MSP Recovery, Inc. 10-K

Item 8 . Financial Statements and Supplementary Data. 64 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 66 Consolidated Balance Sheets as of December 31, 2022 and 2021 67 Consolidated Statements of Operations for the Years ended December 31, 2022 and 2021, and 2020 68 Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2022, 2021 and 2020 69 Consolidated Statements of Cash Flows for the Years ended December 31, 2022 and 2021, and 2020 71 Notes to Consolidated Financial Statements 72 65 Rep ort of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of MSP Recovery, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of MSP Recovery, Inc. and Subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Miami, Florida July 26, 2023 We have served as the Company's auditor since 2021. 66 MSP RECOVERY, INC. and Subsidiaries Consolidated Bala nce Sheets December 31, December 31, (In thousands except per share amounts) 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 3,661 $ 1,664 Restricted cash 11,420 - Accounts receivable 6,195 - Affiliate receivable (1) 2,425 4,070 Prepaid expenses and other current assets (1) 27,656 13,304 Total current assets 51,357 19,038 Property, plant and equipment, net 3,432 750 Intangible assets, net (2) 3,363,156 84,218 Total assets $ 3,417,945 $ 104,006 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 8,422 $ 4,609 Affiliate payable (1) 19,822 45,252 Commission payable 545 465 Deferred service fee income - 249 Derivative liability 9,613 - Warrant liability 5,311 - Other current liabilities 72,002 3,489 Total current liabilities 115,715 54,064 Guaranty obligation (1) 787,945 - Claims financing obligation and notes payable (1) 198,489 106,805 Loan from related parties (1) 125,759 - Interest payable (1) 2,765 94,545 Total liabilities $ 1,230,673 $ 255,414 Commitments and contingencies (Note 13) Class A common stock subject to possible redemption, 1,129,589 shares at redemption value as of December 31, 2022. 1,807 - Stockholders' Equity (Deficit): Class A common stock, $ 0.0001 par value; 5,500,000,000 shares authorized; 74,605,284 issued and outstanding as of December 31, 2022 $ 7 $ - Class V common stock, $ 0.0001 par value; 3,250,000,000 shares authorized; 3,147,979,494 issued and outstanding as of December 31, 2022 315 - Additional paid-in capital 136,760 - Members' equity - ( 155,756 ) Accumulated deficit ( 29,203 ) - Total Stockholders' Equity (Deficit) $ 107,879 $ ( 155,756 ) Non-controlling interest 2,077,586 4,348 Total equity $ 2,185,465 $ ( 151,408 ) Total liabilities and equity $ 3,417,945 $ 104,006 1. As of December 31, 2022 and 2021, the total affiliate receivable, affiliate payable, guaranty obligation and loan from related parties balances are with related parties. In addition, the prepaid expenses and other current assets, Claims financing obligation and notes payable and interest payable includes balances with related parties. See Note 14, Related Party, for furthe r details. 2. As of December 31, 2022 , intangible assets, net included $ 2.3 billion related to a consolidated VIE. See Note 10 , Variable Interest Entities , for further details. The accompanying notes are an integral part of these consolidated financial statements. 67 MSP RECOVERY, INC. and Subsidiaries Consolidated State ments of Operations Year ended December 31, (In thousands except per share amounts) 2022 2021 2020 Claims recovery income $ 4,878 $ 126 $ 255 Claims recovery service income (1) 18,542 14,500 13,632 Total Claims Recovery $ 23,420 $ 14,626 $ 13,887 Operating expenses Cost of claim recoveries (2) 2,054 26 47 Claims amortization expense 266,929 164 125 General and administrative (3) 23,959 12,633 14,130 Professional fees 18,497 8,502 2,211 Professional fees - legal (4) 43,035 128 468 Depreciation and amortization 424 343 235 Total operating expenses 354,898 21,796 17,216 Operating Loss $ ( 331,478 ) $ ( 7,170 ) $ ( 3,329 ) Interest expense ( 121,011 ) ( 27,046 ) ( 20,886 ) Other income (expense), net 63,067 1,139 ( 51 ) Change in fair value of warrant and derivative liabilities ( 12,483 ) — — Net loss before provision for income taxes $ ( 401,905 ) $ ( 33,077 ) $ ( 24,266 ) Provision for income tax expense — — — Net loss $ ( 401,905 ) $ ( 33,077 ) $ ( 24,266 ) Less: Net (income) loss attributable to non-controlling members 394,488 ( 16 ) 18 Net loss attributable to controlling members $ ( 7,417 ) $ ( 33,093 ) $ ( 24,248 ) Basic and diluted weighted average shares outstanding, Class A Common Stock (5) 61,825,105 N/A N/A Basic and diluted net income per share, Class A Common Stock (5) $ ( 0.12 ) N/A N/A 1. For th e years ended December 31, 2022, 2021 and 2020, Claims recovery service income included $ 10.6 million , $ 11.5 million , and $ 13.1 million, respectively, of Claims recovery service income from VRM MSP. See Note 14, Related Party, for further details. 2. For the year ended December 31, 2022, cost of Claim recoveries included $ 405 thousand of related party expenses. This relates to contingent legal expenses earned from Claims recovery income pursuant to legal service agreements with the La Ley con John H. Ruiz P.A., d/b/a MSP Recovery Law Firm (the "Law Firm"). See Note 14, Related Party, for further details. For the years ended December 31, 2021 and 2020, the expenses related to contingent legal expenses were de minimis. 3. For the year ended December 31, 2022, general and administrative expenses included $ 400 thousand of related party expenses. For the years ended December 31, 2021 and 2020 , the amounts were de minimis. See Note 14, Related Party, fo r further details. 4. For the year ended December 31, 2022, professional fees - legal included $ 29.7 million of related party expenses related to the Law Firm. For the year ended December 31, 2021 and 2020, the amounts were de minimis, respectively, of related party expenses related to the Law Firm. See Note 14, Related Party, for further details. 5. Earnings pe r share information has not been presented for periods prior to the Business Combination (as defined in Note 1, Description of Business ), as it resulted in values that would not be meaningful to the users of these consolidated financial statements. Refer to Note 16 , Net Loss Per Common Share for further information. The accompanying notes are an integral part of these consolidated financial statements. 68 MSP RECOVERY, INC. and Subsidiaries Consolidated Statements of Cha nges in Equity Year Ended December 31, 2022 Class A Common Stock Class V Stock (In thousands except shares) Shares Amount Shares Amount Additional Paid-in Capital Members' Deficit Accumulated Deficit Non- Controlling Interests Total Equity Balance at December 31, 2021 — $ — — $ — $ — $ ( 155,756 ) $ — $ 4,348 $ ( 151,408 ) Contributions prior to recapitalization transaction — — — — — 15 — — 15 Distributions prior to recapitalization transaction — — — — — ( 147 ) — — ( 147 ) Net loss prior to recapitalization transaction — — — — — ( 28,640 ) — — ( 28,640 ) Cumulative effect of recapitalization transaction 7,582,668 — 3,154,473,292 315 41,277 184,528 — 2,490,751 2,716,871 Opening net assets of Lionheart II Holdings, LLC acquired — — — — — — ( 21,786 ) — ( 21,786 ) Adjustment for value of derivative on temporary equity — — — — 9,613 — — — 9,613 Conversion of Warrants 8,505,557 1 — — 16,702 — — ( 6,611 ) 10,092 Class A Issuances 58,517,059 6 ( 6,493,798 ) — 69,168 — — ( 45,054 ) 24,120 Net loss — — — — — — ( 7,417 ) ( 365,848 ) ( 373,265 ) Balance at December 31, 2022 74,605,284 $ 7 3,147,979,494 $ 315 $ 136,760 $ — $ ( 29,203 ) $ 2,077,586 $ 2,185,465 Year Ended December 31, 2021 (In thousands) Members' Deficit Non- Controlling Interests Total Equity Balance at December 31, 2020 $ ( 120,179 ) $ 4,332 $ ( 115,847 ) Contributions 227 — 227 Distributions ( 2,711 ) — ( 2,711 ) Net loss ( 33,093 ) 16 ( 33,077 ) Balance at December 31, 2021 $ ( 155,756 ) $ 4,348 $ ( 151,408 ) The accompanying notes are an integral part of these consolidated financial statements. 69 MSP RECOVERY, INC. and Subsidiaries Consolidated Statements of Changes in Equity Year Ended December 31, 2020 (In thousands) Members' Deficit Non- Controlling Interests Total Equity Balance at December 31, 2019 $ ( 104,455 ) $ 4,350 $ ( 100,105 ) Contributions 8,524 — 8,524 Distributions — — — Net loss ( 24,248 ) ( 18 ) ( 24,266 ) Balance at December 31, 2020 $ ( 120,179 ) $ 4,332 $ ( 115,847 ) The accompanying notes are an integral part of these consolidated financial statements. 70 MSP RECOVERY, INC. and Subsidiaries Consolidated Statements of C ash Flows Year ended December 31, (In thousands) 2022 2021 2020 Cash flows from operating activities: Net loss (1) $ ( 401,905 ) $ ( 33,077 ) $ ( 24,266 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 424 343 235 Claims amortization expense 266,929 164 125 Paid in kind interest 145,321 27,023 20,843 Change in fair value of derivatives 9,613 — — Deferred income taxes ( 531 ) — — Share based compensation 20,055 — — Change in fair value of warrant liability 2,870 — — PPP loan forgiveness — ( 1,043 ) ( 44 ) Realized gain on equity securities — ( 201 ) ( 18 ) Unrealized losses on investments - short position — — 279 Gain on debt extinguishment ( 63,367 ) — — Change in operating assets and liabilities: Accounts receivable ( 6,195 ) — — Affiliate receivable (1) 1,645 801 ( 3,346 ) Affiliate payable (1) ( 25,430 ) 6,225 5,670 Prepaid expenses and other assets ( 27,604 ) 1 ( 9 ) Commission payable 80 — — Accounts payable and accrued liabilities ( 2,291 ) 2,013 268 Deferred service fee income ( 249 ) — 249 Net cash (used in) provided by operating activities ( 80,635 ) 2,249 ( 14 ) Cash flows from investing activities: Additions to property, plant, and equipment ( 2,984 ) ( 481 ) ( 330 ) Additions to intangible assets ( 2,700 ) ( 150 ) — Proceeds from short sale of short positions — — 1,298 Proceeds from sale of equity securities — 4,450 1,273 Purchases of equity securities — ( 4,056 ) ( 1,255 ) Purchase of securities to cover short position — ( 1,770 ) — Net cash (used in) provided by investing activities ( 5,684 ) ( 2,007 ) 986 Cash flows from financing activities: Proceeds from Business Combination 12,009 — — Transaction costs incurred for the Business Combination ( 49,638 ) ( 7,973 ) — Proceeds from related party loan (1) 125,759 — — Issuance of common stock 9,188 — — Issuance of temporary equity 2,417 — — Contribution from members — 227 8,524 Distributions to members — ( 2,711 ) — Proceeds from debt financing — — 1,086 Net cash provided by (used in) financing activities 99,735 ( 10,457 ) 9,610 Increase (decrease) in cash and cash equivalents and restricted cash 13,416 ( 10,215 ) 10,582 Cash and cash equivalents and restricted cash at beginning of year 1,664 11,879 1,297 Cash and cash equivalents and restricted cash at end of period $ 15,080 $ 1,664 $ 11,879 Supplemental cash flow information: Supplemental disclosure of non-cash investing and financing activities: Purchase of intangible asset financed by note payable $ — $ 83,805 $ — Purchase of intangible asset through issuance of Class A common stock 10,963 — Purchase of intangible asset in accrued expenses 51,167 Payment of professional fees through issuance of Class A common stock 1,618 — Transaction costs incurred included in accounts payable 29,681 — Cash paid during the period for: Interest $ — $ 23 $ 43 1. Balances include related party transactions. See Note 14, Related Party , f or further details. The accompanying notes are an integral part of these consolidated financial statements. 71 Table of Contents Note 1. DESCRIPTION OF BUSINESS On May 23, 2022 (the “Closing Date”), MSP Recovery, Inc. d/b/a LifeWallet, a Delaware corporation (formerly known as Lionheart Acquisition Corporation II (“LCAP”) consummated the previously announced business combination pursuant to that certain Membership Interest Purchase Agreement, dated as of July 11, 2021 (as amended, the “MIPA”), by and among the Company, Lionheart II Holdings, LLC, a wholly owned subsidiary of the Company, MSP Recovery, LLC and combined and consolidated subsidiaries ("Legacy MSP"), the members of Legacy MSP (the “Members”), and John H. Ruiz, in his capacity as the representative of the Members (the “Members’ Representative”). Pursuant to the MIPA, the Members sold and assigned all of their membership interests in Legacy MSP to the Company in exchange for non-economic voting shares of Class V common stock, par value $ 0.0001 , of the Company (“Class V Common Stock”) and non-voting economic Class B Units of the Company (“Class B Units,” and each pair consisting of one share of Class V Common Stock and one Class B Unit, an “Up-C Unit”) (such transaction, the “Business Combination”). The Up-C Units are convertible into Class A Common Stock of the Company at the discretion of holder of the Up-C Unit. See Note 3, Business Combination for details. Subsequent to the Closing Date, the Company's sole asset is its equity interest in MSP Recovery, LLC. The Company is the managing member and therefore consolidates Legacy MSP. Legacy MSP was organized in 2014 as a Medicaid and Medicare Secondary Pay Act recovery specialist. The Company utilizes its proprietary internal data analytics platform to review health Claims assigned by secondary payers such as Health Plans, Management Service Organizations (“MSO”), providers of medical services and Independent Physicians Associations. This platform allows the Company to identify Claims cost recovery rights with potential recovery paths where Claims either should not have been paid by the secondary payers or should have been reimbursed by third-party entities. MSP seeks the assignment of recovery rights from secondary payers by acquiring the recovery rights to Claims from secondary payers via Claims Cost Recovery Agreements (“CCRAs”). Prior to executing a CCRA, the Company utilizes its proprietary internal data analytics platform to review the set of Claims and identify Claims with probable recovery paths. MSP’s assets are these irrevocable assignments of health Claims recovery rights that are automatic, all-encompassing and superior to other interests supported by Federal and State laws and regulations. MSP’s operations are primarily conducted in the U.S. and Puerto Rico. Investment Capacity Agreement On September 27, 2021, the Company entered into an Investment Capacity Agreement (the “ICA”) providing for potential future transactions regarding select healthcare Claims recovery interests with its investment partner, Virage, which transactions may include the sale of Claims by MSP. The ICA provides that the maximum value of such Claims will be $ 3 billion. When the Company takes an assignment, the Company takes an assignment of the entire recovery but often has a contractual obligation to pay the assignor 50% of any recoveries. This 50 % interest typically is retained by the assignor (the “Retained Interest”), although in some cases, the Company has acquired all of the recoveries, and the applicable assignor has not kept any Retained Interest. The Retained Interest is not an asset of the Company, but an obligation to pay these assignors, with the Company keeping the other 50 % interest of any recoveries. Virage’s funding in connection with future transactions generally will be used to purchase Retained Interests from existing assignors or new MSP assignors, although its funds can also be used to buy 50% of the recoveries from the Company, in the event the applicable assignor did not retain any Retained Interest. In connection with transactions consummated under the ICA, the Company may receive certain fees, including a finder's fee for identifying the recoveries and a servicing fee for servicing the Claims. Pursuant to the ICA, the Company will assist Virage in acquiring these Retained Interests for a cash price. Virage will be paid the recovery generated from the purchased Retained Interests when received through litigation or settlements. The ICA is separate and distinct from the equity investment in the Company by VRM MSP (an affiliate of Virage). While the ICA is still in effect as of the date of this annual report, it is uncertain if or when the Company would transact on the ICA. To date, there have been no transactions in connection with this ICA, and the Company does not anticipate any in the foreseeable future. LifeWallet On January 10, 2022, the Company announced the launch of LifeWallet, LLC (“LifeWallet”). As of December 31, 2022, the Company’s investment related to LifeWallet included in the consolidated balance sheets was limited to activity and expenses incurred during the year ended December 31, 2022. Through the date the financial statements were issued, LifeWallet has executed agreements for advertising costs within the next 12 months of approximately $ 5.5 million. A portion of these contracts are cancellable with a 30-day notice period. For the aforementioned agreements that do not have a 30-day cancellation at will provision, the parties have mutually agreed to terminate said agreements prior to the filing of this Annual Report on Form 10-K. Committed Equity Facility On May 17, 2022, the Company entered into a Company Common Stock Purchase Agreement (the “Purchase Agreement”) with an affiliate of Cantor Fitzgerald (“CF”). Pursuant to the Purchase Agreement, after the closing of the Business Combination, the Company will have the right to sell to CF from time to time at its option up to $ 1 billion in Class A common stock shares, subject to the terms, conditions and limitations set forth in the Purchase Agreement. 72 Table of Contents On January 6, 2023 , the Company entered into a Company Common Stock Purchase Agreement (the “Yorkville Purchase Agreement”) with YA II PN, Ltd., a Cayman Island exempted company (“Yorkville”), which replaced the Purchase Agreement with CF noted above. Pursuant to the Yorkville Purchase Agreement, the Company has the right to sell to Yorkville from time to time at its option up to $ 1 billion in shares of the Company’s Common Stock, subject to the terms, conditions and limitations set forth in the Yorkville Purchase Agreement. Sales of the shares of the Common Stock to Yorkville under the Yorkville Purchase Agreement, and the timing of any such sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the common stock, as well as determinations by the Company about the use of proceeds of such Common Stock sales. The net proceeds from any such sales under the Yorkville Purchase Agreement will depend on the frequency with, and the price at, which the shares of Common Stock are sold to Yorkville. Upon the initial satisfaction of the conditions to Yorkville’s obligation to purchase shares of Common Stock set forth under the Yorkville Purchase Agreement (the “Commencement”), including that a registration statement registering the resale by Yorkville of the shares of Common Stock under the Securities Act, purchased pursuant to the Yorkville Purchase Agreement (the “Resale Registration Statement”) is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, the Company will have the right, but not the obligation, from time to time, at its sole discretion and on the terms and subject to the limitations contained in the Yorkville Purchase Agreement, until no later than the first day of the month following the 36 month anniversary of the date that the Resale Registration Statement is declared effective, to direct Yorkville to purchase up to a specified maximum amount of Common Stock as set forth in the Yorkville Purchase Agreement by delivering written notice to Yorkville prior to the commencement of trading on any trading day. The purchase price of the common stock that the Company elects to sell to Yorkville pursuant to the Yorkville Purchase Agreement will be 98 % of the volume-weighted average price ("VWAP") of the Common Stock during the applicable purchase date on which the Company has timely delivered a written notice to Yorkville, directing it to purchase common stock under the Yorkville Purchase Agreement. The purchase agreement that the Company entered into on May 17, 2022 with CF has been terminated. Assignment and Sale of Proceeds Agreement On June 30, 2022, the Company entered into an Assignment and Sale of Proceeds Agreement (the “Assignment Agreement”) and a Recovery Services Agreement (the “Services Agreement” and collectively, the “Agreements”) with the Prudent Group (“Prudent”) in order to monetize up to $ 250 million of the value of the Company’s net recovery interest in Claim demand letters that the Company has commenced sending to insurers who admitted they had primary payer responsibility for the underlying accidents to the federal government (“Net Recovery Proceeds”). Pursuant to the Agreements, at the Company’s sole and absolute discretion, the Company has the right to direct Prudent to acquire, on a non-recourse basis, a percentage of the Company's Net Recovery Proceeds, up to an aggregate of $ 250 million, at a purchase price of 90 % of the Net Recovery Proceeds of such Claim. Under the Services Agreement, the Company will service and recover on the demand letters and will retain any revenues generated in excess of the amount received from Prudent, plus up to an 18 % annual return on the amount Prudent paid for the Net Recovery Proceeds. Prudent may terminate the Services Agreement upon sixty (60) days prior written notice to the Company. The Company may utilize the Assignment Agreement as funding if needed. While the Prudent Agreements are still in effect as of the date of these financial statements, it is uncertain if or when the Company would transact on the agreements. Warrant Agreement with Brickell Key Investments, LP On October 12, 2022, MSP Recovery, Inc., a Delaware corporation (the “Company”), finalized an Amendment to the Claim Proceeds Investment Agreement (the "Amendment") and a Warrant Agreement (the "Warrant Agreement") with Brickell Key Investments LP (the “Holder”), pursuant to which the parties have agreed to amend the original Claims Proceeds Investment Agreement ("CPIA") and required payment terms. The Amendment and Warrant Agreement were agreed effective September 30, 2022. Pursuant to the agreements, the Company grants to the Holder the right to purchase Class A common shares in the Company (the "Class A Shares") in accordance with the terms and conditions of the Agreement. The maximum amount of Class A shares that the holder may purchase from the Company is 66,666,666 (the “Amount”) for a purchase price equal to $ 6,666.67 ($ 0.0001 per Class A Share) (the “Exercise Price”) and is payable in cash. This Warrant (the “Warrant”) will expire at 5:00 p.m. (Eastern Time), on September 30, 2027 and may be exercised in whole or in part by Holder at any time prior to such date. The Holder can only sell a maximum of 15 % per month of the Class A Shares obtained through the Warrant. In exchange for the Company issuing the Warrant, the amounts owed to the Holder pursuant to CPIA are reduced from approximately $ 143 million to equal $ 80 million (the "Reduced Obligation"), and no further interest will accrue. The Holder has the right to receive the $ 80 million owed through (1) proceeds as outlined in the CPIA, (2) cash paid by the Company or (3) monetization of the Warrant (through the sale of the Warrant or sale of the underlying Class A Shares). If the Holder monetizes the Warrant, the amount owed will be reduced at a measure of $ 1.20 per Class A Share (five-day volume weighted average price as of September 30, 2022). 73 Table of Contents Liquidity As an early-stage growth company, the Company has incurred substantial net losses since inception. As of December 31, 2022, the Company had unrestricted cash and cash equivalents totaling $ 3.7 million. The Company has incurred recurring losses and negative cash flows since inception and has an accumulated deficit of $ 29.2 million as of December 31, 2022. For the year ended December 31, 2022, the Company used approximately $ 80.6 million of cash in operations. The Company's liquidity will depend on the ability to generate substantial Claims recovery income and Claims recovery services income in the near future, the timing of which is uncertain, as well as its ability to secure funding from capital sources. The Company's principal liquidity needs have been capital expenditures, working capital, debt service and Claims financing obligations. The Company anticipates sources of liquidity to include the Hazel Working Capital Facility as disclosed in Note 19, Subsequent Events . The Company anticipates having funding through this source and has taken several actions to address liquidity concerns, including: 1. On April 12, 2023, the Company entered into the Virage MTA Amendment, which extended the due date for the payment obligations to Virage to September 30, 2024. See summary in Note 19, Subsequent Events . 2. On April 12, 2023, the Company entered into an amended and restated promissory note with Nomura, which extended the due date to September 30, 2024. See summary in Note 19, Subsequent Events . 3. On March 29, 2023, the Company entered into the Working Capital Credit Agreement consisting of commitments to fund up to $ 48 million in proceeds. See summary in Note 19, Subsequent Events . 4. Given the uncertainty with regard to the timing and amount of claims recovery income, management implemented a reduction of operating costs in 2023 through the reduction or elimination of certain controllable expenses particularly within the budgeted costs to expand and develop new solutions through LifeWallet platform, advertising expenses and non-contingent legal fees. The Company anticipates that the reductions would contribute approximately $ 21.5 M in savings to operating expenses over the next twelve months. The Company has concluded that such actions alleviate the substantial doubt about the Company's ability to continue as a going concern beyond one year from the date these financial statements are issued. Note 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation Basis of presentation These statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with GAAP. In the opinion of management, the consolidated financial statements (the “Financial Statements”) reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the periods presented herein. Prior to the Business Combination, the consolidated interim financial statements reflect Legacy MSP. All intercompany transactions and balances are eliminated from the consolidated financial statements. Principles of consolidation The Company consolidates all entities that it controls through a majority voting interest or otherwise and the accompanying consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries and these entities for which the Company has a controlling interest in. The Company also consolidates all entities that it controls as the primary beneficiary of a variable interest entity (“VIE”). Under the VIE model, management first assesses whether the Company has a variable interest in an entity, which would include an equity interest. If the Company has a variable interest in an entity, management further assesses whether that entity is a VIE, and if so, whether the Company is the primary beneficiary under the VIE model. Generally, entities that are organized similar to a limited partnership, in which a general partner (or managing member) make the most relevant decisions that affect the entity’s economic performance, are considered to be VIEs which would require consolidation, unless the limited partners have substantive kickout or participating rights. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. Under the VIE model, an entity is deemed to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE at the time it 74 Table of Contents becomes involved with a VIE and reconsiders that conclusion at each reporting date. This analysis includes an evaluation of the Company’s control rights, as well as the economic interests that the Company holds in the VIE, including indirectly through related parties. As a result of the Business Combination, the Company consolidates MSP Recovery, LLC under the VIE model. Estimates and Assumptions The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company’s estimates. Estimates are periodically reviewed considering changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these consolidated financial statements include but are not limited to Claims recovery income and Claims recovery service income recognition, recoverability of long-lived assets and cost of Claims recoveries. Segments Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker (“CODM”). The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. In addition, all of the Company's revenues and long-lived assets are attributable primarily to operations in the United States and Puerto Rico for all periods presented. Concentration of credit risk and Off-Balance Sheet Risk Cash and cash equivalents and affiliate receivable are financial instruments that are potentially subject to concentrations of credit risk. See Note 14, Related Party , fo r disclosure of affiliate receivables. The Company’s cash and cash equivalents and restricted cash are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no other financial instruments with off-balance-sheet risk of loss. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted Cash consists of cash held in escrow related to the Prepaid Forward Agreement with CF. See Note 17, Derivative Liability , for more info rmation on the Prepaid Forward Agreement. Fair Value Measurements The Company applies the provisions of Accounting Standards Codification ("ASC") 820, Fair Value Measurements , for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company also applied the provisions of the subtopic to fair value measurements of non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. The subtopic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The subtopic also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the Company to categorize certain assets and liabilities into three levels, based upon the assumptions used to price those assets or liabilities. The three levels are defined as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, for Level 2 and Level 3 inputs considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows. As of December 31, 2022 and December 31, 2021 , the Company did no t hold any Level 2 or Level 3 assets or liabilities. 75 Table of Contents Cash and cash equivalents and restricted cash are stated at cost, which approximates their fair value. The carrying amounts reported in the balance sheets for affiliate receivable, accounts payable, affiliate payable and accrued liabilities approximate fair value, due to their short-term maturities. Outstanding borrowings that qualify as financial instruments are carried at cost, which approximates their fair value as of December 31, 2022 and December 31, 2021 . Equity Method Investments Equity investments that are not consolidated, but over which the Company exercises significant influence, are accounted for in accordance with ASC 323, “Investments—Equity Method and Joint Ventures” (“ASC 323”). Wh ether or not the Company exercises significant influence with respect to an investee company depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level. An entity is presumptively assumed to have significant influence in a corporation when it holds 20 % or more of the voting stock of the investee company, or at a lower level (e.g., 3 % to 5 %) for entities that track separate members capital accounts. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s consolidated balance sheets and statements of operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the caption “Other income” in the consolidated statements of operations. The Company’s carrying value in equity method investee companies is not reflected in the Company’s consolidated balance sheets as of December 31, 2022 or December 31, 2021 as the carryin g value is zero . When the Company’s carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company has guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Property, Plant and Equipment Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Major expenditures for property and equipment and those that substantially increase useful lives are capitalized. When assets are sold or otherwise disposed of, costs and related accumulated depreciation are removed from the financial statements and any resulting gains or losses are included in general and administrative expenses within our consolidated statements of operations. The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Office and Computer Equipment 3 years Furniture and Fixtures 3 years Leasehold Improvements Lesser of lease term or estimated life Internal Use Software Internal-use software development costs incurred in the preliminary project stage are expensed as incurred; costs incurred in the application and development stage, which meet the capitalization criteria, are capitalized and amortized on a straight-line basis over the estimated useful life of the asset and costs incurred in the post-implementation/operations stage are expensed as incurred. The estimated useful life for development costs capitalized as of December 31, 2022 and 2021 is five years . Further, internal and external costs incurred in connection with upgrades or enhancements are also evaluated for capitalization. If the software upgrade results in an additional functionality, costs are capitalized; if the upgrade only extends the useful life, it is expensed as occurred. Intangible assets In certain of its CCRAs, the Company makes upfront payments to acquire Claims recovery rights from secondary payers, such as health plans, managed service organizations, providers or medical services and independent physicians' associations. The Company recognizes intangible assets for costs incurred up front to acquire Claims recovery rights from various assignors. The Company amortizes capitalized costs associated with CCRAs over 8 years, based on the typical expected timing to pursue recovery through litigation, including through potential appeals. As part of the Business Combination, the Company acquired rights to Claims recovery cash flows. As a result of this purchase and the guarantee obligation as noted in Note 10, Variable Interest Entities , the Company consolidated the entity which holds these Claim rights. Upon consolidation, these Claims rights were accounted for under ASC 350 similar to other CCRAs the Company holds. As such these assets are held at cost, net of amortization. The Company evaluates these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset group are less than the carrying value, a write-down would be recorded to reduce the related asset group to its estimated fair value. There were no impairment indicators in the years ended December 31, 2022, 2021 and 2020. 76 Table of Contents Leases Leases entered into by the Company, in which substantially all the benefits and risk of ownership are transferred to the Company, are recorded as obligations under leases. Leases that meet one of the finance lease criteria are classified as finance leases, while all others are classified as operating leases. The Company determines if an arrangement is a lease at inception and has made an accounting policy election not to recognize right of use assets and lease liabilities that arise from short term lease as defined as leases with initial terms not in excess of 12 months. As of December 31, 2022, the Company did not have any leases in excess of 12 months. See Note 8, Short Term Leases , for more information. Non-controlling Interests As part of the Business Combination and described in Note 1, Description of Business , the Company became the managing member of MSP Recovery, LLC, which is consolidated as the Company controls the operating decisions of MSP Recovery, LLC. The non-controlling interest relates to the Up-C Units that are convertible into Class A Common Stock of the Company at the discretion of the holder of the Up-C Unit. The Up-C Unit holders retained approximately 99.76 % of the economic ownership percentage of the Company as of the Closing Date. The non-controlling interest is classified as permanent equity within the consolidated balance sheet of the Company. As of December 31, 2022, based on the Class A common stock issuances during the period, the non-controlling interest of Class V shareholders w as 97.70 %. Changes in the Company’s ownership interest in MSP Recovery, LLC, due to Class V shareholders converting their shares to Class A, are accounted for as equity transactions. Each issuance of the Company's Class A Common Stock requires a corresponding issuance of MSP Recovery, LLC units to the Company. The issuance would result in a change in ownership and would reduce the balance of non-controlling interest and increase the balance of additional paid-in capital. Impairment of Long-Lived Assets The Company evaluates long-lived assets, such as property and equipment, including capitalized software costs, and finite-lived intangibles such as Claims recovery rights, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset group are less than the carrying value, a write-down would be recorded to reduce the related asset group to its estimated fair val ue. There were no impairment indicators in the year ended December 31, 2022, 2021 and 2020. Claims Recover y The Company’s primary income-producing activities are associated with the pursuit and recovery of proceeds related to Claims recovery rights that the Company obtains through CCRAs, in which it becomes the owner of those rights. As a result, such income is not generated from the transfer of control of goods or services to customers, but from the proceeds realized from perfection of Claims recoveries from rights the Company holds outright. The Company also generates revenue by providing Claims recovery services to other entities outside of the Company. Claims recovery income The Company recognizes Claims recovery income based on a gain contingency model – that is, when the amounts are reasonably certain of collection. This typically occurs upon reaching a binding settlement or arbitration with the counterparty or when the legal proceedings, including any appellate process, are resolved. In some cases, the Company owes an additional payment to the original assignor in connection with the realized value of the recovery right. Claims recovery income is recognized on a gross basis, as the Company is entitled to the full value of recovery proceeds, and makes a payment to the original assignor similar to a royalty arrangement. Such payments to prior owners are recognized as cost of Claims recovery in the same period the Claims recovery income is recognized. When the Company becomes entitled to recovery proceeds from the settlement of a Claim recovery pursuit or proceeding, it recognizes the amount in accounts receivable. Claims recovery service income, ASC 606, Revenue from Contracts with Customers The guidance under ASC 606, Revenue from Contracts with Customers, provides that an entity should apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The Company derives revenues from contracts with customers primarily from Claims recovery services arrangements (“Claims recovery services”). Claims recovery services include services to related parties or third parties to assist those entities with pursuit of Claims recovery rights. The Company has determined it has a single performance obligation for the series of daily activities that comprise Claims recovery services, which are recognized over time using a time-based progress measure and are typically based on (1) budgeted expenses for the current month with an adjustment for the variance between budget and actual expenses from the prior month or (2) on 77 Table of Contents a contingent basis dependent on actual settlements or resolved litigation. Amounts estimated and recognized, but not yet fully settled or resolved as part of litigation are recognized as contract assets. There were no contract assets on December 31, 2022 or December 31, 2021, as amounts associated with unresolved litigation were fully constrained. Claims recovery services are generally paid in advance on a monthly basis. The Company did not recognize any material revenue for the year ended December 31, 2022 and 2021 for performance obligations that were fully satisfied in previous periods. For the year ended December 31, 2022 and 2021, the majority of the Company’s Claims recovery service income was related to a servicing agreement with VRM MSP, which was entered into on March 27, 2018. As part of the Business Combination, the Company acquired rights to cash flows in the assets, after certain required returns to VRM MSP, that had been part of the servicing agreement. As part of this acquisition, the Company no longer receives service income from this agreement and consolidates the entity in which the Company acquired rights to cash flow in the assets as outlined in Note 4, Asset Acquisitions . For the year ended December 31, 2022, the Company also recogni zed $ 5.0 million of servicing income related to a specific contract where the performance obligations were completed during the year. The Company does not have material unfulfilled performance obligation balances for contracts with an original length greater than one year in any years presented. Additionally, the Company does not have material costs related to obtaining a Claims recovery service contract with amortization periods greater than one year for any period presented. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: • Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. • Election to present revenue net of sales taxes and other similar taxes, if any. • Practical expedient not requiring the entity to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Transfers of Claims Cost Recovery Rights to Others In some cases, the Company has entered into arrangements to transfer CCRAs or rights to proceeds from CCRAs to other parties. The Company evaluates whether such transfers are sales of nonfinancial assets, sales of future revenues treated as debt, in-kind contributions to equity method investees, or other types of arrangements. When they are treated as sales of nonfinancial assets, the Company recognizes a gain on the sale when control transfers to the counterparty based on the difference between the fair value of consideration (including cash) received and the recognized carrying value of the CCRAs. In some cases, such sales include variable consideration in the form of payments that will be made only upon achievement of certain recoveries or based on a percentage of actual recoveries. The Company estimates and constrains the amounts that will ultimately be realized based on these variable payment terms and includes those amounts in the determination of gain or loss; the gain or loss is subsequently updated based on changes in those estimates. In other cases, such transfers are considered to be sales of future revenue that are debt-like in nature. These arrangements are recognized as debt based on the proceeds received, and are imputed an interest rate based on the expected timing and amount of payments to achieve contractual hurdles. These are subject to revisions of estimates of that timing and amount based on the contractual provisions and the Company’s assumptions from changes in facts and circumstances. Such changes are reflected through revision of the imputed interest rate on a cumulative catch-up basis. Cost of Claims Recoveries Costs of Claims recoveries consist of all directly attributable costs specifically associated with Claims processing activities, including contingent payments to assignors (i.e., settlement expenses). Claims amortization expense Claims amortization expense includes amortization of CCRAs acquired as part of the business combination, shown as Intangibles, net in the consolidated balance sheets, and CCRA intangible assets for which the Company made upfront payments for Claims recovery rights. For further details on CCRAs see Note 7, Intangible Assets, Net . Income Taxes Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. As a result of the Business Combination, the Company became the sole 78 Table of Contents managing member of MSP Recovery, LLC, which is treated as a partnership for U.S. federal, state and local income tax purposes. As a partnership, MSP Recovery, LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by MSP Recovery, LLC is passed through to and included in the taxable income or loss of its partners, including MSP Recovery, Inc. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to the Company’s allocable share of income of MSP Recovery, LLC. The Company's deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and the Company's tax basis. The balances are stated at the tax rates in effect when the temporary differences are expected to be recovered or settled. The Company reviewed the anticipated future realization of the tax benefit of the Company's existing deferred tax assets and concluded that it is more likely than not that all of the deferred tax assets will not be realized in the future. Comprehensive Income (Loss) The Company has no components of other comprehensive income (loss). As such, net loss equates to comprehensive income (loss) for all periods presented in this report. Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted In February 2016, the FASB issued ASU 2016-02, Leases , to increase transparency and comparability among organizations by recognizing right of use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10 , Codification Improvements to ASC 2016-02 , Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases: Targeted Improvements , which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Furthermore, in March 2020, ASU 2020-03, Codification Improvements to Financial Instruments, Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Additionally, on June 3, 2020, the FASB deferred by one year the effective date of the new leases standard for private companies, private not-for-profits and public not-for-profits that have not yet issued (or made available for issuance) financial statements reflecting the new standard. Furthermore, in June 2020, ASU 2020-05, Revenue from Contracts with Customers and Leases , was issued to defer effective dates of adoption of the new leasing standard for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted this guidance utilizing the cumulative catch-up method with an effective date of January 1, 2022 and it had no material impact on our consolidated financial statements. The Company has made an accounting policy election to not to recognize right of use assets and lease liabilities that arise from short term lease as defined as leases with initial terms not in excess of 12 months. As of December 31, 2022, the Company did not have any leases in excess of 12 months. See Note 8, Short Term Leases , for more information. ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and it had no material impact on our consolidated financial statements. ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The amendments in this Update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This standard is effective for all entities as of March 12, 2020 through December 31, 2022. Early adoption is permitted. The Company adopted this guidance on January 1, 2022 and it had no material impact on our consolidated financial statements. ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . On August 5, 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The amendments simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted. The Company adopted this guidance on January 1, 2022 and it had no material impact on our consolidated financial statements. ASU 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . On June 30, 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of 79 Table of Contents Equity Securities Subject to Contractual Sale Restrictions . The amendment clarifies that contractual sale restrictions should not be considered when measuring the equity security's fair value and prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024 . Early adoption is permitted. The Company adopted this guidance in June 2022 , which resulted in the Company recognizing the assets acquired as part of the Business Combination at values that were not discounted for contractual sale restrictions, which had a material impact on the Company's consolidated financial statements in relation to the asset acquisitions as noted in Note 4, Asset Acquisitions . New Accounting Pronouncements Issued but Not Yet Adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses . In 2016 and subsequently, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments including subsequent amendments to the initial guidance : ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825. Financial Instruments, ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief, ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . ASU 326, and ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures and related amendments require credit losses on financial instruments measured at amortized cost basis to be presented at the net amount expected to be collected, replacing the current incurred loss approach with an expected loss methodology that is referred to as CECL. This ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. While the Company does not anticipate the implementation would have a material effect on the Company’s consolidated operating results, cash flows, financial condition and related disclosures, the Company is currently evaluating the effect that implementation of this standard will have. Note 3. BUSINESS COMBINATION On May 23, 2022, MSP Recovery, Inc. consummated the Business Combination pursuant to the MIPA as noted in Note 1. As a result of the closing of the Business Combination (the “Closing”), the Company is organized in an “Up-C” structure in which all of the business of Legacy MSP and its subsidiaries is held directly or indirectly by the Company, the Company is the managing member, consolidates Legacy MSP and the Company owns all of the voting economic Class A Units and the Members and their designees own all of the non-voting economic Class B Units in accordance with the terms of the first amended and restated limited liability company agreement of the Company. Each Up-C Unit may be exchanged for either, at the Company’s option, (a) cash or (b) one share of Class A common stock, par value $ 0.0001 , of the Company (“Class A Common Stock”), subject to the provisions set forth in the LLC Agreement. The aggregate consideration paid to the Members (or their designees) at the Closing consisted of (i) 3,250,000,000 Units and (ii) rights to receive payments under the Tax Receivable Agreement ("TRA"). Of the 3,250,000,000 Units, 3,154,473,292 Units were issued in connection with the Closing and 95,526,708 Units were designated to the Company and Opco for cancellation (“Canceled Units”). Since the Closing, the Company has issued 50,022,000 Up-C Units to certain designated persons and intends to further issue shares of Class A Common Stock in respect of transaction-related bonuses or certain other designated persons, which together with the 50,022,000 Up-C Units would be equivalent in number to the Canceled Units. In connection with the Closing, the Company changed its name from “Lionheart Acquisition Corporation II” to “MSP Recovery, Inc.” The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company is treated as the acquirer for financial statement reporting purposes. The reverse recapitalization was treated as the equivalent of Legacy MSP issuing stock for the net assets of LCAP, accompanied by a recapitalization. The net assets of LCAP are stated at historical cost, with no goodwill or other intangible assets recorded. The Company received net proceeds in the business combination tr ansaction of approximately $ 23.4 million, which includes the restricted cash received as part of FEF shares as defined in Note 17, Derivative Liability . The Company incurred direct and incremental costs of approximately $ 79.2 million relat ed to the Business Combination, which consisted primarily of investment banking, legal, accounting and other professional fees. These transaction-related costs were recorded as a reduction of additional paid-in capital in the consolidated balance sheets. Warrants As part of the business combination transaction, the Company assumed the liability related to the LCAP public warrants ("Public Warrants") of $ 12.5 million. Pursuant to the terms of the Existing Warrant Agreement, and after giving effect to the issuance of the New Warrants, as defined below, the exercise price of the Public Warrants decreased to $ 0.0001 per share of Class A Common Stock. During the period from the Closing Date to December 31, 2022, approximately 8.5 million warrants of the orig inal 11.8 million warrants had been exercised. For the year ended December 31, 2022, the fair value of the warrants increased resulting in other expense of $ 2.9 million. F ollowing anti-dilution adjustments made in connection with the Business Combination, the Public Warrants have an exercise price of $ 0.0001 per share, which have become exercisable as of 10 days after closing of the Business Combination, on a cashless basis. 80 Table of Contents Additionally, in connection with the Business Combination, the Company declared the New Warrant Dividend comprising approximately 1,028 million New Warrants payable to the holders of record of the Class A Common Stock as of the close of business on the Closing Date, after giving effect to the waiver of the right, title and intere st in, to or under, participation in any such dividend by the Members, on behalf of themselves and any of their designees. The New Warrants will be exercisable 30 days following the Closing Date until their expiration date, which will be the fifth anniversary of the Closing Date or earlier redemption. The record date for the determination of the holders of record of the outstanding shares of Class A Common Stock entitled to receive the New Warrant Dividend was the close of business on the Closing Date. Pursuant to the terms of the LLC Agreement, at least twice a month, to the extent any New Warrants have been exercised in accordance with their terms, the Company is required to purchase from the MSP Principals, proportionately, the number of Up-C Units or shares of Class A Common Stock owned by such MSP Principal equal to the Aggregate Exercise Price divided by the Warrant Exercise Price in exchange for the Aggregate Exercise Price. The Company determined that the New Warrants instruments meet the equity scope excepti on in ASC 815 to be classified in stockholders’ equity, and as the repurchase right noted above has a mirrored value designed to offset the New Warrants, if exercised would be an equity only transaction. The New Warrants are each exercisable for one share of Class A Common Stock at an exercise price of $ 11.50 per share and will be subject to certain anti-dilution adjustments and become exercisable 30 days following the Closing, expiring five years from the date of Closing. Public Warrants and New Warrants are currently listed on Nasdaq under the symbols “LIFWZ” and “LIFWW”, respectively. Tax Receivable Agreement In connection with the Business Combination, the Company also entered into a TRA. Pursuant to the TRA, the Company is required to pay the sellers 85 % of the amount of tax benefits that the Company actually realizes as a result of (i) the Company’s direct and indirect allocable share of existing tax basis acquired in the Business Combination, (ii) increases in the Company’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of the Company as a result of the Business Combination and as a result of sales or exchanges of Up-C Units for cash or shares of Class A Common Stock, and (iii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. During the year ended December 31, 2022, the Company’s TRA liability associated with the allocable share of existing tax basis acquired in the Business Combination would give rise to a TRA liability of $ 2.5 million. Furthermore, during the year ended December 31, 2022, 6,493,798 of Class V units were exchanged for Class A common stock of the Company, which will result in an increase in its share of the tax basis in the net assets of MSP Recovery, LLC; these exchanges will not give rise to a TRA liability due to the Company not receiving a tax basis adjustment that increased the tax basis of the tangible and intangible assets as a result of a limitation on the partnership tax allocations of built-in gains and losses. The Company has assessed the realizability of the net deferred tax assets and, in that analysis, has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets as of December 31, 2022, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. As the tax benefits associated with the TRA have not be recognized, based on estimates of future taxable income, the Company has concluded it is not probable to recognize any tax receivable agreement liability. If the valuation allowance recorded against the deferred tax assets is released in a future period, the Tax Receivable Agreement liability may be considered probable at that time and recorded within earnings. Non-Controlling interest As a result of the Business Combination, the Company reflects non-controlling interests due to the Up-C structure. The Company holds all of the voting Class A Units of Opco, whereas the Members (or their designees) hold all of the non-voting economic Class B Units of Opco (these Class B Units represent the non-controlling interest in the Company). The ownership percentage of Class V Common Stock held in the Company by the Members (or their designees) will be equivalent to the number of Class B Units held in the Company, and as such, reflects non-controlling interest in the Company, which is equivalent to the Class V Common Stock ownership percentage. See Note 12, Noncontrolling Interest , for more information on ownership interests in the Company. Nomura Promissory Note On May 27, 2022, the Company issued an unsecured promissory note to Nomura in a principal amount of approximately $ 24.5 million related to advisory fees and deferred underwriting fees and expenses that became due and payable by the Company to Nomura, in connection with the consummation of the Business Combination. On April 12, 2023, the Company amended the promissory note, increasing the principal amount to approximately $ 26.2 million and extending the maturity date of the promissory note to September 30, 2024 . The amended note carries an interest rate of 16 % per annum and is payable in kind or in cash, at the Company's discretion, every 30 calendar days after April 12, 2023. Upon two days prior written notice to Nomura, the Company may prepay all or any portion of the then outstanding principal amount under the promissory note together with all accrued and unpaid interest thereon . The balance of the unsecured promissory note and related interest are included within Claims financing obligations and notes payable in the consolidated balance sheet. 81 Table of Contents Note 4. ASSET ACQUISITIONS On May 23, 2022 as part of the closing of th e Business Combination, the Company acquired assets through the issuance of Up-C units. In exchange for approximately 196.6 million Up-C units, the Company acquired CCRAs previously held by Series MRCS, an affiliate of MSP. The CCRAs are included as I ntangible Assets, net in the consolidated balance sheet. The CCRAs are held at cost, which was determined using the opening market price of the Company's Class A shares as of the day subsequent to the Closing Date discounted by 4.5 % for lack of marketability due to timing before shares are sellable. The Company determined the appropriate measurement date was the opening of the first trading day of the Class A shares after the Closing Date as this reflects the equivalent value of the Up-C units provided to the sellers. The Up-C units provided to the sellers did not include New Warrants and as such the Class A shares value excluding the New Warrants was reflected at the Close of the first trading day after the Closing Date. The CCRAs are treated as finite life intangible a ssets similar to other CCRAs that the Company has acquired and have a useful life of 8 years. For further details on this CCRA acquisition, see Note 7, Intangible Assets, Net . On May 23, 2022 as part of the closing of the Business Combination, the Company acquired assets through the issuance of Up-C units. In exchange for approximately 356.8 million Up-C units, the Company acquired the rights to receive the distributable net proceeds (the "Proceeds") of a portfolio of Claims owned by VRM MSP, a Delaware limited liability company and joint investment vehicle of VRM and Series MRCS. Under this asset acquisition structure, the Company determined that the arrangements to acquire the rights to proceeds from certain Claims recovery rights along with the guarantee of the VRM Full Return (noted and defined below) result in the Company consolidating the Series. Upon consolidation, the Company included the value of the Up-C units provided and the value of the guarantee as Intangible Assets, net in the consolidated balance sheet. These are held at cost and treated as finite life intangible assets similar to other CCRAs that the Company has acquired and have a useful life of 8 years. In connection with such transaction the Company agreed to pay Virage an amount equal to the contributions by Virage to VRM MSP plus an annual rate of return of 20 % (the "VRM Full Return"). Pursuant to the terms of the agreement with Virage, such amount is payable exclusively by any of the following means (or any combination thereof): (a) the Proceeds, (b) a sale of certain reserved shares of Messrs. John Ruiz and Frank Quesada, and the delivery of the resulting net cash proceeds thereof to VRM, or (c) a sale of shares by the Company and delivery of the net cash proceeds thereof to VRM. The amount of the VRM Full Return was $ 787.9 million as of December 31, 2022. Upon payment of the VRM Full Return, VRM and Series MRCS would assign and transfer to the Company their respective rights to receive all Proceeds. As the Company incurred debt related to the VRM Full Return as included in the guarantee obligation within the consolidated balance sheet, this value was included in the purchase price and is included in Intangible Assets, net, in the consolidated balance sheet for the full value of the VRM Full Return at the acquisition date. Any subsequent interest accrual is reflected within interest expense in the consolidated statement of operations. Separately, the VRM Full Return was guaranteed by Messrs. John Ruiz and Frank Quesada for any remaining required payment of the VRM Full Return as of May 23, 2023. On April 12, 2023, the Company entered into an amendment (the "Virage MTA Amendment") to the agreement with Virage pursuant to which the payment date for the VRM Full Return was extended from May 23, 2023 until September 30, 2024, subject to acceleration upon certain triggering events. See Note 19, Subsequent Events . Note 5. INVESTMENT IN EQUITY METHOD INVESTEES The Company holds three investments which are accounted for using the equity method : MAO-MSO Recovery II LLC Series PMPI (“Series PMPI”), MAO-MSO Recovery LLC and MAO-MSO Recovery II LLC (both collectively the “MAO-MSO entities”). Series PMPI is a series of MAO-MSO Recovery II LLC. The Company exercises significant influence over the operating and financial activities of Series PMPI, but does not exercise control of the entity. In accordance with Series PMPI’s operating agreement, the controlling member is entitled to a preferred return of 20 % per annum (the “Preferred Return”). Once the Preferred Return has been met, the controlling member is entitled to 50 % of Claim s recoveries by PMPI. The noncontrolling member is allocated 100 % of the costs of PMPI. Since the Preferred Return exceeds the total members’ equity of PMPI as of both December 31, 2022 and December 31, 2021, the value of the equity method investment in the consolidated balance sheet is $ 0 . The MAO-MSO entities are Delaware limited liability companies formed as master series entities whose central operations are to form other series legal entities that will hold and pursue Claims recovery rights. The MAO-MSO entities are not designed to hold or pursue Claims recoveries themselves. The Company holds a 50 % economic interest in both entities, and has significant influence through its equity investment, but does not control either entity. As equity method investments, the Company recognizes its proportionate share of net earnings or losses as equity earnings in Other income. The activity of these entities has been insignificant for the years ended December 31, 2022, 2021 and 2020. Since the Company did not make a contribution to the MAO-MSO entities and the entities have recorded losses, the value of the equity method investment in the consolidated balance sheets is $ 0 as of both December 31, 2022 and December 31, 2021. 82 Table of Contents Summary financial information for equity accounted investees, not adjusted for the percentage ownership of the Company is as follows: For the year ended, Series PMPI (in thousands) December 31, 2022 December 31, 2021 December 31, 2020 Revenue 22 1 34 Amortization 2,000 2,000 2,000 Other expenses 8 - 20 Profit (Loss) ( 1,986 ) ( 1,999 ) ( 1,986 ) Series PMPI (in thousands) December 31, 2022 December 31, 2021 Total Assets $ 3,341 5,390 Total Liabilities $ 274 266 Note 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consist of the following: December 31, December 31, (In thousands) 2022 2021 Office and computer equipment $ 430 $ 356 Leasehold improvements 113 113 Internally developed software 4,050 1,020 Other software 68 66 Property, plant and equipment, gross $ 4,661 $ 1,555 Less: accumulated depreciation and amortization of software ( 1,229 ) ( 805 ) Property, plant and equipment, net $ 3,432 $ 750 For the years ended December 31, 2022, 2021 and 2020, depreciation expense and amortization expense was $ 424 thousand , $ 343 thousand and $ 235 thousand, respectively. Note 7. INTANGIBLE ASSETS, NET During the year ended December 31, 2022, the Company acquired CCRAs held by Series MRCS and consolidated CCRAs held by the Series. The as sets were acquired through the issuance of equity as part of the Business Combination. The assets are held at cost and treated as a finite intangible asset with a useful life of 8 years. Intangible assets, net consists of the following: (in thousands) December 31, 2022 December 31, 2021 Intangible assets, gross $ 3,630,823 $ 84,955 Accumulated amortization ( 267,667 ) ( 737 ) Net $ 3,363,156 $ 84,218 During the year ended December 31, 2022, in addition to the CCRAs acquired as part of the Business Combination the Company purchased $ 64.8 million of CCRAs included in Intangible assets, net, of which $ 2.7 million was paid in cash, $ 11.0 million was paid through Class A Common Stock issuance and $ 51.2 million is recorded within Other Current Liabilities in the consolidated balance sheet as of December 31, 2022 and will be paid through the issuance of Class A Common Stock. The payment is due in the second quarter of 2023. For the CCRAs acquired through equity issuance, the Company is required to provide additional shares or cash if the value of the shares provided is not equal to $ 10.0 million or greater within 1 year of issuance. As such, the Company recorded a liability of $ 8.7 million within Other current liabilities in the consolidate balance sheet for the difference between $ 10.0 million and the fa ir value of the shares as of December 31, 2022. For the years ended December 31, 2022, 2021 and 2020, Claims amortization expense was $ 266.9 million , $ 164 thousand , and $ 125 thousand, respectively. Future amortization for CCRAs is expected to be as follows: (in thousands) CCRAs Amortization 2023 $ 453,853 2024 453,853 2025 453,780 2026 453,728 2027 453,728 Thereafter 1,094,214 Total $ 3,363,156 83 Table of Contents Note 8. SHORT TERM LEASES The Company leases office space under a non-cancellable operating lease expiring November 2023 . In addition, the Company rents an office space from the Law Firm, which is on a month-to-month basis and therefore is not included in the future minimum lease payme nts below. Rent expense for the years ended December 31, 2022, 2021 and 2020 was $ 0.8 million , $ 0.8 million and $ 1.5 million , respectively. With the adoption of ASC 842 as noted in Note 2, Basis of Presentation and Summary of Significant Accounting Policies , the Company has made an accounting policy election to capitalize leases with initial terms in excess of 12 months. As of December 31, 2022 , the Company did no t have any leases in excess of 12 months. The future minimum lease payments under non-cancellable operating leases as of December 31, 2022 for the next five years and thereafter are as follows: (In thousands) Lease Payments Year Ending December 31, 2023 (1) $ 217 Total $ 217 (1) Operating lease expires before or during the year ending December 31, 2023. Note 9. INCOME TAX The Company holds an economic interest in MSP Recovery, LLC and consolidates its financial position and results. The remaining ownership of MSP Recovery, LLC not held by the Company is considered a noncontrolling interest. MSP Recovery, LLC is treated as a partnership for income tax reporting and its members, including the Company, are liable for federal, state, and local income taxes based on their share of the LLC’s taxable income. There was no provision for income tax for the years ended December 31, 2022, 2021, and 2020. A reconciliation of the United States statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2022, 2021, and 2020 is as follows for the years indicated: December 31, 2022 December 31, 2021 December 31, 2020 Federal Statutory rate 21.00 % 21 % 21 % Noncontrolling interests/effect of pass-through entities - 20.70 % - 21 % - 21 % Valuation allowance - 0.40 % 0 % 0 % Other 0.10 % 0 % 0 % Effective Income tax rate 0.00 % 0 % 0 % Details of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows for the years indicated: December 31, 2022 December 31, 2021 Deferred tax assets Net operating loss carryforward $ 423 53 Investment in MSP Recovery, LLC 38,263 - Start-up Costs 917 804 Transaction Costs 3,224 - Total deferred tax assets 42,827 857 Valuation Allowance - 42,827 - 857 Total Deferred tax assets (liability) $ - - The Company has a deferred tax asset for the difference between the financial reporting and the tax basis of its investment in MSP Recovery, LLC. The deferred tax asset above does not consider the iterative impact of the TRA liability as the entire liability has not been recorded as of December 31, 2022. As of December 31, 2022 and 2021, the Company had $ 3,854,829 and $ 446,481 of U.S. gross federal and state net operating loss carryovers available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of December 31, 2022 and 2021, the Company has no t recorded any unrecognized tax benefits. The Company files income tax returns in the U.S. federal jurisdiction and Florida which remain open and subject to examination by the various taxing authorities. As of December 31, 2022, the Company’s federal and state and local income tax years 2019 through 2022 remain open and are subject to examination. 84 Table of Contents Note 10. VARIABLE INTEREST ENTITIES Investments in consolidated Variable Interest Entities The Company evaluates its ownership, contractual, and other interests in entities to determine if they are VIEs, if the Company has a variable interest in those entities, and the nature and extent of those interests. These evaluations are highly complex and involve management judgment and the use of estimates and assumptions based on available historical information, among other factors. Based on its evaluations, if the Company determines it is the primary beneficiary of such VIEs, it consolidates such entities into its financial statements. VIEs information below is presented on aggregate basis based on similar risk and reward characteristics and MSP’s involvement with the VIEs. The Company includes a number of entities that are determined to be VIEs and for which the common control group can direct the use of the entities’ assets and resources for other purposes. The Company consolidates VIEs in which one of the combined entities is the primary beneficiary. The assets of the consolidated VIEs may only be used to settle obligations of these VIEs and to settle any investors’ ownership liquidation requests. There is no recourse to MSP for the consolidated VIEs’ liabilities. The assets of the consolidated VIEs are not available to MSP’s creditors. Total assets and liabilities included in its consolidated balance sheets for these VIEs were $ 2.3 billion and $ 0.4 million, re spectively, at December 31, 2022 and $ 9.7 million and $ 122.7 million, respectively, at December 31, 2021 . The assets at December 31, 2022 include the Intangible Assets, net included in the Series of $ 2.3 billion. Investments in unconsolidated Variable Interest Entities The Company is involved with VIEs in which it has investments in equity but does not consolidate because it does not have the power to direct the activities that most significantly impact their economic performance and thus is not considered the primary beneficiary of the entities. Those VIEs are reflected as equity method investments. Total assets and liabilities for these VIEs were $ 3.4 million and $ 0.3 million , respectively, at December 31, 2022 and $ 5.4 million and $ 0.3 million , respectively, at December 31, 2021. Generally, MSP's exposure is limited to its investment in those VIEs (see Note 5, Investment in Equity Method Investees ). For MAO-MSO Recovery II, LLC and Series PMPI, MSP may be exposed to providing additional recovery services at its own cost if recovery proceeds allocated to it are insufficient to recover the costs of those services. MSP does n ot have any other exposures or any obligation to provide additional funding. Note 11. CLAIMS FINANCING OBLIGATIONS AND NOTES PAYABLE During the year ended December 31, 2022, the Company finalized an Amendment to Claim Proceeds Investment Agreement and a Warrant Agreement with Brickell Key Investments LP (the "Holder"), pursuant to which the parties have agreed to amend the original Claims Proceeds Investment Agreement ("CPIA") and required payment terms. The Amendment and Warrant Agreement were executed effective September 30, 2022. Pursuant to the agreements, the Company grants to the Holder the right to purchase Class A common shares in the Company (the "Class A Shares") in accordance with the terms and conditions of the Agreement. The maximum amount of Class A Shares that the Holder may purchase from the Company is 66,666,666 (the “Amount”) for a purchase price equal to $ 6,666.67 ($ 0.0001 per Class A Share) and is payable in cash. This Warrant (the “Warrant”) will expire at 5:00 p.m. (Eastern Time), on September 30, 2027 and may be exercised in whole or in part by Holder at any time prior to such date. The Holder can only sell a maximum of 15 % per month of the Class A Shares obtained through the Warrant. In exchange for the Company issuing the Warrant, the amounts owed to the Holder pursuant to CPIA are amended to equal $ 80 million. The Holder has the right to receive the $ 80 million owed through proceeds as outlined in the CPIA, cash paid by the Company or monetization of the Warrant (through the sale of the Warrant or sale of the underlying Class A Shares). If the Holder monetizes the Warrant, the amount owed will be reduced at a measure of $ 1.20 per Class A Share. In connection with the Amendment and Warrant Agreement, the Holder also executed a Stock Pledge Agreement (the "Pledge Agreement") with MSP Founders, John H. Ruiz and Frank Quesada (the "Founders"). As part of the agreement, the Founders agreed to pledge 50 million shares to secure payment of the original principal amount of the CPIA. If the Holder were to receive amounts in excess of $ 80 million, the Founders would receive interest of 10 % on the original principal amount of the CPIA. In addition, the Pledge Agreement provides the right to repurchase the Warrant from the Holder on or before June 30, 2023. The Founders entered into an agreement with the Company where this repurchase right has been assigned to the Company (the "Side Agreement"). The Pledge Agreement and Side Agreement were executed effective September 30, 2022. As the Company has, at its option, the ability to pay its obligation through cash proceeds or through monetization of the Warrants, the amount owed as of December 31, 2022 was included as Claims financing obligation and notes payable on the consolidated balance sheet. Also, the liability related to the remaining amounts due was recorded as $ 80 million as of December 31, 2022 as the Company, at its option, has the ability to repurchase the Warrants for $ 80 million on or before June 30, 2023. The resulting gain on debt extinguishment from the amendment was $ 63.4 million and was recorded in Other income (expense), net within the consolidated statement of operations for the year ended December 31, 2022. 85 Table of Contents Based on Claims financing obligations and notes payable agreements, as of December 31, 2022 and December 31, 2021, the present value of amounts owed under these obligations were $ 201.3 million and $ 201.4 million , respectively, including unpaid interest to date of $ 2.8 million and $ 94.5 million , respectively. The weighted average interest rate is 6.3 % based on the current book value of $ 201.3 million with rates that range from 2 % to 11.04 % . The Company is expected to repay these obligations from cash flows from Claim recovery income or potentially through class A common stock issuances. As of December 31, 2022, the minimum required payments on these agreements are $ 354.9 million . Certain of these agreements have priority of payment regarding any proceeds until full payment of the balance due is satisfied. The maturity of the commitments range from the date sufficient Claims recoveries are received to cover the required return or in some cases by 2031. Also, during 2020, the Company obtained funds under the Paycheck Protection Program (the “PPP Loan”) in the amount of $ 1.1 million. Since the amount must be repaid unless forgiven in accordance with the Paycheck Protection Program, the Company accounted for the funds as debt under ASC 470. As of December 31, 2022 and December 31, 2021, t he total amount of the PPP Loans have been forgiven. Note 12. NONCONTROLLING INTEREST The non-controlling interest balance primarily represents the Up-C Units of the Company held by the Members. The following table summarizes the ownership of Units in the Company as of December 31, 2022: Common Units Ownership Percentage Ownership of Class A Common Units 74,605,284 2.3 % Ownership of Class V Common Units 3,147,979,494 97.7 % Balance at end of period 3,222,584,778 100.0 % The non-controlling interest holders have the right to exchange Up-C Units, at the Company's option, for (i) cash or (ii) one share of Class A Common Stock, subject to the provisions set forth in the LLC Agreement. As such, future exchanges of Up-C Units by non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when the Company has positive or negative net assets, respectively. As of December 31, 2022 , 6.5 million Up-C Units have exchanged into Class A shares. In addition to the non-controlling interest related to Up-C Units, the Company also has non-controlling interests related to the Series as noted in Note 10, Variable Interest Entities, and MAO-MSO Recovery LLC Series FHCP (“FHCP”), which is a non-wholly owned subsidiary of MSP Recovery, LLC. In accordance with FHCP’s operating agreement, the noncontrolling member is entitled to a preferred return of 20 % per annum (the “Preferred Return”). Once the Preferred Return has b een met, the noncontrolling member is entitled to 80 % of Claims recoveries by FHCP. The controlling member is allocated 100 % of the costs of FHCP. Since the Preferred Return exceeds the total members’ equity of FHCP as of December 31, 2022 and December 31, 2021 , the non-controlling interest also includes $ 4.3 million representing the entire members’ equity of FHCP. Note 13. COMMITMENTS AND CONTINGENCIES The Company is subject to certain legal proceedings, Claims, investigations, and administrative proceedings in the ordinary course of its business. The Company records a provision for a liability when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated. These provisions, if any, are reviewed and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Depending on the nature and timing of any such proceedings that may arise, an unfavorable resolution of a matter could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. As of December 31, 2022, there was no material pending or threatened litigation against us. The Company pursues Claims recoveries through settlement, arbitration and legal proceedings. The accounting policy for these activities is discussed under Claims recovery income in Note 2, Basis of presentation and summary of significant accounting policies . Approximately 93 % of the Company's expected recoveries arise from Claims being brought under the Medicare Secondary Payer Act private cause of action (Section 1862(b)(3)(A) of the Social Security Act (42 U.S.C. § 1395y(b)(3)(A)). This law allows the Company to pursue recoveries against primary payers for reimbursement of medical expenses that the Company's assignors paid for when primary payers (i.e., liability insurers) were responsible for payment. On May 16, 2023, Senators Tim Scott (R-SC) and Maggie Hassan (D-NH) and Representatives Brad Schneider (D-IL) and Gus Bilirakis (R-FL) introduced the Repair Abuses of MSP Payments Act (S.1607/H.R.3388) (the “RAMP Act”) in the U.S. Senate and the U.S. House of Representatives, respectively, seeking to amend the private cause of action under the Medicare Secondary Payer Act, by striking “primary plan” and inserting “group health plan” (as defined in paragraph 42 U.S.C. § 1395y(b)(1)(A)(v)). The Medicare Secondary Payer Act’s private cause of action—a fundamental component of how the Company is able to calculate damages—incentivizes private parties, such as MSP Recovery, to pursue reimbursement of conditional payments by rewarding them with double damages. If the Medicare Secondary Payer Act is changed, or if the RAMP Act were enacted to apply retroactively, it could 86 Table of Contents significantly reduce the Company's potential recoveries and have a material adverse effect on its business, financial condition, and results of operations. Note 14. RELATED PARTY Loan from related parties During the year ended December 31, 2022 , the Company issued an unsecured promissory note in an aggregate principal amount of $ 112.8 million ( the “Promissory Note”) to John H. Ruiz and Frank C. Quesada, the Company’s Chief Executive Officer and director and Chief Legal Officer and director, respectively (collectively, the “MSP Principals”), t o provide cash to pay transaction costs related to the Merger, pay down affiliate payable balances and provide operating cash to the Company. In addition to the amounts in the Promissory Note, at the merger date with LCAP, the MSP Principals contributed $ 13.0 million through funds that had been loaned to VRM MSP to cover related service fees. The Promissory Note as well as the amount contributed at the merger date bears interest at an annual rate of 4 %, payable in kind, and will mature on the four-year anniversary of the issuance. The Promissory Note is payable by the Company at any time, without prepayment penalties, fees, or other expenses. During the year ended December 31, 2022 , the Company recorded $ 2.7 million on interest expense related to the Promissory Note. A portion of the proceeds under the Promissory Note in an amount equal to $ 36.5 million was advanced to the Law Firm, an affiliate of certain Members, for certain operating expenses as contemplated by the Legal Services Agreement. This amount is reflected in prepaid expenses and other current assets within the consolidated balance sheets and had a balance o f $ 26.9 million as of December 31, 2022. The payments of Law Firm expenses are reflected in Professional fees - legal within the consolidated statement of operations. The payments are expense as incurred as the Company doesn't have recourse to these amounts, but if the Law Firm earns fees under the legal service agreements (the "Existing LSAs") noted below, the Company would not be obligated to pay these costs until the amount of fees earned were in excess of the payments of Law Firm expenses and payments the Company has made to co-counsels. As of as December 31, 2022, the Company has paid Law Firm expenses and co-counsel fees equal to $ 21.9 million in excess of the fees earned under the Existing LSAs. Therefore, the Company would not be required to pay or incur expenses through cost of Claims recoveries until the amount of fees earned were in excess of the amounts already paid. As of December 31, 2022 , this represents prepayments that would cover recoveries of $ 109.5 million assuming the 40 % fees on the half owned by the Company as fees are not incurred on the half owned by the assignors. Legal Services – MSP Recovery Law Firm Certain Company entities have previously entered into the Existing LSAs with the Law Firm, an affiliate of certain Members, for the recovery of Claims. Pursuant to the terms of the Existing LSAs, the Law Firm provides the Company with investigation, case management, research and legal services in the pursuit of recovery of Claims in exchange for a portion of the recovered proceeds relating to such Claims. The Existing LSAs also provide that the Law Firm serves as exclusive lead counsel for any litigation relating to such Claims. As of December 31, 2022 there was no amount due as amounts paid through the prepaid noted above had covered amounts of existing LSAs due to the Law Firm for Claim recoveries. As of December 31, 2021, $ 5.5 million was due to the Law Firm and included in the consolidated balance sheets in Affiliate Payable. For the year ended December 31, 2022, $ 29.7 million was included in Professional fees - Legal for expenses related to the Law Firm in the consolidated statements of operations. The amounts were largely due to share base compensation as noted below and the payment of Law Firm expenses per the related party loan as noted above. For the years ended December 31, 2021 and 2020, the amounts were de minimis. For the year ended December 31, 2022, $ 405 thousand were included in cost of Claims recoveries for expenses related to the Law Firm in the consolidated statements of operations. For the years ended December 31, 2021 and 2020 , no amounts were included cost of Claims recoveries for expenses related to the Law Firm in the consolidated statements of ope rations. The Law Firm may also collect and/or hold cash on behalf of the Company in the ordinary course of business. As of December 31, 2022 and December 31, 2021, $ 2.1 million and $ 3.4 million , respectively, was due from the Law Firm and included in the consolidated balance sheets in Affiliate Receivable. In addition, the Company rents office space from the Law Firm as discussed in Note 8, Short Term Leases . For the year ended December 31, 2022, the Company issued 8,022,000 Class A common stock shares to the Law Firm employees, which was deemed to be share based compensation. As such $ 20.1 million of expense was included within Professional fees - Legal for expenses related to the Law Firm in the consolidated statements of operations for the year ended December 31, 2022. MSP Recovery Aviation, LLC The Company may make payments related to operational expenses on behalf of its affiliate, MSP Recovery Aviation, LLC (“MSP Aviation”). MSP Aviation was created to provide aircraft rental to third party customers and the Company. The Company has made payments in the periods of the financial statements only related to specifically billed flights and these rates are at or below the market rate for such services. As of both December 31, 2022 and December 31, 2021, $ 153 thousand was due from MSP Aviation and included in the consolidated balance sheets in Affiliate Receivable. For the year ended December 31, 2022, $ 400 thousand was included in 87 Table of Contents General and Administrative expenses related to MSP Aviation in the consolidated statements of operations. For the year ended December 31, 2021 and 2020, the amounts were de minimis. Funds held for other entities The Company may collect and/or hold cash on behalf of its affiliates in the ordinary course of business. As of December 31, 2022 and December 31, 2021, $ 19.8 million and $ 39.7 million was due to affiliates of the Company and included in the consolidated balance sheets in Affiliate Payable. These amounts were primarily due to Series MRCS, and will be repaid either through excess cash flows from operations or other financing. During the year ended December 31, 2021, the Company also entered into a note payable with Series MRCS as outlined in Note 7, Intangible Assets, Net . As of December 31, 2022 and December 31, 2021, the balance of the note payable was $ 0.5 million and included in the consolidated balance sheets in Claims financing obligation and notes payable. As of December 31, 2022 and December 31, 2021, there were additional receivables from other affiliates of $ 148 thousand and $ 92 thousand , respectively. As of December 31, 2021, $ 0.4 million was due to MSP National, LLC from Series MRCS. These were included in the consolidated balance sheets in Affiliate Receivable. VRM Historically, MSP Recovery, LLC has received Claims recovery service income for services provided to VRM MSP. The Company concluded that VRM MSP is a related party due to ownership interests in the entity held by Series MRCS LLC. During the years ended December 31, 2022, 2021 and 2020, $ 10.6 million , $ 11.5 million and $ 13.1 million, respectively, of Claims recovery service income was received from VRM MSP as part of the servicing agreement and was included in the consolidated statements of operations. As of the merger date, the VRM MSP servicing agreement was terminated. Note 15. INVESTMENTS IN EQUITY SECURITIES AND OBLIGATIONS TO DELIVER SECURITIES The Company had an outstanding obligation to provide equity securities (a “short position”) as of December 31, 2020. The short position was classified as a liability, marked-to-market and was evaluated at Level 1 for fair value. During the year ended December 31, 2021 , the Company covered its short position by acquiring 100,000 equity shares of a publicly traded U.S. company for $ 1.8 million, recognizing a realized loss of $ 193 thousand in Other income, net in the consolidated statements of operations. As of December 31, 2022 and December 31, 2021 , the Company had no investments in equity securities. Note 16. N ET LOSS PER COMMON SHARE Basic earnings per share of Class A common stock is computed by dividing net income attributable to common shareholders by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to common shareholders adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Diluted loss per share for all period presented is the same as basic loss per share as the inclusion of the potentially issuable shares would be anti-dilutive. Prior to the Business Combination, the equity structure of MSP Recovery, LLC included units which shared in the profits and losses of MSP Recovery, LLC. In reviewing the calculation of earnings per unit for periods prior to the Business Combination, the Company concluded that it resulted in values that would not be meaningful to the users of the consolidated financial statements. As such, earnings per share information for the year ended December 31, 2021 and 2020 has not been presented. The basic and diluted earnings per share for the year ended December 31, 2022 represent loss from only the period from the Closing Date to December 31, 2022 for the Company. The following table sets forth the computation of basic and diluted earnings per share of Class A common stock: (In thousands except shares and per share amounts) Year ended December 31, 2022 Numerator - basic and diluted: Net loss $ ( 401,905 ) Less: Net loss attributable to MSP Recovery, LLC pre Business Combination 28,640 Less: Net loss attributable to the noncontrolling interest post Business Combination 365,848 Net loss attributable to common shareholders $ ( 7,417 ) Denominator - basic and diluted: Weighted-average shares of Class A common stock outstanding - basic 61,825,105 Effect of dilutive securities: Weighted-average shares of Class A common stock outstanding - dilutive 61,825,105 Earnings per share of Class A common stock - basic $ ( 0.12 ) Earnings per share of Class A common stock - diluted $ ( 0.12 ) Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented. 88 Table of Contents In the calculation for earnings per share for the year ended December 31, 2022, the Company excluded from the calculation of diluted earnings per share 3,147,979,494 shares of Class V common stock, 3,319,304 Public Warrants outstanding, 66,666,666 CPIA Warrants and 1,028,046,326 shares of New W arrants ou tstanding because their effect would have been anti-dilutive. Note 17. DERIVATIVE LIABILITY The Company and CF entered into an agreement for an OTC Equity Prepaid Forward Transaction (the “Transaction”). Pursuant to the terms of the Transaction, CF agreed to (a) transfer to the Company for cancellation any warrants to purchase shares received as a result of being the stockholder of record of a share as of the close of business on the closing date of the Business Combination, pursuant to the previously announced and declared LCAP dividend and (b) waive any redemption right that would require the redemption of the Subject Shares (as defined below) in exchange for a pro rata amount of the funds held in LCAP’s trust account. At closing of the Business Combination, the Company transferred from the trust account to an escrow account an amount equal to (a) the aggregate number of such Subject Shares (approximately 1.1 million shares), multiplied by (b) the per share redemption price for shares out of the trust account, as a prepayment to CF of the amount to be paid to CF in settlement of the Transaction for the number of shares owned by CF at the closing of the Business Combination (the “FEF Shares”). CF may sell the Subject Shares at its sole discretion in one or more transactions, publicly or privately. Any such sale shall constitute an optional early termination of the Transaction upon which (a) CF will receive from the escrow account an amount equal to the positive excess, if any, of (x) the product of the redemption price and the aggregate number of shares over (y) an amount equal to the proceeds received by CF in connection with sales of the shares, and (b) the Company will receive from the escrow account the amount set forth in (y) above. The Company concluded that the instrument includes an embedded derivative for the change in value of the Company's Class A common stock and as such, at the end of each period the Company will mark to market the shares through booking a derivative liability/asset. The calculation of the derivative liability/asset would be the difference between the restricted cash and current fair value of the outstanding FEF shares (number of FEF shares multiplied by market price of the Company's Class A common stock as of period end). As of December 31, 2022 , CF had not sold any FEF shares. The aggregate purchase price of $ 11.4 million is reflected in restricted cash with the fair value of the shares of $ 1.8 million in cluded as Class A common stock subject to possible redemption within temporary equity and the derivative liability of $ 9.6 million reflecte d in current liabilities in the consolidated balance sheets. Note 18. QUARTERLY FINANCIAL DATA (UNAUDITED) RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Description of Restatement of Financial Information Subsequent to the issuance of the interim financial information as of and for the periods ended June 30, 2022 and September 30, 2022, management identified material errors in such financial information. As disclosed within Note 4, Asset Acquisitions, the Company acquired various intangible assets in connection with the Business Combination. The Company identified an error in the accounting for these acquisitions, in that the Class A market price as of the Closing Date utilized in the valuation included the value of the New Warrants, whereas the Up-C Units provided in the acquisition did not have rights to New Warrants. Therefore, the Class A market price didn't equate to the value of the Up-C Units until the opening of the day after the Closing Date when the New Warrants became detached from the Class A shares. This error impacts the intangible assets value that was acquired as of the Closing Date and the resulting amortization of those assets. In addition, the Company also determined, based on analysis of the rights to cash flows from the Series and the related guaranty obligation, that the Company is the primary beneficiary of the Series, and therefore should consolidate as of the transaction date. This error impacts the intangible assets and indemnification asset value that was acquired as the balance is now reflected in Intangible Assets, net and is therefore amortized rather than recorded as a financial asset; as a result of this change, the indemnification asset is no longer recorded and the Virage Guaranty is accreted through interest expense. The Company's financial statements should also include the activity of the Series from the date of acquisition as it is now consolidated. As a result of these errors, the Company determined that the valuation of the asset acquisitions and impacts of consolidating the Series were misstated in the Company's financial statements for the periods ending June 30 and September 30, 2022. In the following tables, the Company has presented a reconciliation of its unaudited condensed consolidated financial information as originally reported, to the as restated amounts as of and for the three and six months ended June 30, 2022, and the three and nine months ended September 30, 2022. The restatements will be reflected in the comparative financial statements included in our future filings of our 2023 unaudited condensed consolidated financial statements within our Quarterly Reports on Form 10-Q. 89 Table of Contents The table below sets forth the unaudited condensed consolidated balance sheet information, including the balances as reported, adjustments and the balances as restated: For the reporting period (In thousands except per share amounts) June 30, 2022 As previously Restatement reported Adjustments As Restated ASSETS Current assets: Accounts receivable $ 901 17 $ 918 Indemnification asset 719,413 ( 719,413 ) - Total current assets 795,780 ( 719,396 ) 76,384 Deferred tax asset 857 ( 857 ) - Intangible assets, net 2,095,735 1,441,475 3,537,210 Investment in rights to claim recovery cash flows 3,673,610 ( 3,673,610 ) - Total assets $ 6,566,932 $ ( 2,952,388 ) $ 3,614,544 Stockholders' Equity (Deficit): Additional paid-in capital $ 187,269 ( 60,479 ) $ 126,790 Accumulated deficit ( 23,074 ) ( 592 ) ( 23,666 ) Total Stockholders' Equity (Deficit) $ 164,517 $ ( 61,071 ) $ 103,446 Non-controlling interest 5,251,837 ( 2,891,317 ) 2,360,520 Total equity $ 5,416,354 $ ( 2,952,388 ) $ 2,463,966 Total liabilities and equity $ 6,566,932 $ ( 2,952,388 ) $ 3,614,544 For the reporting period September 30, 2022 As previously Restatement (In thousands except per share amounts) reported Adjustments As Restated ASSETS Current assets: Accounts receivable $ 7,525 138 $ 7,663 Indemnification asset 752,510 ( 752,510 ) - Total current assets 820,157 ( 752,372 ) 67,785 Deferred tax asset 857 ( 857 ) - Intangible assets, net 2,077,571 1,395,955 3,473,526 Investment in rights to claim recovery cash flows 3,673,610 ( 3,673,610 ) - Total assets $ 6,574,675 $ ( 3,030,884 ) 3,543,791 Stockholders' Equity (Deficit): Additional paid-in capital $ 201,656 ( 66,689 ) $ 134,967 Accumulated deficit ( 23,537 ) ( 2,201 ) ( 25,738 ) Total Stockholders' Equity (Deficit) $ 178,441 $ ( 68,890 ) 109,551 Non-controlling interest 5,213,812 ( 2,961,994 ) 2,251,818 Total equity $ 5,392,253 $ ( 3,030,884 ) 2,361,369 Total liabilities and equity $ 6,574,675 $ ( 3,030,884 ) 3,543,791 90 Table of Contents The tables below set forth the unaudited condensed consolidated statements of operations, including the balances as reported, adjustments and the as restated balances: For the three months ended June 30, 2022 For the six months ended June 30, 2022 (In thousands except per share amounts) As Reported Restatement Adjustments As Restated As Reported Restatement Adjustments As Restated Claims recovery income $ 1,319 38 $ 1,357 $ 1,428 38 $ 1,466 Claims recovery service income 3,971 - 3,971 12,047 - 12,047 Total Claims Recovery $ 5,290 $ 38 $ 5,328 $ 13,475 $ 38 $ 13,513 Operating expenses Cost of claim recoveries 694 8 702 701 8 709 Claims amortization expense 23,818 15,173 38,991 26,535 15,173 41,708 Professional fees 3,118 13 3,131 5,056 13 5,069 Total operating expenses 57,449 15,194 72,643 69,108 15,194 84,302 Operating Loss $ ( 52,159 ) $ ( 15,156 ) $ ( 67,315 ) $ ( 55,633 ) $ ( 15,156 ) $ ( 70,789 ) Interest expense ( 10,977 ) ( 13,375 ) ( 24,352 ) ( 21,392 ) ( 13,375 ) ( 34,767 ) Net loss before provision for income taxes $ ( 77,450 ) $ ( 28,531 ) $ ( 105,981 ) $ ( 91,341 ) $ ( 28,531 ) $ ( 119,872 ) Provision for income tax benefit (expense) 326 ( 326 ) - 326 ( 326 ) - Net loss $ ( 77,124 ) $ ( 28,857 ) $ ( 105,981 ) $ ( 91,015 ) $ ( 28,857 ) $ ( 119,872 ) Less: Net (income) loss attributable to non-controlling members 75,836 28,265 104,101 89,727 28,265 117,992 Net loss attributable to controlling members $ ( 1,288 ) $ ( 592 ) $ ( 1,880 ) $ ( 1,288 ) $ ( 592 ) $ ( 1,880 ) Basic and diluted weighted average shares outstanding, Class A Common Stock 13,607,255 N/A 13,607,255 13,607,255 N/A 13,607,255 Basic and diluted net income per share, Class A Common Stock $ ( 0.09 ) N/A $ ( 0.14 ) $ ( 0.09 ) N/A $ ( 0.14 ) For the three months ended September 30, 2022 For the nine months ended September 30, 2022 (In thousands except per share amounts) As Reported Restatement Adjustments As Restated As Reported Restatement Adjustments As Restated Claims recovery income $ 2,571 188 $ 2,759 $ 3,999 $ 226 $ 4,225 Total Claims Recovery $ 8,319 $ 188 $ 8,507 $ 21,794 $ 226 $ 22,020 Operating expenses Cost of claim recoveries 1,160 38 1,198 1,861 45 1,906 Claims amortization expense 66,331 45,520 111,851 92,866 60,694 153,560 Professional fees 5,875 29 5,904 10,931 42 10,973 Total operating expenses 88,104 45,587 133,691 157,212 60,781 217,993 Operating Loss $ ( 79,785 ) $ ( 45,399 ) $ ( 125,184 ) $ ( 135,418 ) $ ( 60,555 ) $ ( 195,973 ) Interest expense ( 13,083 ) ( 33,097 ) ( 46,180 ) ( 34,475 ) ( 46,472 ) ( 80,947 ) Net loss before provision for income taxes $ ( 27,060 ) $ ( 78,496 ) $ ( 105,556 ) $ ( 118,401 ) $ ( 107,027 ) $ ( 225,428 ) Provision for income tax benefit (expense) - - - 326 ( 326 ) - Net loss $ ( 27,060 ) $ ( 78,496 ) $ ( 105,556 ) $ ( 118,075 ) $ ( 107,353 ) $ ( 225,428 ) Less: Net (income) loss attributable to non-controlling members 26,597 76,887 103,484 116,324 105,152 221,476 Net loss attributable to controlling members $ ( 463 ) $ ( 1,609 ) $ ( 2,072 ) $ ( 1,751 ) $ ( 2,201 ) $ ( 3,952 ) Basic and diluted weighted average shares outstanding, Class A Common Stock 69,036,899 — 69,036,899 53,138,474 — 53,138,474 Basic and diluted net income per share, Class A Common Stock $ ( 0.01 ) $ ( 0.02 ) $ ( 0.03 ) $ ( 0.03 ) $ ( 0.04 ) $ ( 0.07 ) 91 Table of Contents The table below sets forth the unaudited condensed consolidated statements of cash flows, including balances as reported, adjustments and balances as restated amounts. Note that only amounts that have changed have been disclosed: For the six months ended June 30, (In thousands) As Previously Reported Restatement Adjustments As Restated Cash flows from operating activities: Net loss $ ( 91,015 ) $ ( 28,857 ) $ ( 119,872 ) Claims amortization expense 26,535 15,173 41,708 Paid in kind interest 21,369 13,375 34,744 Deferred income taxes ( 857 ) 326 ( 531 ) Change in operating assets and liabilities: Accounts receivable ( 901 ) ( 17 ) ( 918 ) Net cash used in operating activities ( 60,912 ) — ( 60,912 ) Net cash used in investing activities ( 3,015 ) — ( 3,015 ) Net cash provided by (used in) financing activities 98,728 — 98,728 For the nine months ended September 30, 2022 (In thousands) As Previously Reported Restatement Adjustments As Restated Cash flows from operating activities: Net loss $ ( 118,075 ) $ ( 107,353 ) $ ( 225,428 ) Claims amortization expense 92,866 60,694 $ 153,560 Paid in kind interest 34,475 46,472 $ 80,947 Deferred income taxes ( 857 ) 326 $ ( 531 ) Accounts receivable ( 7,525 ) ( 139 ) $ ( 7,664 ) Net cash used in operating activities ( 70,764 ) — ( 70,764 ) Net cash used in investing activities ( 4,563 ) — ( 4,563 ) Net cash provided by (used in) financing activities 99,351 — 99,351 92 Table of Contents The table below sets forth the unaudited condensed consolidated statements of changes in equity, including balances as reported, adjustments and balances as restated amounts. Note that only amounts that have changed have been disclosed: For the reporting period June 30, 2022 As Previously Reported Restatement Adjustments As Restated (In thousands except shares) Additional Paid-in Capital Accumulated Deficit Non- Controlling Interests Total Equity Additional Paid-in Capital Accumulated Deficit Non- Controlling Interests Total Equity Additional Paid-in Capital Accumulated Deficit Non- Controlling Interests Total Equity Balance at December 31, 2021 $ — $ — $ 4,348 $ ( 151,408 ) $ — $ — $ 4,348 $ ( 151,408 ) Contributions prior to recapitalization transaction — — — 15 — — — 15 Distributions prior to recapitalization transaction — — — ( 147 ) — — — ( 147 ) Net loss prior to recapitalization transaction — — — ( 28,640 ) — — — ( 28,640 ) Cumulative effect of recapitalization transaction 48,773 — 5,406,736 5,640,353 ( 7,496 ) ( 2,915,985 ) ( 2,923,481 ) 41,277 — 2,490,751 2,716,872 Opening net assets of Lionheart II Holdings, LLC acquired — ( 21,786 ) — ( 21,786 ) — ( 21,786 ) — ( 21,786 ) Adjustment for value of derivative on temporary equity 9,003 — — 9,003 9,003 — — 9,003 Conversion of Warrants 20,462 — ( 12,287 ) 8,177 ( 6,627 ) ( 6,627 ) 13,835 — ( 12,287 ) 1,550 Class A Issuances 109,031 — ( 85,872 ) 23,164 ( 46,356 ) ( 46,356 ) 62,675 — ( 85,872 ) ( 23,192 ) Net loss — ( 1,288 ) ( 61,088 ) ( 62,376 ) ( 592 ) 24,668 24,075 — ( 1,880 ) ( 36,420 ) ( 38,301 ) Balance at June 30, 2022 $ 187,269 $ ( 23,074 ) $ 5,251,837 $ 5,416,354 $ ( 60,479 ) $ ( 592 ) $ ( 2,891,317 ) $ ( 2,952,388 ) $ 126,790 $ ( 23,666 ) $ 2,360,520 $ 2,463,966 93 Table of Contents For the reporting period September 30, 2022 As Previously Reported Restatement Adjustments As Restated (In thousands except shares) Additional Paid-in Capital Accumulated Deficit Non- Controlling Interests Total Equity Additional Paid-in Capital Accumulated Deficit Non- Controlling Interests Total Equity Additional Paid-in Capital Accumulated Deficit Non- Controlling Interests Total Equity Balance at December 31, 2021 $ — $ — $ 4,348 $ ( 151,408 ) $ — $ — $ 4,348 $ ( 151,408 ) Contributions prior to recapitalization transaction — — — 15 — — — 15 Distributions prior to recapitalization transaction — — — ( 147 ) — — — ( 147 ) Net loss prior to recapitalization transaction — — — ( 28,640 ) — — — ( 28,640 ) Cumulative effect of recapitalization transaction 48,773 — 5,406,736 5,640,352 ( 7,496 ) ( 2,915,985 ) ( 2,923,481 ) 41,277 — 2,490,751 2,716,871 Opening net assets of Lionheart II Holdings, LLC acquired — ( 21,786 ) — ( 21,786 ) — ( 21,786 ) — ( 21,786 ) Adjustment for value of derivative on temporary equity 10,065 — — 10,065 10,065 — — 10,065 Conversion of Warrants 22,895 — ( 13,444 ) 9,452 ( 7,255 ) ( 7,255 ) 15,640 — ( 13,444 ) 2,197 Class A Issuances 119,923 — ( 96,144 ) 23,785 ( 51,938 ) ( 51,938 ) 67,985 — ( 96,144 ) ( 28,153 ) Net loss — ( 1,751 ) ( 87,684 ) ( 89,435 ) ( 2,201 ) ( 46,009 ) ( 48,210 ) — ( 3,952 ) ( 133,693 ) ( 137,645 ) Balance at September 30, 2022 $ 201,656 $ ( 23,537 ) $ 5,213,812 $ 5,392,253 $ ( 66,689 ) $ ( 2,201 ) $ ( 2,961,994 ) $ ( 3,030,884 ) $ 134,967 $ ( 25,738 ) $ 2,251,818 $ 2,361,369 Note 19. SUBSEQUENT EVENTS Hazel Transactions On March 29, 2023 (and amended on July 17, 2023), the Company entered into a membership interest purchase agreement with Hazel, whereby in exchange for a stated purchase price of $ 390 million, the Company acquired from Hazel interests in certain Claims recovery and reimbursement rights (the "Claims Purchase"). The purchase price for the Claims Purchase was funded by (i) the proceeds from the Claims Sale (as defined below), and (ii) a purchase money loan between Hazel, as lender, and the Company, as borrower, in the amount of $ 250 million (the "Purchase Money Loan"). On March 29, 2023 , the Company entered into a membership interest purchase agreement with Hazel, whereby in exchange for a purchase price of $ 150 million, Hazel acquired from the Company the membership interests in entities that own certain other Claims recovery and reimbursement rights, provided that the Company and Hazel will share in the recovery proceeds therefrom in accordance with an agreed waterfall (the "Claims Sale," and together with the Claims Purchase, the "Claims Transactions"). In addition, on March 29, 2023 , the Company entered into an Amended and Restated Credit Agreement (the "Working Capital Credit Facility") with affiliates of Hazel, as the lender and administrative agent, which provides for up to $ 80 million (with a 40 % original issue discount), consisting of a Term Loan A commitment to fund up to $ 30 million (in multiple installments) in proceeds, and a Term Loan B Commitment to fund up to $ 18 million (in multiple installments) in proceeds, the funding of each conditioned on certain milestones. An initial $ 10 million in proceeds was drawn under the Term Loan A on March 6, 2023. On March 29, 2023, an additional $ 5 million was disbursed to the Company under the Term Loan A. On May 11, 2023 and June 13, 2023, Hazel notified us that it would 94 Table of Contents not disburse additional funds under the Working Capital Credit Facility until the Company satisfies certain funding conditions, including the filing of this Annual Report on Form 10-K. The parties subsequently agreed that $ 5.5 million will be funded under Term Loan A in accordance with the terms of the Working Capital Credit Facility subsequent to the filing of this 2022 Form 10-K and receipt of funding notices, deeming funding conditions satisfied or waived. Following such funding, the Term Loan A commitment would be terminated , with total funding of $ 20.5 million . In addition, the parties agreed to increase the Term Loan B commitment from $ 18 million to $ 27.5 million, which will be funded in multiple installments and in accordance with the terms of the Working Capital Credit Facility. Loans under the Working Capital Credit Facility accrue interest at a Term Secured Overnight Financing Rate for 12-month interest period, plus an applicable margin of 10 % per annum. Accrued interest on the Working Capital Credit Facility is payable in kind and will be capitalized. The Working Capital Credit Facility has a stated maturity date of March 31, 2026 , and Hazel may extend for up to one year in its sole discretion. The Purchase Money Loan accrues interest at a rate of 20 % per annum, payable in kind or in cash at the Company's discretion. The Purchase Money Loan has a maturity date of March 31, 2026 , extendable up to one year in Hazel's sole discretion. The Company is permitted to prepay the loans under the Working Capital Credit Facility from time to time without prepayment premium. Prepayment of the Purchase Money Loans will be permitted after the prepayment or repayment of loans under the Working Capital Loans, and such prepayment of the Purchase Money Loans may be subject to prepayment penalty, as applicable. The Purchase Money Loan and the Working Capital Credit Agreement contains certain representations, warranties and covenants of the Company and its subsidiaries, including restrictions on debt incurrence, liens, investments, affiliate transactions, distributions and dividends, fundamental changes, certain debt prepayments and Claim settlement. Amounts borrowed and obligations under the Purchase Money Loan and the Working Capital Credit Facility are secured by a pledge of proceeds from certain Claims in the Company's Claims portfolio, with the lien securing the Purchase Money Loan being subordinated and junior to the lien securing the Working Capital Credit Facility. Pursuant to the Purchase Money Loan and the Working Capital Credit Facility, the Company entered into a collateral administrative agreement between the Company and Hazel, which sets forth certain arrangements between the Company and Hazel in relation to the management of the litigation of certain Claims owned by the Company, the proceeds of which were pledged to Hazel to secure the Purchase Money Loan and the Working Capital Credit Facility. Yorkville Facility Refer to Note 1 - Description of the Business of this Form 10-K. Virage Amendment On April 12, 2023, we entered into an amendment (the "Virage MTA Amendment") to the Virage MTA and Virage Guaranty pursuant to which the payment date was extended from May 23, 2023 until September 30, 2024, subject to acceleration upon certain triggering events. The guaranty obligation will become current at September 30, 2023, and the Company does not currently have available liquidity to satisfy such obligations. Under the Virage MTA Amendment, Virage will receive a first priority lien on all sources of revenue of the company not otherwise encumbered as of the date of the Virage MTA Amendment, to the extent in excess of the amount of revenues necessary to establish and maintain an operating reserve of $ 70 million for overhead expenses and applicable taxes. On January 1, 2024, if the Virage Guaranty is not paid, the Company will be required to make a one-time, lump sum payment to Virage for the period starting May 24, 2023 and ending December 31, 2023, in one or a combination of: (a) cash, in an amount equal to 1.0% of each calendar month-end balance (which month-end balance shall be increased daily up to 20% per annum based on a formula set forth in the Virage MTA Amendment) of the amount owing to Virage as of each preceding calendar month end and/or (b) warrants to purchase Class A common stock at $ 0.0001 per share, in an amount equal to the quotient of 1.0% of each calendar month-end balance (which shall be increased daily up to 20% per annum based on a formula set forth in the Virage MTA Amendment) of the amount owing to Virage as of each preceding calendar month end and the volume weighted average price of a share of our Class A common stock for the five day period prior to the issuance. If paid in warrants, such warrants will expire on January 1, 2026 . Further, for each calendar month beginning with January 31, 2024 until the obligations to Virage are paid in full, the Company has agreed to pay to Virage an amount monthly, in one or a combination of: (a) cash, in an amount equal to 1.0% of each calendar month-end balance (which month-end balance shall be increased daily up to 20% per annum based on a formula set forth in the Virage MTA Amendment) of the amount owing to Virage as of each preceding calendar month end and/or (b) warrants to purchase Class A common stock at $ 0.0001 per share, in an amount equal to the quotient of 1.0% of each calendar month-end balance (which month-end balance shall be increased daily up to 20% per annum based on a formula set forth in the Virage MTA Amendment) of the amount owing to Virage as of each preceding calendar month end and the volume weighted average price of a share of our Class A common stock. If paid in warrants, such warrants will expire two years from the date of issuance. 95 Table of Contents The warrants will contain customary provisions for a transaction of this type, including that each warrant will be exercisable in whole or in part at any time prior to the expiration date, be freely transferable, subject only to applicable securities laws, and be subject to customary anti-dilution protection regarding the exercise price and number of shares of Class A Common Stock to be issued upon the exercise of each warrant. Amended and Restated Nomura Promissory Note On April 12, 2023, the Company amended the promissory note to Nomura originally issued on May 27, 2022, which amendment increased the principal amount to approximately $ 26.3 million and extended the maturity date of the promissory note to September 30, 2024 . The note will become current at September 30, 2023, and the Company does not currently have available liquidity to satisfy said obligation. The amended note carries an interest rate of 16 % per annum and is payable in kind or in cash, at the Company's discretion, every 30 calendar days after April 12, 2023. Upon two days prior written notice to Nomura, the Company may prepay all or any portion of the then outstanding principal amount under the promissory note together with all accrued and unpaid interest thereon. Cano Health Share Issuance On July 7, 2023, the Company issued 199,000,001 shares of Class A common stock to Cano Health, LLC (“Cano”) as payment for $ 61,677,419.35 million dollars in deferred compensation related to the following agreements, which the Company had the option to pay in cash or in stock and has elected to pay in stock, of which (i) 80,645,162 shares of Common Stock were issued as a deferred consideration for the assignment of certain claims pursuant to that certain Purchase Agreement, effective as of September 30, 2022, as amended to date, by and between the Company and Cano, and (ii) 118,354,839 shares of Common Stock were issued as deferred consideration for the assignment of certain claims pursuant to that certain Amended and Restated Claims Recovery and Assignment Agreement effective as of December 31, 2021, as amended to date, by and between the Company and Cano. 96 Table of Contents Item 9 . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable.