Yorkville will offer or sell any of the shares of our Class A Common Stock. Yorkville may
offer, sell, or distribute all or a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing
market prices or at negotiated prices. We will not receive any proceeds from the sale of shares of Class A Common Stock by Yorkville pursuant
to this prospectus. However, we expect to receive proceeds from sales of Class A Common Stock that we may elect to make to the Selling
Securityholder pursuant to the Yorkville SEPA, if any, from time to time in our discretion. See “Committed Equity Financing”
for a description of how the price we may sell shares of Class A Common Stock to the Selling Securityholder is calculated pursuant to
the Yorkville SEPA. We provide more information about how the Selling Securityholder may sell or otherwise dispose of the shares of our
Class A Common Stock in the section entitled “Plan of Distribution.”
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 of Incorporation filed with the Secretary of State
of the State of Delaware to effect a 1-for-7 reverse stock split of the Company’s common stock (the “Reverse Split”).
Unless otherwise noted, the share and per share information in this prospectus supplement No. 63 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 provided 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 the Prospectus or determined if the Prospectus
or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June
4, 2026.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 29, 2026
MSP Recovery, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39445 |
|
84-4117825 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
|
3525 NW 7th Street
Miami, Florida |
|
33125 |
| (Address of principal executive offices) |
|
(Zip Code) |
(305)
614-2222
(Registrant’s
telephone number, including area code)
(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 registrant under
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A common stock, $0.0001 par value per share |
|
MSPR |
|
OTC Market Group, Inc. |
| |
|
|
|
|
| Redeemable warrants, each lot of 4,375 warrants exercisable for one share of Class A common stock at an exercise price of $50,312.50 per share |
|
MSPRW |
|
OTC Market Group, Inc. |
| |
|
|
|
|
| Redeemable warrants, each lot of 4,375 warrants exercisable for one share of Class A common stock at an exercise price of $0.4375 per share |
|
MSPRZ |
|
OTC Market Group, Inc. |
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 for complying
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 Hazel Partners
Holdings LLC (“Hazel”), in its capacity as administrative agent and lender under the Company’s existing working capital
credit facility (the “Hazel Letter Agreement”) to provide $0.1 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 September 30, 2025 (the “Q3-2025
Form 10-Q”), the Company is party to a working capital credit facility with Hazel (the “Working Capital Credit Facility”),
which includes a discretionary funding mechanism referred to as the Operational Collection Floor. Advances under the Operational Collection
Floor are made solely at Hazel’s discretion, are not subject to any commitment or minimum availability, and are conditioned on
the satisfaction or waiver of applicable conditions under the governing credit documentation. The Working Capital Credit Facility does
not provide the Company with committed liquidity, does not establish a borrowing base, and does not obligate Hazel to fund any amounts.
As
of the filing of the Q3-2025 Form 10-Q, the Company disclosed that aggregate advances under the Operational Collection Floor had reached
approximately $6.0 million, and that no remaining funding capacity was available under the facility at that time.
Pursuant
to the Hazel Letter Agreement, Hazel has agreed, in its sole discretion, to make a one-time advance of $0.1 million to increase the Operational
Collection Floor beyond the previously disclosed level. The advance was funded on May 29, 2026, subject to the conditions set forth
in the Hazel Letter Agreement and the underlying credit agreement, including the absence of any event of default or default at the time
of funding.
The
$0.1 million advance is a standalone accommodation and does not reinstate, replenish, or otherwise reopen availability under the Working
Capital Credit Facility or the Operational Collection Floor. Other than this specific advance, no additional funding is currently available
to the Company under the Working Capital Credit Facility, and the Company has no rights to, and no reasonable basis to expect, any further
advances thereunder. The Hazel Letter Agreement does not modify the discretionary nature of the facility, does not create any commitment
for future funding, and does not provide the Company with access to ongoing or recurring liquidity.
The
Company cautions that the receipt of the $0.1 million advance should not be viewed as indicative of Hazel’s willingness to provide
future funding, the availability of additional liquidity, or the Company’s ability to meet its operating or debt service obligations
beyond the funding of this specific amount.
The
foregoing description of the Hazel Letter Agreement does not purport to be complete and is qualified in its entirety by reference to
the Hazel Letter Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K.
VRM
MSP Recovery Partners, LLC Advances
On
May 29, 2026, the Company entered into two letter agreements (the “VRM Letter Agreements”) with VRM MSP Recovery Partners,
LLC (“VRM”).
Pursuant
to the Advance Letter (the “Advance Letter”), VRM agreed to make available a one-time advance of $0.06 million. Pursuant
to the Recovery Proceeds Letter (the “Recovery Proceeds Letter”), VRM agreed to permit the Company a one-time retention of
$0.06 million in Primary Series Recovery Proceeds otherwise payable to VRM. Funding made available pursuant to the VRM Letter Agreements
is to be used primarily to support the Company’s accounts payable obligations.
The
VRM Letter Agreements provide that the Company will reimburse VRM for the full amounts under the Advance Letter and the Recovery Proceeds
Letter, together with certain amounts previously permitted to be used by the Company from recovery proceeds otherwise distributable to
VRM (the “Prior Consents”), promptly upon the closing of any loan or other financing transaction by the Company or its affiliates
(other than proceeds from certain short-term financing from Hazel Partners Holdings, LLC), including financing from YA II PN, Ltd. or
any debtor-in-possession financing in the event the Company operates under Chapter 11 protection. The VRM Letter Agreements further contemplate
that any such financing counterparty would permit the use of financing proceeds for the reimbursement described above.
The
advances set forth in the VRM Letter Agreements are described as one-time advances, and do not imply any obligation of VRM to provide
any further advances, and VRM reserved all rights under the applicable limited liability company agreement and related documents.
The
foregoing description of the VRM Letter Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the VRM Letter Agreements, which are filed as exhibits to this Current Report on Form 8-K.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
To
the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Virage Letter Agreement dated May 29, 2026 (Advance) |
| 10.2 |
|
Virage Letter Agreement dated May 29, 2026 (Recovery Proceeds) |
| 10.3 |
|
Amendment
No. 3 to Second Amended and Restated Credit Agreement dated October 2, 2024 (incorporated by reference to Exhibit 10.1 to the Form
8-K filed on October 7, 2024) |
| 10.4 |
|
Hazel Letter Agreement dated May 28, 2026 |
| 104 |
|
Cover
Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
MSP
RECOVERY, INC. |
| Dated: June 4, 2026 |
|
| |
|
|
| |
By: |
/s/
John H. Ruiz |
| |
Name: |
John H. Ruiz |
| |
Title: |
Chief Executive Officer |