MSP Recovery, Inc.

Item 1A. Risk Factors.

There have been no  following important factor could cause our actual business and financial results to differ material changes to our principal risks that we believe are mly from those contained in forward-looking statements made in this Quarterly Report on Form 10-Q or elsewhere by management from time to time. The risk factor in this Quarterly Report has been revised to incorporaterial changes to our business, results of operations, and financial risk factors from those included in our Annual Report. The risk factor set forth below is a new risk factors or condition,tains substantive changes from the risk factors previously disclosed in the Item 1A of our 2024 Form 10-K. ProspectivAnnual Report, as filed with the SEC. The market price of our common stock could decline investors are encouraged to consider the f these risks or uncertainties actually occur, causing you to lose all or part of your investment. This situation is changing rapidly and additional impacts may arise. Additional risks described in our 2024 that we currently do not know about, or that we currently believe to be immaterial, may also impair our business. Certain statements below are forward-looking statements. See Cautionary Note Regarding Form 10-K, our Manageward-Looking Statements in this Quarterly Report. 

RISKS RELATED TO OUR BUSINESS

We are not currently in compliance with the certain continued listing requirements Discussionof the Nasdaq Capital Market, and delisting could limit the liquidity of our stock, increase its volatility, and Analysis of Financial Condihinder our ability to raise capital.

On April 24, 2025, the Company received a letter (the Notice) from the Listing Qualification and Results of Operations s Department of the Nasdaq Stock Market LLC (Nasdaq) informing the Company that it was not in compliance with the minimum stockholders equity requirement for containinued in this Quarterly Relisting on the Nasdaq Capital Market, under Listing Rule 5550(b)(1), because the Companys stockholders deficit of $128.4 million, as report oned in the Companys Form 10-Q and in our 2024 Form 10-K, and oK for the year ended December 31, 2024, was below the required minimum of $2.5 million, and because, as of April 24, 2025, the Company did not meet the alternative compliance standards, relating to ther information publicly disclosed or contained in documents  market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. 

The Company had 45 calendar days from April 24, 2025, or through Monday, June 9, 2025, to submit a plan to regain compliance with Listing Rule 5550(b)(1). The Company submitted its plan on June 5, 2025, and is awaiting a response from the Nasdaq. If Nasdaq accepts the Companys plan, Nasdaq may grant an extension of up to 180 calendar days from April 24, 2025, or through Tuesday, October 21, 2025, to regain compliance. Nasdaq may provide us insufficient time to implement our compliance plan or at the end of the compliance period, we may not be able to demonstrate compliance for any number of reasons. If any of these events occur, we file with the Secould be delisted.

Delisting from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities and Exchange Commission before purchasing our secur, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest, and fewer business development opportunities.