MSP Recovery resale shelf covers 755M warrants
Rhea-AI Filing Summary
MSP Recovery, Inc. (MSPR) filed a prospectus supplement tied to its Form S-1, covering the potential resale by selling securityholders of up to 909,982 shares of Class A common stock and up to 755,200,000 warrants, plus the company’s potential issuance of up to 236,019 shares upon warrant exercise. Its common stock and warrants are quoted on the OTC Markets Group’s Expert Market and do not have an active public trading market, so current closing prices are not publicly available. The company previously effected a 1-for-7 reverse stock split effective September 1, 2025, and share data here reflects that adjustment. An attached report describes small, one-time funding arrangements for operating expenses under a discretionary working capital facility and from VRM MSP Recovery Partners, LLC, and states that these do not create committed or ongoing liquidity or any reasonable basis to expect further advances.
Positive
- None.
Negative
- Liquidity remains highly constrained, as the company discloses that its working capital credit facility is fully discretionary, recent advances are small, one-time accommodations for operating expenses, and it has no rights to and no reasonable basis to expect any further funding under that facility.
Filing Explained
All four disclosed advances were funded, but each was one-time cash and none restored ongoing borrowing availability.
The company reports that four one-time advances, each of
The two Hazel advances were discretionary, standalone accommodations that did not restore availability or commit Hazel to future funding. The two VRM advances were also limited to operating expenses and did not create an obligation to provide further advances.
As of
The filing states that no additional funding is currently available under the working-capital facility and that the company has no reasonable basis to expect further advances; the Hazel Letter Agreements and VRM Addenda are the named documents for the detailed terms.
Sources and calculations
- Form 424B3 and attached Form 8-K (2026-08-31)
- MSP Recovery latest supplied quarterly fundamentals (2025-09-30)
- Available liquidity against the last reported quarterly operating outflow, in days at that rate $1,821,000 / ($3,405,000 / 92) = 49.2 days
Key Figures
Key Terms
Expert Market market
reverse stock split financial
working capital credit facility financial
Operational Collection Floor financial
Emerging growth company regulatory
FAQ
What securities is MSP Recovery (MSPR) registering in this prospectus supplement?
What reverse stock split did MSP Recovery (MSPR) implement?
What recent funding did MSP Recovery (MSPR) obtain from Hazel Partners Holdings LLC?
What funding did MSP Recovery (MSPR) receive from VRM MSP Recovery Partners, LLC?
Does MSP Recovery (MSPR) have committed liquidity under its working capital facility?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-265953
PROSPECTUS SUPPLEMENT NO. 75
(to Prospectus dated August 5, 2022)
MSP RECOVERY, INC.
Up to 909,982 Shares of Class A Common Stock
Up to 755,200,000 Warrants to Purchase Shares of Class A Common Stock
Up to 236,019 Shares of Class A Common Stock Underlying Warrants
This prospectus supplement no. 75 amends and supplements the prospectus dated August 5, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-265953). 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 August 31, 2026 (the “Current Report”). 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 $0.0001 per 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 (as defined 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 in the 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 the Business Combination (as defined below) upon conversion of the Founder Shares (as defined below). The Founder Shares were 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 Selling Securityholders, 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 Selling Securityholders, including the Members (as defined below), as consideration in the Business Combination for their membership interests in the MSP Purchased Companies (as defined below) or issuable pursuant to the terms of existing contracts. |
| ● | up to 11,434 shares of Class A Common Stock issued to certain Selling Securityholders upon exchange of Up-C Units designated by the Members and issued in a private placement by the Company in lieu of a corresponding number of Up-C Units to which such Members were otherwise entitled but designated back to the Company and Opco pursuant to the terms of the Business Combination. Such Selling Securityholders paid no cash consideration for such Up-C Units or the underlying shares of Common Stock. |
| ● | up to 285 shares of Class A Common Stock issued to certain Selling Securityholders in a private placement by the Company pursuant to the terms of existing contracts. Such Selling Securityholders paid no cash consideration for such shares of Common 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 each unit consisting of one share of Class A Common Stock and one-half of one Public Warrant. Following anti-dilution adjustments made in connection with the Business Combination, the Public Warrants have an exercise price of $0.4375 per share. Because the exercise price of the Public Warrants is only $0.4375 per share, we believe holders of the Public Warrants will 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 defined below), which were originally distributed to stockholders of the Company without charge as a dividend pursuant to the terms of the Business Combination. The New Warrants have an exercise price of $50,312.50 per share. The exercise price of the New Warrants are highly dependent on the price of our Class A Common Stock and the spread between the exercise price of the New Warrants and the price of our Common Stock at the time of exercise. If the market price for our Class A Common Stock is less than $50,312.50 per share, we believe warrant holders will be unlikely to exercise their New Warrants. The last reported sale price of the Class A Common Stock, as indicated below, is currently significantly below the $50,312.50 per share exercise price. There is no guarantee therefore that holders will exercise the New Warrants, and in any event, even if holders exercise New Warrants, we will not retain any proceeds from the exercise of the New Warrants, as described below. We do not expect to rely on the cash exercise of the New Warrants to fund our operations. Instead, we intend to rely on our primary sources of cash discussed elsewhere in this prospectus to continue to support our operations. See “The Company and Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for additional information. |
Our Common Stock, Public Warrants and New Warrants are eligible for unsolicited quotations on the OTC Markets Group’s Expert Market under the symbols “MSPR,” “MSPRZ,” and “MSPRW,” respectively. Quotations for securities on the Expert Market are not publicly available, and our securities do not have an active public trading market. Accordingly, current closing prices for our Common 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 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. 75 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 August 31, 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): August 14, 2026
MSP Recovery, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39445 | 84-4117825 | ||
(State
or other jurisdiction |
(Commission File Number) |
(I.R.S.
Employer |
| 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 Fundings
On August 17, 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 “August 17, 2026 Letter Agreement”) to provide $0.03 million to be used primarily for operating expenses.
On August 26, 2026, the Company, through its subsidiaries, entered into a letter agreement with Hazel, in its capacity as administrative agent and lender under the Company’s existing working capital credit facility (the “August 26, 2026 Letter Agreement,” and collectively with the August 17, 2026 Letter Agreement, the “Hazel Letter Agreements”) to provide $0.03 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 Agreements, Hazel has agreed, in its sole discretion, to make two one-time advances of $0.03 million and $0.03 million (the “Advances”), respectively, to increase the Operational Collection Floor beyond the previously disclosed level. The advances were funded on August 18, 2026 and August 28, 2026, respectively, subject to the conditions set forth in the Hazel Letter Agreements and the underlying credit agreement, including the absence of any event of default or default at the time of funding.
The Advances are standalone accommodations, and do not reinstate, replenish, or otherwise reopen availability under the Working Capital Credit Facility or the Operational Collection Floor. Other than these specific advances, 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 Agreements do not modify the discretionary nature of the facility, do not create any commitment for future funding, and do not provide the Company with access to ongoing or recurring liquidity.
The Company cautions that the receipt of the Advances 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 Agreements does not purport to be complete and are qualified in their entirety by reference to the Hazel Letter Agreements, copies of which are filed as exhibits to this Current Report on Form 8-K.
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VRM MSP Recovery Partners, LLC Advances
On August 14, 2026, the Company entered into a letter agreement (the “Third Addendum”) with VRM MSP Recovery Partners, LLC (“VRM”), pursuant to which VRM agreed to make available a one-time advance of recovery proceeds of $0.03 million. The Third Addendum serves as an addendum to the letter agreement dated July 8, 2026, and all terms contained therein remain in full force and effect unless otherwise specifically stated in the Third Addendum.
On August 27, 2026, the Company entered into a letter agreement (the “Fourth Addendum,” and with the Third Addendum, the “VRM Addenda”) with VRM, pursuant to which VRM agreed to make available a one-time advance of recovery proceeds of $0.03 million. The Fourth Addendum serves as an addendum to the letter agreement dated July 8, 2026, and all terms contained therein remain in full force and effect unless otherwise specifically stated in the Fourth Addendum.
The Third Addendum was funded on August 14, 2026 and the Fourth Addendum was funded August 28, 2026. The advances described in the VRM Addenda are one-time advances to be used only for operational expenses, and do not imply any obligation of VRM to provide any further advances. VRM reserved all rights under the applicable limited liability company agreement and related documents.
The foregoing descriptions of the VRM Addenda do not purport to be complete, and are qualified in their entirety by reference to the full text of the VRM Addenda, 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 | Hazel Letter Agreement dated August 17, 2026 | |
| 10.2 | Hazel Letter Agreement dated August 26, 2026 | |
| 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 | Virage Letter Agreement dated August 14, 2026 | |
| 10.5 | Virage Letter Agreement dated August 27, 2026 | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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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: August 31, 2026 | ||
| By: | /s/ Thomas Hawkins | |
| Name: | Thomas Hawkins | |
| Title: | Director and Member of the Special Committee | |
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