UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
001-39445
(Commission File Number)
| (Check one): |
☐ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
☒ Form 10-Q |
☐ Form 10-D |
☐ Form N-CEN |
| |
☐ Form N-CSR |
|
|
|
|
|
For Period Ended: March 31, 2026
| ☐ | Transition Report on Form 10-K |
| ☐ | Transition Report on Form 20-F |
| ☐ | Transition Report on Form 11-K |
| ☐ | Transition Report on Form 10-Q |
For the Transition Period Ended: _________________________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
MSP Recovery, Inc.
Full Name of Registrant
Former Name if Applicable: N/A
| 3525 NW 7th Street |
|
|
| Miami, Florida |
|
33125 |
| (Address of principal executive offices) |
|
(Zip Code) |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ |
|
(a) The reason described in reasonable detail in Part III of this form could not be eliminated
without unreasonable effort or expense; |
| |
|
|
| ☐ |
|
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| |
|
|
| ☐ |
|
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached
if applicable. |
PART III – NARRATIVE
State below in reasonable
detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
The Company is unable to
file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”) by the prescribed due
date without unreasonable effort or expense. The Company is experiencing severe liquidity constraints, is reliant on loan funding to support
operations, and is actively evaluating and pursuing financing and reorganization alternatives, including preparation for a potential restructuring
process.
In addition, the Company’s
Chief Financial Officer resigned effective February 17, 2026. The departure of the Chief Financial Officer has created incremental operational
constraints in completing the quarter-end financial close process and preparing related disclosures and internal review materials necessary
to finalize the Form 10-Q. The Company is implementing interim measures to support the financial reporting function while it evaluates
leadership and resource needs.
The Company is working diligently
to complete the remaining financial closing items and to file the Form 10-Q as soon as practicable. The timing of the filing will depend
on, among other things, the Company’s ability to obtain sufficient financing or otherwise fund the remaining quarterly financial
closing process.
PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
| John H. Ruiz |
|
305 |
|
614-2222 |
| (Name) |
|
(Area Code) |
|
(Telephone Number) |
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☐ Yes ☒ No
To date, the Company has not filed its Annual
Report on Form 10-K for the period ending December 31, 2025.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof? ☐ Yes ☒ No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
MSP Recovery, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: May 18, 2026 |
|
|
| |
|
|
| |
By: |
/s/ John H. Ruiz |
| |
|
Name: John H. Ruiz |
| |
|
Title: Chief Executive Officer |
