MSP Recovery (MSPR) details 32,220-share resale and tight Hazel-based liquidity
Rhea-AI Filing Summary
MSP Recovery, Inc. is updating its resale registration to cover up to 32,220 shares of Class A common stock held by selling securityholders, including 15,239 shares issuable upon exercise of the CPIA Warrant at an exercise price of $0.4375 per share. Any exercise of this warrant would provide only nominal cash proceeds to the company. A 1-for-7 reverse stock split of the common stock became effective on September 1, 2025, and the share figures reflect this adjustment. The common stock and warrants are quoted on the OTC Markets Group’s Expert Market and do not have an active public trading market.
Through subsidiaries, the company entered into two letter agreements with Hazel Partners Holdings LLC under its working capital credit facility, providing $0.07 million and $0.05 million of discretionary advances primarily for operating expenses. These one-time advances increased the Operational Collection Floor beyond the previously disclosed $6.0 million of aggregate advances but do not reinstate or reopen ongoing availability. The company states it has no rights to, and no reasonable basis to expect, further advances and that these arrangements do not provide access to recurring liquidity.
Positive
- None.
Negative
- No committed liquidity and no basis to expect further funding: the company reports only two small discretionary advances of $0.07 million and $0.05 million, clarifies that its Hazel facility remains non-committed, and states it has no rights to and no reasonable basis to expect any additional advances or recurring liquidity.
Filing Explained
The two one-time advances were funded on
Key Figures
Key Terms
Expert Market market
Reverse Split financial
Operational Collection Floor financial
working capital credit facility financial
discretionary funding mechanism financial
Offering Details
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FAQ
What size resale offering is MSP Recovery (MSPR) registering in this supplement?
How does the CPIA Warrant affect MSP Recovery (MSPR) proceeds?
What reverse stock split did MSP Recovery (MSPR) implement?
How much new funding did Hazel provide to MSP Recovery (MSPR)?
Does MSP Recovery (MSPR) have ongoing borrowing capacity under the Hazel facility?
What was the prior funding level under MSP Recovery’s (MSPR) Operational Collection Floor?
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268616
PROSPECTUS SUPPLEMENT NO. 66
(to Prospectus dated May 4, 2024)
MSP RECOVERY, INC.
32,220 Shares of Class A Common Stock
This prospectus supplement no. 66 amends and supplements the prospectus dated May 4, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-268616). 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 July 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 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 issuable upon exercise of the Class A Common Stock Underlying Warrant (the “CPIA Warrant”) pursuant to an Amendment to the Claim Proceeds Investment Agreement (the “Amendment”) and a Warrant Agreement (the “Warrant Agreement”) with Brickell Key Investments LP (the “CPIA Holder”). As the exercise price of the CPIA Warrant is only $0.4375 per share, should the CPIA Holder exercise 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’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. 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 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 July 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): July 17, 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 |
| 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 July 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 “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 as administrative agent and lender under the Company’s existing working capital credit facility (the “July 29 Letter Agreement,” and with the 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 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 $0.07 million and $0.05 million, respectively, to increase the Operational Collection Floor beyond the previously disclosed level. The advances were funded on July 20, 2026 and July 29, 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 Hazel Letter Agreements 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 funding pursuant to the Hazel Letter Agreements 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 is qualified in its entirety by reference to the Hazel Letter Agreements, and a copy of each is filed as an exhibit to this Current Report on Form 8-K.
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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 | 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) | |
| 10.2 | Hazel Letter Agreement dated July 17, 2026 | |
| 10.3 | Hazel Letter Agreement dated July 29, 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: July 31, 2026 | ||
| By: | /s/ Thomas Hawkins | |
| Name: | Thomas Hawkins | |
| Title: | Director and Member of the Special Committee | |
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