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Item 9A. Controls and Procedures

2023-07-27 compared with 2022-03-08 · 724 added, 799 removed, 51 unchanged (97% of the section changed)

Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or

submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely

decisions regarding required disclosure.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the

effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments.

While we have processes to identify

and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our

personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will

ultimately have the intended effects.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining

adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial

statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are

being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures

may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of

the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31,

Management has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process

for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting

applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting

Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period

Management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Management is likewise required, on a quarterly basis, to evaluate the effectiveness of its internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weaknesses related to the items noted below.

To address these material weaknesses, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

Based on such analysis and notwithstanding the identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer, believe the consolidated financial statements included in this Annual Report fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Management’s Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting as allowed by the SEC for newly public companies.

We completed the Business Combination on May 23, 2022 pursuant to which we acquired MSP Recovery, LLC.

Prior to the Business Combination, we were a special purpose acquisition company (formerly known as Lionheart Acquisition Corporation II), which was formed for the purpose of effecting a merger, recapitalization, reorganization or similar business combination with one or more businesses.

The existing internal controls prior to the Business Combination are no longer applicable as of the assessment date as our operations prior to the Business Combination were insignificant compared to those of the post combination consolidated entity.

Additionally, as we are an “emerging growth company”

as defined under the JOBS Act, we are subject to reduced public company reporting requirements.

The JOBS Act provides that an emerging growth company is not required to have the effectiveness of such company's internal control over financial reporting audited by its external auditors for as long as such company is deemed to be an emerging growth company.

Material Weaknesses

As of December 31, 2021 and 2020, we identified the following material weaknesses in our internal controls over financial reporting.

The material weaknesses we identified were as follows:

We did not have sufficient accounting and financial reporting resources to address our financial reporting requirements.

Specifically:

o We did not have sufficient resources with an appropriate level of knowledge and GAAP expertise to identify, evaluate and account for transactions;

o We did not have an adequate segregation of duties or appropriate level of review that is needed to comply with financial reporting requirements.

We did not design, implement or maintain an effective control environment over our financial reporting requirements.

Specifically:

o We did not have effective controls over the period end financial reporting process and preparation of financial statements due to:

A lack of a sufficient level of formal accounting policies and procedures that define how transactions should be initiated, recorded, processed and reported;

A lack of an effective control environment over period end close procedures.

o We did not have appropriate controls or documented segregation of duties over information technology systems used to create or maintain financial reporting records;

o We did not design or maintain the appropriate controls related to the separation of accounting records for each entity included within our combined and consolidated financial statements.

As of December 31, 2022, we identified material weaknesses in our internal control over financial reporting.

The material weaknesses we identified were as follows:

We did not have sufficient controls related to the accounting for complex transactions.

We did not have sufficient controls over the human resources and payroll processes.

Specifically:

o Insufficient design of controls as the outsourced system used for payroll did not have appropriate service organization report and we did not have appropriate compensating controls or documented segregation of duties over the system used for payroll;

o Insufficient design of controls resulting in a lack of an effective control environment over payroll entries;

o Insufficient design of controls within our human resources business process.

o Insufficient design of controls resulting in a lack of proper documentation over approval of bonus payments.

Insufficient design of controls as we did not have appropriate segregation of duties and review controls over cash disbursements.

A special committee of the board of directors made unanimous recommendations to enhance and improve the public company reporting capabilities of the Company, including but not limited to:

The implementation of certain management training,

The hiring of a director of internal audit, and

Enhancements to the Company’s internal communication process, as well as increased reporting to the Audit Committee of Board of Directors.

We consider these recommendations to be indicative of material weaknesses related to a failure to develop or maintain an effective system of internal disclosure controls for the timely disclosure of material communications from external sources to the Company’s management and Board of Directors for review and evaluation.

Specifically, the material weaknesses we identified were as follows:

We did not have sufficient controls related to training personnel to understand their respective roles and responsibilities.

We did not have sufficient monitoring activities, including a director of internal audit.

We did not have sufficient lines of communication internally and to the Board of Directors, and therefore did not maintain a sufficient control environment with respect to oversight of the Board of Directors.

These control deficiencies resulted in a misstatement in our accounts or disclosures that resulted in a material misstatement to the previously filed interim unaudited financial statements.

Accordingly, we determined that these control deficiencies constitute material weaknesses.

Remediation Plan

As of December 31, 2022, we have implemented measures, which addressed certain material weaknesses noted as of December 31, 2021.

The following items were implemented and operated effectively as of December 31, 2022:

To address lack of appropriate accounting and financial reporting resources and segregation of duties:

o We hired key accounting personnel with appropriate levels of U.S.

generally accepted accounting principles expertise and financial reporting knowledge and experience.

o We completed a segregation of duty review over financial reporting and implemented changes to address any deficiencies.

To address lack of effective control environment over our financial reporting requirements:

o We developed formal accounting policies and procedures.

o We designed a control environment over how transactions are initiated, recorded, processed and reported, and implemented period end close procedures.

o We have implemented certain accounting and information technology systems to automate manual processes, to help implement segregation of duties and to assist in consolidation and period end close.

While we have implemented these measures and these have remediated the material weaknesses noted as of December 31, 2021, except for those material weaknesses noted as of December 31, 2022, there is no assurance that we have identified all material weaknesses or that there will not be additional material weaknesses or deficiencies that are identified.

We are in the process of implementing measures designed to remediate the control deficiencies that led to the material weaknesses as of December 31, 2022.

During 2023, we have:

To address the material weaknesses in internal controls related to the accounting for complex financial instruments:

o We are in process of implementing further controls over the review of complex financial instruments, which may include engaging outside advisors with specialist knowledge of GAAP and valuation.

Within the human resources and payroll processes:

o We have identified potential human resource outsourced vendors and have begun designing and implementing payroll and human resource related controls.

o We have also identified third party payroll service providers with sufficient service organization reports that we expect will allow us to rely on the system once we implement appropriate complimentary user controls.

To address segregation of duties over cash disbursement:

o We have begun designing and implementing appropriate segregation of duties over disbursements during the current year and added controls to review cash disbursements made prior to this implementation.

In order to address the material weaknesses identified by the special committee, the special committee made recommendations to enhance and improve the public company reporting capabilities of the Company, including but not limited to:

Enhancing development of the control environment with the implementation of certain management training,

The hiring of a director of internal audit to improve the monitoring and effectiveness of internal controls, and

Enhancements to the Company’s internal communication process to support controls and increase reporting to the Audit Committee of Board of Directors to allow for more effective exercise of oversight responsibilities.

We intend to implement such recommendations to remediate the weaknesses identified by the special committee.

Neither our Company, nor our independent registered public accounting firm, were required to perform an evaluation of the Company's internal control over financial reporting as of December 31, 2022 in accordance with the provisions of the Sarbanes-Oxley Act and, as such, there is no assurance that we have identified all material weaknesses or that there will not be additional material weaknesses or deficiencies that are identified.

While our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company”

as defined in the JOBS Act, a failure to design, implement or maintain effective internal control over financial reporting could adversely affect the results of annual independent registered public accounting firm audit reports regarding the effectiveness of the Company’s internal control over financial reporting that we will eventually be required to include in reports that will be filed with the SEC.

If the continued existence of one or more material weaknesses in the Company’s internal control over financial reporting persist, this could have a

material and adverse effect on our business, results of operations and financial condition, and it could cause a decline in the trading price of the Company’s Class A common stock.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Outside of the material weaknesses noted above, there were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Disclosure Regarding Fo reign Jurisdiction that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Our current directors and executive officers are as follows:

Management and Board of Directors

The following sets forth certain information, as of June 30, 2023, concerning the persons who serve as executive officers and members of the Board following.

Class III Director

Ophir Sternberg

Chief Executive Officer, President and Chairman

Paul Rapisarda

Chief Financial Officer

Faquiry Diaz Cala

Chief Operating Officer

James Anderson

Thomas Hawkins

Class III Director

Beatriz Assapimonwait

Class I Director

Class II Director

Roger Meltzer

Class I Director

Executive Officers

Chief Executive Officer

Chief Legal Officer

Ricardo Rivera

Chief Operating Officer & Interim Chief Financial Officer

Alexandra Plasencia

General Counsel

Information about Executive Officers and Directors

John Ruiz is a founder of LifeWallet and has served as Chief Executive Officer since the Company’s inception (in 2014 as MSP Recovery).

Ruiz was named one of Lawyers of Distinction’s “2023 Power Lawyers,”

for his accomplishments in healthcare law.

He was also named “2019’s DBR Florida Trailblazer,”

for his work in integrating data analytics into the practice of law, and for its positive impact on healthcare recoveries across the mainland U.S.

and Puerto Rico.

Over the course of his 30-year legal career, Mr.

Ruiz has gained national recognition in class action, mass tort litigation, MDL consolidated cases, medical malpractice, products liability, personal injury, real estate, and aviation disaster cases.

Recently, Mr.

Ruiz led the legal strategy in the landmark victory handed down by the U.S.

Court of Appeals for the Eleventh Circuit, in MSP Recovery Claims Series v.

Ace American (11th Cir.).

In addition, he has certified more than 100 class actions and led MSP’s participation in Humana v.

Western Heritage (11th Cir.), MSP Recovery v.

Allstate (11th Cir.), and MSPA Claims 1, LLC v.

Kingsway Amigo Ins.

Ruiz has been involved as counsel in cases that have totaled more than $20 billion in settlements.

These class actions resulted in some of the largest awards in Florida against major insurance companies.

In total, Mr.

Ruiz has certified class actions against major car insurers in the State of Florida, resulting in the current and potential redistribution of billions of dollars in improperly paid claims spanning a period of more than 10 years.

Starting as early as 1996, Mr.

Ruiz filed class-action lawsuits on behalf of more than 30,000 Miami-Dade County residents against the Florida Department of Agriculture for trespassing onto the private properties of homeowners and chopping down their citrus trees without any compensation.

The case was ultimately certified, and the Department of Agriculture directly compensated all members of the aggrieved class.

Ruiz represented consumers in a class action lawsuit against Firestone that resulted in dozens of fatalities and thousands of serious blowouts.

Ruiz was also hired as local counsel by numerous out of state law firms that had pending cases in Florida courts.

The cases in aggregate settled for more than $30 million.

Ruiz also represented the families of crash victims in a wrongful death suit against Chalk’s International Ocean Airway.

Ruiz was the first lawyer to file a limited fund class action.

The case settled for a confidential agreed amount.

Ruiz is licensed to practice before the Court of Appeals for the Fourth Circuit, the US Court of Appeals for the Second Circuit, the US Court of Appeals for the Third Circuit, and the Florida Supreme Court.

Quesada is a founding member of LifeWallet and has served as Chief Legal Officer since its inception.

Quesada is also a Partner at MSP Recovery Law Firm.

With over 16 years of healthcare and complex commercial litigation experience, Mr.

Quesada oversees LifeWallet’s in-house attorneys and several nationally recognized law firms that assist MSP Recovery Law Firm in their recovery efforts.

Additionally, he develops LifeWallet’s legal strategies and spearheads execution.

Quesada led the execution of federal appellate strategies in MSP Recovery cases resulting in landmark legal victories and new Medicare Secondary Payer Act precedent benefitting Medicare entities across the country.

These legal victories include MSP Recovery v.

Allstate (11th Cir.), MSPA Claims 1 v.

Tenet (11th Cir.), MSPA Claims 1 v.

Kingsway Amigo (11th Cir.), and MSP

Recovery Claims Series v.

Ace American (11th Cir.).

Quesada currently serves on the Board of Directors of USA Water Polo, Inc.

Ophir Sternberg .

Ophir Sternberg has been the Chairman, President and Chief Executive Officer of the Company since inception, has over 28 years of experience acquiring, developing, repositioning and investing in all segments of the real

estate industry, including office, industrial, retail, hospitality, ultra-luxury residential condominiums and land acquisitions.

Sternberg is the Founder and Chief Executive Officer of Miami-based Lionheart Capital, founded in 2010.

Sternberg began his career assembling, acquiring and developing properties in emerging neighborhoods in New York City, which established his reputation for identifying assets with unrealized potential and combining innovative partnerships

with efficient financing structures to realize above average returns.

Ophir Sternberg is a Board Member of the Company, and was previously the Chairman, President and Chief Executive Officer of Lionheart Acquisition Corporation II, the SPAC through which LifeWallet became a publicly traded company.

Sternberg has over 30 years of experience acquiring, developing, repositioning, and investing in all segments of the real estate industry, including office, retail, ultra-luxury residential condominiums, hospitality, industrial, and land acquisitions.

Sternberg is the Founder and Chief Executive Officer of Miami/Fort Lauderdale based Lionheart Capital, founded in 2010.

Sternberg began his career assembling, acquiring, and developing properties in emerging neighborhoods in New York City, which established his reputation for identifying assets with unrealized potential and combining innovative partnerships with efficient financing structures to realize above average returns.

Sternberg came to the United States in 1993 after completing three years of military service within an elite combat unit for the Israeli Defense Forces.

Sternberg’s leadership, Lionheart Capital executed numerous prominent real estate transactions and repositions, including The Ritz-Carlton Residences in Miami Beach, which resulted in a total sell-out value in excess of $550 million, as well

as purchase of the development’s site, the former Miami Heart Institute.

Additionally, Mr.

Sternberg led the $120 million sale of The Seagull Hotel, making it the highest grossing hotel sale of 2020 in Miami Beach.

Sternberg and Lionheart

Capital are currently in development on a number of other projects, including retail properties in Miami’s fashion and culture epicenter, The Design District.

In addition to The Ritz-Carlton Residences, Miami Beach, Lionheart Capital also

developed The Ritz-Carlton Residences Singer Island, Palm Beach, cementing a reputation for developing high-end luxury branded properties.

Sternberg founded Out of the Box Ventures, LLC, a Lionheart Capital subsidiary, to acquire

and reposition distressed retail properties throughout the United States.

With 19 properties in 14 states, Out of the Box Ventures currently controls over 5 million square feet of big box stores, shopping centers and enclosed regional mall

properties with plans to improve and expand upon these acquisitions.

Sternberg and Lionheart Capital are dedicated to working with best-in-class operators and partners such as Marriot International.

Lionheart Capital has been able to

execute numerous, marquee transactions due largely in part to Mr.

Sternberg’s extensive industry relationships particularly with key institutional investors.

Sternberg and Lionheart Capital are currently in development on a number of other projects, including retail properties in Miami’s fashion and culture epicenter, The Design District and a pre-war building located in the Gold Coast of Greenwich Village and built in 1928.

In addition to The Ritz-Carlton Residences, Miami Beach, Lionheart Capital also partnered with Ritz-Carlton to brand The Ritz-Carlton Residences Singer Island, Palm Beach, cementing a reputation for bringing to market high-end luxury branded properties.

Sternberg founded Out of the Box Ventures, LLC, a Lionheart Capital subsidiary, to acquire and reposition distressed retail properties throughout the United States.

With 13 properties in 10 states, Out of the Box Ventures currently controls over 3 million square feet of big box stores, shopping centers, and enclosed regional mall properties with plans to improve and expand upon these acquisitions.

Sternberg and Lionheart Capital are dedicated to working with best-in-class operators and partners such as Marriott International.

Lionheart Capital has been able to execute numerous, marquee transactions due largely to Mr.

Sternberg’s extensive industry relationships particularly with key institutional investors.

In March 2020, Mr.

Sternberg became Chairman of Nasdaq-listed OPES, which on June

30, 2020, announced a definitive agreement to merge with BurgerFi International LLC.

The OPES-BurgerFi merger closed on December 16, 2020 to form BurgerFi, a fast-causal “better burger” concept that consists of approximately 120 restaurants

nationally and internationally.

Sternberg is the Chairman of the post-combination Nasdaq-listed company, BurgerFi (NASDAQ:

Sternberg became Chairman of Nasdaq-listed OPES, and on June 30, 2020, announced the SPAC’s initial business combination with BurgerFi, a fast-casual “better burger”

concept that consists of approximately 120 restaurants nationally and internationally.

The OPES-BurgerFi business combination closed on December 16, 2020 and Mr.

Sternberg is the Executive Chairman of the post-combination Nasdaq-listed company, BurgerFi International, Inc.

The OPES team, led by Mr.

Sternberg, evaluated over 50 potential targets and negotiated business combination

terms with multiple candidates in a span of a few months and acquired BurgerFi at what it believed was an attractive multiple relative to its peers.

Sternberg is also the Chairman, President and Chief Executive Officer of Lionheart III

Corp and Lionheart IV Corp, SPACs that will seek to acquire a broad range of businesses.

Sternberg is qualified to serve as a director due to his extensive experience in acquiring, developing, repositioning and investing in all segments

of the real estate industry.

Paul Rapisarda .

Paul Rapisarda currently serves as our Chief Financial Officer, has also served as Chief Financial Officer at Lionheart Capital and Out of the Box Ventures since 2019.

In addition, he has served as Chief Financial

Officer of Lionheart III and Lionheart IV since March 2021.

Rapisarda is an experienced public company C-suite executive and investment banking professional with more than 25 years working in and for a variety of public and private

Prior to joining Lionheart Capital in June 2019, he served as Chief Financial Officer at Etrion Corp.

(TSX:ETX), a dual-listed (Canada/Sweden) solar energy development company from October 2015 to December 2017.

part of The Lundin Group, a portfolio of 13 public companies in the energy and mining sectors with a combined market capitalization in excess of $16 billion, started or sponsored by the Lundin family.

Rapisarda was responsible for

managing all finance functions, including financial reporting, treasury & cash management, corporate finance, regulatory/SEC compliance matters and investor relations.

In addition, Mr.

Rapisarda established Garrison Capital Advisors LLC,

a financial advisory and consulting services company in 2014.

From 2008 to 2014, he worked for another dual-listed company (Canada/United States), Atlantic Power Corporation (NYSE:AT), most recently serving as Executive Vice

President-Commercial Development.

The company was a portfolio company controlled by Arclight Capital Partners, a private equity firm with $10.4 billion of assets under management and a focus on the energy sector.

He was a key member of the

executive team that successfully engineered the $1.8 billion merger with Capital Power Income L.P.

and had primary responsibility for the investment of over $1.2 billion in capital from 2008-2012.

Prior to Atlantic Power, Mr.

Rapisarda worked

for over 20 years in investment banking and private equity for several firms, including Compass Advisers LLP, Schroders, Merrill Lynch and BT Securities.

He has also acted as a board member at several emerging growth companies, primarily in

the energy, technology and infrastructure sectors.

Rapisarda has a B.A.

from Amherst College and an M.B.A.

from the Harvard Business School.

Faquiry Diaz Cala .

Faquiry Diaz Cala currently serves as our Chief Operating Officer, also serves as the Chief Operating Officer for Lionheart Capital and its affiliated entities.

In this role, he leads the Mergers

& Acquisitions and Corporate Strategy divisions.

An investor and operator, over the past 25 years, Mr.

Diaz Cala has held positions as an executive, board member, and observer at various public and private corporations in the US and

internationally.

Diaz Cala also serves as Chief of Mergers and Acquisitions and Corporate Strategy at BurgerFi International, Inc., where Ophir Sternberg serves as Executive Chairman.

He has also served on the boards of several non-profit

organizations and educational institutions.

Diaz Cala also serves as the Chief Operating Officer of Lionheart III and Lionheart IV.

He is a graduate of the Wharton School at the University of Pennsylvania and resides in Miami, Florida.

James Anderson .

James Anderson has served as a member of the LCAP Board since 2021 and has over 40 years of entrepreneurial business experience with a major focus in real estate and business development including internationally.

either been a sole founder or founding partner in several commercial ventures.

He has been an owner/broker of JA Real Estate Partners, LLC (New York, NY) since 2001.

He co-founded Iowa State Commercial Investment Company, LLC in 2017;

acted as Senior Advisor to F&T Group from 2008-2014 in connection with the Nanjing World Trade Center mixed-use development project;

in 1998 he founded and was the initial president of Fultonex International Realty (New York.

is owned by F&T Group;

and he was a regional manager/vice president of DeWolfe Companies, Inc.

from 1989-1996.

Anderson resided in China for nearly 10 years (2008-2017) where he was involved in numerous business/real estate

development projects.

Anderson also serves on the board of directors of Lionheart III and Lionheart IV.

He holds a BBA degree from the University of Iowa.

Anderson is qualified to serve as a director due to his extensive global

experience in real estate and business development.

Thomas Byrne .

Thomas Byrne has served as a member of the LCAP Board since 2021 and has over 30 years of experience managing and investing in both public and private growth companies and is the co-founder and Chief Strategy Officer of

Kaptyn Holding Corp., an electric vehicle rideshare company since November 2018.

He is also a general partner of New River Capital Partners, LP, a private equity fund which he co-founded in 1997.

From 2015 to 2016 he served as the President

of Pivotal Fitness.

From 2004 to 2014, he was an executive of Swisher Hygiene, most recently as its CEO.

Byrne co-founded Service Acquisition Corp.

International, a SPAC that later merged into Jamba Juice, where he served on the

company’s board and Audit Committee until 2010.

From 1988 to 1996, Mr.

Byrne was an executive at Blockbuster Entertainment Group, a division of Viacom, where he last served as its Vice-Chairman and President of the Viacom Retail Group.

1984 to 1988, Mr.

Byrne served as a CPA with KPMG.

He has also served on the boards of Jamba Juice, LDN CBD, Reel.com, Avaltus, ITC Learning, The Transformational Travel Council and Friends of Birch State Park.

Byrne also serves on the

board of directors of Lionheart III and Lionheart IV.

Byrne is qualified to serve as a director due to his broad leadership experience in the public and private sector.

Thomas Hawkins .

Thomas Hawkins has served as a member of the LCAP Board since 2021.

He has completed hundreds of transactions including acquisitions of publicly traded and private companies, financings, divestitures, complex joint

ventures and partnerships resulting in significant positive financial impact for investors.

With experience in multiple industry verticals, Mr.

Hawkins has served on boards, board committees and as board secretary in public and private

corporations, advising boards on sophisticated transactions, risk and crisis management in highly regulated industries and developing corporate governance infrastructure.

Hawkins helped develop the legal division of Blockbuster, beginning

his tenure there when there were only 23 stores, and was promoted to General Counsel early in his tenure.

As General Counsel, he led the $8.5 billion sale to Viacom in 1994, with 5500 stores in 14 countries, and other film, production and

distribution businesses, and the related tender for Paramount Communications.

Hawkins also helped build the Corporate Development department at AutoNation that delivered over 300 transactions, $5 billion in acquisitions, and grew into the

largest publicly traded automotive retailer.

Acquisitions formed AutoNation’s dealer network and subsequent spin off companies including ANC Rental Corp., owner of National Car Rental and Alamo Car Rental, and Republic Services, a solid waste

Hawkins also drove strategic alignment as member of the executive leadership team for Mednax Health, a high growth, high margin healthcare company which experienced a 500% + market cap increase and 300% increase in revenue over 9

years, and Mr.

Hawkins also initiated the Government Relations function for this highly regulated business and partnered in the launch of new service lines to fuel additional growth.

Hawkins served on the board of directors of a

newly established private equity management company providing oversight for businesses engaged in the automotive retail, healthcare, technology enabled services and waste management industries.

Hawkins currently serves on the board of

directors of the Alumni Association of the University of Michigan and Jumptuit Inc., a data analytics technology company.

Hawkins also serves on the board of directors of Lionheart III and Lionheart IV.

Hawkins received his Juris

Doctor from Northwestern University in 1986 and his A.B.

Sternberg, evaluated over 50 potential targets and negotiated business combination terms with multiple candidates in a span of a few months and acquired BurgerFi at what it believed was an attractive multiple relative to its peers.

On October 11, 2021, BurgerFi, led by Ophir Sternberg as Executive Chairman, announced the acquisition of Anthony’s Coal Fired Pizza & Wings, creating a multi-brand platform of premium casual restaurant concepts.

With the acquisition of Anthony’s, BurgerFi now has 180 systemwide restaurant locations across the country through its two premium casual dining brands, with 61 Anthony’s locations and 119 BurgerFi locations.

In May 2021, Lionheart Capital acquired the legendary and iconic American speed boat racing brand, Cigarette Racing Team, synonymous with custom-made, handcrafted, high-powered luxury performance powerboats.

The Cigarette brand has grown in sophistication, becoming a product excellence company which focuses on impeccable engineering and beautiful design.

Cigarette now builds the finest powerboats for the most loyal and discriminating performance boaters, using only the best in materials, technology, and workmanship.

Sternberg is also the Chairman, President, and Chief Executive Officer of Lionheart III Corp, a SPAC that was originally formed for a $100 million raise, but on November 8, 2021, closed on its initial public offering at an upsized $125 million.

Lionheart III Corp, under the ticker symbol LION, was welcomed into the Nasdaq family.

On July 26, 2022, Lionheart III announced its business combination agreement with Security Matters Limited (“SMX”) (ASX:SMX), a publicly traded company on the Australian Securities Exchange, bringing the expected combined entity value to $360M.

SMX creates a sustainable system within the current supply chain, designed for the 21st century economy.

The SMX business combination closed on March 8, 2023.

Beatriz Assapimonwait .

Beatriz (Betty) Assapimonwait has over 40 years of experience in the managed health care industry.

Assapimonwait was, up until August 2021, Regional President for the South Florida region at Humana Inc.

(NYSE:HUM) ("Humana"), one of the largest private insurance health insurers in the U.S.

with a focus on administering Medicare Advantage plans.

In her role at Humana, Ms.

Assapimonwait was responsible for developing market strategies and leading all market operations for all Medicare lines of business, including HMOs and PPOs for the South Florida region.

Prior to her role at Humana, she served as CEO of Family Physicians of Winter Park, Inc., until its acquisition by Humana, where from December 2016 to July 2019, she led the strategic and operational efforts of a global risk MSO with 22 primary clinics in the Central Florida Region.

Additionally, she served as the Vice President of Medicare Advantage Prescription Drug Plans at Aetna, Inc.

from November 2014 to November 2016;

Chief Operations Officer at Innovacare Health, from January 2014 to October 2014;

Founder and President of Seven Stars Quality Healthcare, from July 2013 to December 2013;

and Regional President for the North Florida region at Humana, from January 2009 to June 2013.

Assapimonwait was appointed to serve on the board of directors of CareMax Inc.

(Nasdaq:CMAX) in September 2021 and also serves as the Chair of the Strategy and Operations Committee since September 2021.

She earned her Bachelor of Arts degree from Florida International University in 1983, and is certified in Healthcare Compliance by the Health Care Compliance Association and in HIPAA Compliance from Kennesaw State University.

She has won several awards and commendations, including being a

Stevie Award Finalist of the American Business Awards for Best Customer Service Organization in 2004 and appointed Preceptor and Clinical Adjunct Faculty for the Healthcare Administration Program in 1997 at the University of Houston-Clear Lake.

Arrigo is a co-founder and the chief executive officer of No World Borders, Inc., a healthcare data, regulations, and economics firm with clients in the pharmaceutical, medical device, hospital, surgical center, physician group, diagnostic imaging, laboratory and genetic testing, health information technology, and health insurance markets.

In his role at No World Borders, Inc., Mr.

Arrigo advises MAOs who provide health insurance under Part C of the Medicare Act and serves as an expert witness regarding medical coding and medical billing, fraud damages, HIPAA privacy, and Electronic Health Record software.

Prior to his current role, Mr.

Arrigo served as Vice President at First American Financial (NYSE:

FAF) from October 2002 to February 2007, overseeing eCommerce and regulatory compliance technology initiatives for top mortgage banks;

Vice President of Fidelity National Financial (NYSE:

FNF) from 2002 to 2003;

chief executive officer of one of the first cloud-based billing software companies, Erogo, from 2000 to 2002;

Vice President of Marketing for an email encryption and security software company until its acquisition by a company that merged into Axway Software SA (Euronext:

AXW.PA) from 1999 to 2000;

CEO of LeadersOnline, an online recruiting venture of Heidrick & Struggles from 1997 to 1999;

management consultant to Hewlett Packard, Oracle, and Symantec from 1994 to 1997;

Vice President of Marketing for a software company acquired by a company that merged into Cincom Systems from 1992 to 1994;

Product Manager at Ashton-Tate from 1987 to 1992 responsible for database software products including Microsoft/Sybase SQL Server.

Arrigo earned his Bachelor of Science in Business Administration from the University of Southern California in 1981.

His post-graduate studies include biomedical ethics at Harvard Medical School, biomedical informatics at Stanford Medical School, blockchain and crypto-economics at the Massachusetts Institute of Technology, and training as a Certified Professional Medical Auditor (CPMA).

Thomas Hawkins previously served as a Management Consultant for MEDNAX, Inc.

from February 2014 to December 2017, after serving as General Counsel and Board Secretary from April 2003 to August 2012.

Prior to that, Mr.

Hawkins worked for New River Capital Partners as a Partner from January 2000 to March 2003;

AutoNation, Inc.

as Senior Vice President of Corporate Development from May 1996 to December 1999;

as Executive Vice President from September 1994 to May 1996;

and Blockbuster Entertainment Corporation as Senior Vice President, General Counsel, and Secretary from October 1989 to September 1994.

Hawkins has been a board member of MSP Recovery, Inc.

since May 2022, and currently serves on the board of directors of SMX (Security Matters) Public Limited Company (from March 2023 to present), Jumptuit Inc., a data analytics technology company (from November 2019 to present), and the Alumni Association of the University of Michigan (from October 2019 to present).

Hawkins received his Juris Doctor from Northwestern University in 1986 and his A.B.

in Political Science from the University of Michigan in 1983.

Hawkins is qualified to serve as a director due to his previous board and committee service across multiple industries.

Roger Meltzer, Esq .

Roger Meltzer has served as a member of the LCAP Board since 2021.

Meltzer has practiced law at DLA Piper LLP since 2007 and has held various roles:

Global Co-Chairman, since 2015, and currently

as Chairman Emeritus;

Americas Co-Chairman, since 2013;

Member, Office of the Chair, since 2011;

Member, Global Board, since 2008;

Roger Meltzer .

Meltzer practiced law at DLA Piper LLP from 2007 and held various roles:

Global Co-Chairman (2015 through 2020), and currently as Chairman Emeritus;

Americas Co-Chairman (2013 through 2020);

Member, Office of the Chair (2011 through 2020);

Member, Global Board (2008 through 2020);

Co-Chairman, U.S.

Executive Committee, since 2013;

Executive Committee, since 2007;

Co-Chairman, Corporate Finance Practice, 2007 through 2015.

Executive Committee (2013 through 2020);

Executive Committee (2007 through 2020);

and Global Co-Chairman, Corporate Finance Practice (2007 through 2015).

Prior to joining DLA Piper LLP, Mr.

Meltzer practiced law at Cahill Gordon & Reindel LLP from 1977 through 2007 where he was a member of the Executive Committee from 1987 through

2007, Co-Administrative Partner and Hiring Partner from 1987 through 1999, and Partner from 1984 through 2007.

Meltzer currently serves on the Advisory Board of Harvard Law School Center on the Legal Profession (May 2015—Present);

of Trustees, New York University Law School (September 2011—Present);

and the Corporate Advisory Board, John Hopkins, Carey Business School (January 2009—December 2012).

Meltzer practiced law at Cahill Gordon & Reindel LLP from 1977 to 2007 where he was a member of the Executive Committee from 1987 through 2007, Co-Administrative Partner and Hiring Partner from 1987 through 1999, and Partner from 1984 through 2007.

Meltzer currently serves on the Advisory Board of Harvard Law School Center on the Legal Profession (May 2015—Present);

and the Board of Trustees, New York University Law School (September 2011—Present);

and previously served on the Corporate Advisory Board, John Hopkins, Carey Business School (January 2009—December 2012).

He has previously served on the board of directors of:

The Legal Aid

Society (November 2013 to January 2020), Hain Celestial Group, Inc.

(December 2000 to February 2020) and The Coinmach Service Corporation (December 2009 to June 2013).

Meltzer has also received several awards and honors and has been

actively involved in philanthropic activity throughout his career.

Lionheart II Corp (March 2021 to May 2022), Lionheart III Corp (March 2021 to August 2022), Haymaker Acquisition Corp.

III (February 2021 to July 2022), certain subsidiaries of Nordic Aviation Capital (December 2021 to April 2022), The Legal Aid Society (November 2013 to January 2020), Hain Celestial Group, Inc.

(December 2000 to February 2020), American Lawyer Media (January 2010 to July 2014) and The Coinmach Service Corporation (December 2009 to June 2013).

Meltzer has also received several awards and honors and has been actively involved in philanthropic activity throughout his career.

Meltzer received Juris Doctor degree in law from New York University School of Law and an A.B.

from Harvard College.

In December 2021, Mr.

Meltzer joined the board of

directors of certain subsidiaries of Nordic Aviation Capital, an international aircraft leasing company that filed for chapter 11 bankruptcy earlier in December of 2021.

In February 2021, Mr.

Meltzer joined the board of directors and the

audit committee of Haymaker Acquisition Corp.

HYAC) (“HYAC”), a special purpose acquisition corporation, and Ubicquia LLC, a privately-held smart lighting solutions provider.

Meltzer also serves on the board of directors of

Lionheart III and Lionheart IV.

Meltzer is qualified to serve as a director due to his experience representing clients on high-profile, complex, and cross-border matters and his leadership qualities.

Number and Terms of Office of Officers and Directors

We have five members of our Board.

Members of our Board are elected in each year, but we may not hold an annual meeting of stockholders until

after we consummate our Business Combination.

Our officers are appointed by our Board and serve at the discretion of our Board, rather than for specific terms of office.

Our Board is authorized to appoint persons to the offices set forth in our

bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be

determined by our Board.

Director Independence

Nasdaq listing standards require that a majority of our Board be independent.

An “independent director” is defined generally as a person other

than an officer or employee of a company or its subsidiaries or any other individual having a relationship which in the opinion of our Board, would interfere with the director’s exercise of independent judgment in carrying out the

responsibilities of a director.

Our Board has determined that James Anderson, Thomas Byrne, Thomas Hawkins and Roger Meltzer are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent

directors will have regularly scheduled “executive sessions” at which only independent directors are present.

Officer and Director Compensation

None of our officers or directors has received any cash compensation for services rendered to us.

We have agreed to pay our Sponsor a total of

$15,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees.

In addition, we may pay our Sponsor or any of our

existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our Business Combination.

These individuals will

also be reimbursed for any out of pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business Combinations.

Our audit committee will

review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed.

After the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting or

management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a

proposed Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the

time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or

recommended to our Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our Business

Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our Business Combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation

of our Business Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of

Committees of our Board of Directors

Our Board has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, the

rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be

comprised solely of independent directors.

Meltzer joined the board of directors of Haymaker Acquisition Corp.

4, a special purpose acquisition company focused on identifying and implementing value creation initiatives within the consumer and consumer-related products and services industries.

In February 2021, Mr.

Meltzer joined the board of directors of Ubicquia LLC, a smart solutions infrastructure company.

In May 2022, Mr.

Meltzer joined the board of directors of MSP Recovery, Inc.

following its business combination with Lionheart Acquisition Corp.

In June 2022, Mr.

Meltzer joined the board of directors of Aearo Holding LLC and affiliated entities.

In August 2022, Mr.

Meltzer joined the board of directors of Empatan Public Limited Company (“SMX”) following its business combination with Lionheart III Corp, Security Matters Limited and Aryeh Merger Sub Inc.

In January 2023, Mr.

Meltzer joined the board of directors of AID Holdings II (“Enlivant”), a senior living facility provider and portfolio company of TPG Capital L.P.

In February 2023, Mr.

Meltzer joined the board of directors of Klein Hersh, an executive recruitment firm that spans the life sciences continuum and healthcare industry.

In April 2023, Mr.

Meltzer joined the board of directors of Cyxtera Technologies, Inc., a company specializing in colocation and interconnection services, with a footprint of more than 60 data centers in over 30 markets.

May 2023, Mr.

Meltzer joined the board of directors of John C.

Heath, Attorney at Law PC d/b/a/ Lexington Law, an industry leader specializing in credit repair services.

Executive Officers

Ruiz - See “- Management and Board of Directors .”

Quesada - See “- Management and Board of Directors .”

Alexandra Plasencia .

Alexandra Plasencia currently serves as the General Counsel of MSP Recovery, Inc.

Prior to becoming General Counsel, Ms.

Plasencia served as the Company’s Chief Compliance Officer and Corporate Counsel.

Plasencia is a corporate and healthcare attorney who focuses her practice on complex business transactions, contracting, and healthcare and organizational compliance.

Plasencia utilizes her comprehensive healthcare background to advise the Company on a full spectrum of legal and regulatory business issues.

Prior to her role at the Company, Alexandra was General Counsel and Corporate Secretary for Conviva Care Solutions, a management services organization overseeing 300,000 patients, throughout 300 practices and 800 clinicians throughout Florida and Texas.

In that role, Ms.

Plasencia worked closely with and advised the board of directors, developed the organization’s legal strategy and oversaw legal affairs, including acquisitions, regulatory compliance & oversight, corporate governance, litigation oversight, and provider, payor, and physician contracting.

Plasencia has extensive experience in managed care and full-risk arrangements.

Prior to her role with Conviva, Ms.

Plasencia was the General Counsel for MCCI Medical Group where she developed a legal team and oversaw the company’s legal and organizational strategy.

During her tenure, Ms.

Plasencia handled various multi-million-dollar acquisitions, corporate financing, and successfully integrated various physician practices into MCCI.

Most notably, Ms.

Plasencia represented MCCI in its sale to Humana and played a pivotal role in the structure, development and creation of Conviva Care Solutions and Conviva Physician Group.

Plasencia earned her Juris Doctor and MBA in 2011 from the University of Miami, where she also received her BBA from the School of Business.

Plasencia has supported and contributed her time to Kristi House, the Leadership Learning Center, Amigos for Kids, and the Friends of St.

Ricardo Rivera .

Ricardo Rivera currently serves as Chief Operating Officer and has served as the interim Chief Financial Officer of MSP Recovery, Inc.

since June 29, 2023.

Rivera joined the Company in September 2019, and from September 2019 until July 2021, Mr.

Rivera served as the Chief of Staff.

Over the past 25 years Mr.

Rivera has held positions as COO & CFO at various private corporations in the US and internationally.

Before joining the Company, Mr.

Rivera was COO & CFO of Transatlantic Power Fund Management, LLC, a subsidiary of Transatlantic Power Holdings LLC.

Rivera has a Master’s in Professional Accounting and a BBA in Accounting from the University of Miami.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

During the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K that would be material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the Company.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and greater than 10% shareholders, to file reports of ownership and changes in ownership of the Company’s securities with the SEC.

Copies of the reports are required by SEC regulation to be furnished to the Company.

We believe that, during 2022, our directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements, except for:

(i) a late Form 4 filing by Frank C.

Quesada dated June 8, 2022 to report the purchase warrants by the reporting person;

(ii) a late Form 4/A filing by Frank C.

Quesada dated June 14, 2022 to report the purchase warrants by the reporting person;

(iii) a late Form 4 filing by Michael F.

Arrigo dated June 3, 2022 to report the purchase of Class A common shares by the reporting person;

and (iv) a late Form 4 filing by John H.

Ruiz dated November 23, 2022 to report to report the purchase of Class A common shares by the reporting person.

Corporate Governance Principles and Code of Ethics

Our Board is committed to sound corporate governance principles and practices.

In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, our Board adopted Corporate Governance Guidelines applicable to our directors, executive officers and employees that complies with the rules and regulations of Nasdaq.

A copy of our Corporate Governance Guidelines is available on our corporate website at https://investor.lifewallet.com, in the “Documents & Charters”

section in the “Corporate Governance”

The information on our website shall not be deemed incorporated by reference in this Form 10-K.

You also may obtain without charge a printed copy of the

Corporate Governance Guidelines by sending a written request to:

LifeWallet General Counsel, 2701 South Le Jeune Road, Floor 10, Coral Gables, Florida 33134.

Board of Directors

The business and affairs of the Company are managed by or under the direction of the Board.

The Board is currently composed of seven members.

The Board held eight meetings and acted by written consent without a meeting on one occasion during the year ended December 31, 2021.

In 2022, each person serving as a director attended at least 75% of the total number of meetings of our Board and any Board committee on which he or she served.

Board Committees

Pursuant to our bylaws, our Board may establish one or more committees of the Board however designated, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

The standing committees of our Board currently include an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

Each of the committees reports to the Board as such committee deems appropriate and as the Board may request.

The composition, duties, and responsibilities of these committees are as follows:

Audit Committee

We established an audit committee of the Board.

James Anderson, Thomas Byrne, Thomas Hawkins and Roger Meltzer serve as members of our audit

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

Each member of the audit committee is financially literate and our Board has determined that Thomas Byrne qualifies as an “audit committee

financial expert” as defined in applicable SEC rules.

We adopted an audit committee charter, which details the principal functions of the audit committee, including:

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing

pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent auditors;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material

issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more

independent audits carried out by the firm and any steps taken to deal with such issues;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators

or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the

Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We established a compensation committee of our Board.

James Anderson, Thomas Byrne, Thomas Hawkins and Roger Meltzer serve as members of our

compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

We adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s

performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving on an annual basis the compensation of all of our other officers;

reviewing on an annual basis our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

if required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

It is likely that prior to the consummation of a Business Combination, our compensation committee will only be responsible for the review and

recommendation of any compensation arrangements to be entered into in connection with such Business Combination.

Our compensation committee’s charter also provides that our compensation committee may, in its sole discretion, retain or obtain the advice of a

compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation

consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of a listed company’s

independent directors may recommend a director nominee for selection by the board of directors.

Our Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director

nominees without the formation of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

Our Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed

nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election to the Board are advised to follow the procedures

set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for director nominees.

general, in identifying and evaluating nominees for director, our Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability

to represent the best interests of our stockholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any

entity that has one or more officers serving on our Board.

Code of Ethics

We adopted a Code of Ethics applicable to our directors, officers and employees, and we have filed a copy of our Code of Ethics as an exhibit to

this Annual Report on Form 10-K.

You will be able to review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov.

In addition, a copy of our Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to

other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

These entities, including Lionheart III and Lionheart IV, may compete with us for acquisition opportunities.

these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to

which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she may honor his or her fiduciary or contractual obligations to present such opportunity to such entity first, including

Lionheart III or Lionheart IV, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

These conflicts may not be resolved in our favor and a potential target business may be

presented to another entity prior to its presentation to us.

The Sponsor and our directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in

connection with their initial business combinations, prior to us completing our initial business combination.

Our management team, in their capacities as directors, officers or employees of the Sponsor or its affiliates or in their other

endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by the Sponsor, or third parties, before they present such opportunities to us,

subject to his fiduciary duties under Delaware law and any other applicable fiduciary duties.

For example, Messrs.

Sternberg, Rapisarda and Diaz Cala are currently officers or directors of, each of Lionheart III and Lionheart IV and each owes

fiduciary duties to Lionheart III and Lionheart IV and Mr.

Meltzer is currently a director of HYAC, each such entity may compete with us for acquisition opportunities.

We believe, however, that (aside from Lionheart III, Lionheart IV and HYAC)

the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination.

Our Existing Charter provides that we renounce our interest in any corporate

opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Investors should also be aware of the following other potential conflicts of interest:

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among

various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us

as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our Sponsor, officers, directors and Nomura have agreed to waive their redemption rights with respect to any Founder Shares, private shares and any public shares held by them in

connection with the consummation of our Business Combination.

Additionally, our Sponsor, officers, directors and Nomura have agreed to waive their redemption rights with respect to any Founder Shares and private shares held by them if

we fail to consummate our Business Combination within 24 months after the IPO Closing Date.

If we do not complete our Business Combination within such 18-month period, the proceeds of the sale of the Private Units held in the Trust

Account will be used to fund the redemption of our public shares, and the Private Warrants will expire worthless.

With certain limited exceptions, the Founder Shares will not be transferable, assignable by our Sponsor until the earlier

(A) six months after the completion of our Business Combination or (B) subsequent to our Business Combination, (x) if the last reported sale price of our Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock

splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our Business Combination, or (y) the date on which we complete a

liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

certain limited exceptions, the private shares and the Private Warrants and the Class A Common Stock underlying such warrants, will not be transferable, assignable or saleable by the initial purchasers of the Private Units or their

permitted transferees until 30 days after the completion of our Business Combination.

Since our Sponsor and officers and directors may directly or indirectly own common stock and warrants following our Public Offering, our officers and

directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination.

Permitted transferees of the Founder Shares would be subject to

the same restrictions.

Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and

directors was included by a target business as a condition to any agreement with respect to our Business Combination.

The Sponsor and our officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from the

Sponsor or an affiliate of the Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,000,000 of such loans may be convertible into units, at a

price of $10.00 per unit, or warrants, at a price of $1.00 per warrant, at the option of the lender.

The units would be identical to the Private Units and the warrants would be identical to the Private Warrants.

The approximate value of

the Sponsor’s interest in the Post Combination Company is $56.1 million, consisting of 5,642,000 shares of Class A Common Stock.

The approximate value was calculated based on a trailing 30-day average price of $9.94 per share.

basis of this investment was approximately $5,975,000, consisting of 595,000 private placement units at $10.00 per unit, or $5,950,000, plus the purchase of 5,667,500 shares of Class B Common Stock for $24,641.

In addition, our independent directors will receive a grant of 10,000 shares of Class A Common Stock at the time of the consummation of the Proposed Business Combination.

approximate value of this grant is $100,000 (10,000 shares at a price of $10.00 per share).

These shares will come from the pool of Founder Shares and will not result in any dilution to Public Stockholders or the Members.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business

opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting

business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or

officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be

reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual

Entity’s Business

Ophir Sternberg

BurgerFi International Inc.

Restaurant chain company

Executive Chairman

Lionheart III Corp

Chairman, President and Chief Executive Officer

Lionheart IV Corp

Chairman, President and Chief Executive Officer

Lionheart Capital LLC

Real estate investment firm

Meltzer, and Mr.

Arrigo serve on the Audit Committee.

Hawkins qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act, and serves as Chairperson of the Audit Committee.

The Audit Committee operates under a written charter adopted by the Board of Directors.

According to its charter, the Audit Committee shall consist of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of Nasdaq, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c).

The charter contains a detailed description of the scope of the Audit Committee’s responsibilities and how they will be carried out.

The Audit Committee’s charter is available on our website at https://investor.lifewallet.com, in the “Documents & Charters”

section in the “Corporate Governance”

The information on our website shall not be deemed incorporated by reference in this Form 10-K.

The Audit Committee held two meetings during the year ended December 31, 2022.

Executive Compensation.

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by, and paid to the named executive officers of LifeWallet for services rendered to LifeWallet in all capacities for the years indicated.

Summary Compensation Table 5

Name and Principal Position

Chief Executive Officer

Lionheart Management LLC

Real estate holding company

Out of the Box Holdings LLC

Retail space redevelopment company

Whitecap Lofts, LLC

Retail space redevelopment company

6610 Mooretown Road, LLC

Retail real estate company

Contrarian Retail Partners, LLC

Retail real estate company

Cigarette Holdings, LLC

Own and operate Cigarette Racing Team

Non-controlling Member

RC Lakehouse, LLC

Residential real estate holding company

Non-controlling Member

Entity’s Business

Paul Rapisarda

Lionheart Capital LLC

Real estate investment firm

Chief Financial Officer

Lionheart Management LLC

Real estate holding company

Chief Financial Officer

Lionheart III Corp

Chief Financial Officer

Lionheart IV Corp

Chief Financial Officer

Out of the Box Holdings LLC

Retail space redevelopment company

Chief Financial Officer

Garrison Capital Advisors LLC

Financial consulting and advisory services company

Whitecap Lofts, LLC

Retail space redevelopment company

Chief Financial Officer

6610 Mooretown Road, LLC

Retail real estate company

Chief Financial Officer

Contrarian Retail Partners, LLC

Retail real estate company

Chief Financial Officer

Faquiry Diaz Cala

Lionheart Capital LLC

Real estate investment firm

Chief Operating Officer

BurgerFi International, Inc.

Restaurant chain company

Chief of Mergers and Acquisitions and Corporate Strategy

Lionheart III Corp

Chief Operating Officer

Lionheart IV Corp

Chief Legal Officer

Ricardo Rivera

Chief Operating Officer

James Anderson

Lionheart III Corp

Lionheart IV Corp

Lionheart III Corp

Lionheart IV Corp

Kaptyn Holding Corp.

Electric Vehicle Rideshare Company

Co-Founder and Chief Strategy Officer

New River Capital Partners, LP

Private Equity Fund

General Partner

The salary amounts represent the actual amounts paid during the fiscal year.

Amounts reported in the “All Other Compensation”

column reflect amounts paid to our named executive officers by the Law Firm for their services to the Company.

The relationship between the Company and the Law Firm, which is an entity that is not part of the Business Combination, is fully described in “Certain Relationships and Related Party Transactions—Certain Relationships and Related Party Transactions-The Company—Legal Services-MSP Recovery Law Firm.”

Except as detailed below, in 2022 and 2021, the total amount of perquisites and personal benefits for each of the NEOs was less than $10,000.

All Other Compensation includes:

$89,832 paid by the Law Firm for life insurance premium and $48,000 for personal security paid by Law Firm to a limited liability company.

All Other Compensation includes:

$350,000 paid by the Law Firm to a limited liability company, which is owned by Mr.

During the years 2022 and 2021, the NEOs did not receive Stock Awards, Option Awards, Nonequity incentive plan compensation nor Nonqualified deferred compensation earnings.

Narrative Disclosure to Summary Compensation Table

For 2022, the principal elements of compensation provided to the named executive officers were base salaries, bonuses, and broad-based employee benefits.

During 2022, each of our named executive officers received an annual base salary from the Company as a fixed component of compensation.

See the “Summary Compensation Table.”

Base salaries were either determined when the named executive officers entered into their employment agreements or were determined by the Compensation Committee, and are intended to attract and retain individuals with superior talent commensurate with their relative expertise and experience.

Considerations in determining base salary amounts include the executive’s performance, level of responsibility, experience, and comparative salaries in the marketplace.

Cash Bonus Compensation

The Company did not pay cash bonuses to any of the named executive officers during the fiscal year ended December 31, 2022.

Equity Compensation

The Company did not issue any equity compensation in fiscal year ended December 31, 2022.

The Company intends to issue equity awards under the Incentive Plan, a copy of which is filed as an Exhibit 10.16 to our Form S-1 Registration Statement filed on November 30, 2022.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2022, the named executive officers did not have any outstanding equity awards.

Fiscal Year 2022 Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the fiscal year ended December 31, 2022.

Other than as set forth in the table and described below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors.

Ruiz, our Chief Executive Officer, did not receive any compensation for his service as a member of our Board of Directors during 2022.

Quesada, our Chief Legal Officer, did not receive any compensation for his service as a member of our Board of Directors during 2022.

To the extent applicable, we reimburse non-employee directors for travel expenses incurred in attending meetings of our Board of Directors or any committee thereof.

2022 Non-Employee Director Compensation Table

Fees earned or

paid in cash ($)

Stock Awards ($)

Michael Arrigo

Beatriz Assapimonwait

Thomas Hawkins

Lionheart III Corp

Lionheart IV Corp

Alumni Association of the University of Michigan

Educational Outreach

Jumptuit Inc.

Data Analytics Technology Company

Roger Meltzer, Esq.

DLA Piper LLP (US)

Legal services

Haymaker Acquisition Corp.

Lionheart III Corp

Lionheart IV Corp

Smart lighting solutions provider

Accordingly, if any of the above executive officers and directors becomes aware of a Business Combination opportunity which is suitable for any

of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, and only present it

to us if such entity rejects the opportunity.

We are not prohibited from pursuing a Business Combination with a company that is affiliated with our Sponsor, officers or directors.

in the event we seek to complete our Business Combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent

accounting firm, that such a Business Combination is fair to us from a financial point of view.

In the event that we submit our Business Combination to our public stockholders for a vote, our Sponsor, officers, directors and Nomura have agreed to vote any Founder Shares and

private shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately negotiated transactions) in favor of our Business Combination.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent

authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or our

stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends,

unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided

for in our amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law

would permit such indemnification.

We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and

insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may

be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and

retain talented and experienced officers and directors.

Executive Compensation

None of our officers or directors has received any cash compensation for services rendered to us.

Commencing on August 18, 2020, we have agreed

to pay monthly recurring expenses of $15,000 to our Sponsor for office space, administrative and secretarial and administrative support.

Upon completion of a Business Combination or our liquidation, we will cease paying these monthly fees.

addition, we may pay our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigation and completing our

Business Combination.

The individuals will also be reimbursed for any out of pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business

Combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers, directors and our or their affiliates and will determine which fees and expenses and the amount of expenses that

will be reimbursed.

After the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting or

management fees from the combined company.

All of these fees will be fully disclosed to our stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a

proposed Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the

time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or

recommended to our Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of a

Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after a Business Combination.

The existence or terms of any such employment or

consummation of a Business Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party to any agreements with our officers and directors that provide for benefits upon

termination of employment.

Roger Meltzer

Ophir Sternberg

Narrative Disclosure to Director Compensation Table

During the fiscal year ended December 31, 2022, the Compensation Committee and the Board determined that each non-employee director was entitled to receive a $143,893 retainer per year regardless of committee services, paid in 30% cash and 70% equity.

In addition to the $143,893 retainer for each non-employee director, some directors received additional payment as follows:

$21,250 cash retainer per year for the chairman of the audit committee or $15,179 cash retainer per year for each other member of the audit committee;

$15,179 cash retainer per year for the chairman of the compensation committee or $11,536 cash retainer per year for each other member of the compensation committee.

Compensation for our non-employee directors is not limited to the payments determined by our compensation policies.

Our non-employee directors remain eligible to receive equity awards and cash or other compensation as may be provided from time to time at the discretion of our Board.

No such awards or payments were made in 2022.

Company Executive Officer and Director Compensation

The following disclosures concern employment agreements with the Company’s executive officers:

Employment Agreements.

We have entered into Employment Agreements with John H.

Ruiz and Frank C.

Employment Agreement with John H.

Ruiz serves as our Chief Executive Officer.

Under the terms of his employment agreement, he will earn a base salary of not less than $1,800,000, subject to annual review for potential increase (but not decrease) by the Board.

In addition, Mr.

Ruiz is eligible to receive an annual cash performance bonus of up to 100% of his base salary, based upon the achievement of individual and Company performance objectives and subject to Board approval.

In addition, Mr.

Ruiz is entitled to:

(i) participate in and be granted awards under the MSP Recovery Omnibus Incentive Plan effective as of May 18, 2022 at the discretion of the Board, (ii) participate in the employee benefit plans, including pension, medical, disability and life insurance offered by the Company, and (iii) reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses.

During the term of Mr.

Ruiz’s employment agreement, he will be bound by non-competition and non-solicitation obligations.

Upon a termination of Mr.

Ruiz’s employment without Cause (as defined in his employment agreement) or the resignation by Mr.

Ruiz for Good Reason (as defined in his employment agreement), Mr.

Ruiz will be entitled to receive all accrued, determined and unpaid compensation, a pro-rata bonus payment for the fiscal year of termination based on actual performance results for the full annual performance period and a severance payment of Mr.

base salary for a period of six months after the date of termination.

Employment Agreement with Frank C.

Quesada serves as our Chief Legal Officer.

Under the terms of his employment agreement, he will earn a base salary of not less than $600,000, subject to annual review for potential increase (but not decrease) by the Board.

In addition, Mr.

Quesada is eligible to receive an annual cash performance bonus of up to 100% of his base salary, based upon the achievement of individual and Company performance objectives and subject to Board approval.

In addition, Mr.

Quesada is entitled to:

During the term of Mr.

Quesada’s employment agreement, he will be bound by non-competition and non-solicitation obligations.

Upon a termination of Mr.

Quesada’s employment without Cause (as defined in his employment agreement) or the resignation by Mr.

Quesada for Good Reason (as defined in his employment agreement), Mr.

Quesada will be entitled to receive all accrued, determined and unpaid compensation, a pro-rata bonus payment for the fiscal year of termination based on actual performance results for the full annual performance period and a severance payment of Mr.

Quesada’s base salary for a period of six months after the date of termination.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

We have no compensation plans under which equity securities are authorized for issuance.

The following table sets forth information available to us as of March 3, 2022 with respect to the beneficial ownership of our common stock held

each person known by us to be the beneficial owner of more than 5% of our outstanding Class A Common Stock and Class B Common Stock;

each of our executive officers and directors that beneficially own shares of our Class A Common Stock and Class B Common Stock;

all executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of

Class A Common Stock and Class B Common Stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Warrants, as they are not exercisable within 60 days of March 3, 2022.

Name and Address of Beneficial Owner (1)

The following table sets forth information known by us regarding the beneficial ownership of the Common Stock as of June 30, 2023, by:

each person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock;

each of our current Named Executive Officers and directors;

all of our current executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The percentage of beneficial ownership is based on 132,235,874 shares of Class A Common Stock issued and outstanding as of June 30, 2023, and 3,106,616,119 shares of Class V Common Stock issued and outstanding as of June 30, 2023, as applicable, the only outstanding classes of the Company’s common stock.

At the Closing, the Class B Common Stock was automatically converted into shares of Class A Common Stock on a one-for-one basis.

Unless otherwise indicated, the address for each of the persons listed in the table is c/o MSP Recovery, Inc.

2701 Le Jeune Road, Floor 10 Coral Gables, Florida 33134.

Common Stock (1)

Common Stock (2)

Beneficial Owner Name

Number of Shares

Beneficially Owned

Percentage of Shares of

Outstanding Common Stock

Mizuho Financial Group, Inc.

Nomura Holdings, Inc.

Magnetar Financial LLC (4)

Bank of Montreal (5)

Marshall Wace, LLC (6)

Directors and Named Executive Officers

Number of Shares

Named Executive Officers & Directors

2,085,176,055

2,084,157,566

Quesada(5)(6)

Ricardo Rivera(7)

Alexandra Plasencia(8)

Beatriz Assapimonwait

Roger Meltzer(9)(10)(11)

Hawkins(9)(12)(13)

Ophir Sternberg(14)

Faquiry Diaz Cala (8)

All directors and officers as a group (9 individuals)

3,592,131,199

2,985,547,896

5% Stockholders

Virage Recovery Master LP(15)

Oliver SPV Holdings LLC(9)(16)

Alex Ruiz(17)

Paul Rapisarda

James Anderson

Roger Meltzer

All directors and executive officers as a group (7 individuals)

JLS Equities LLC(18)

Jessica Wasserstrom(9)(19)

Leviathan Group LLC

Virage Recovery Participation LP(21)

Series MRCS(22)

Brickell Key Investments LP(23)

* Less than one percent (1%)

This table is based on 12,703,631 shares of Class A Common Stock and 5,750,000 shares of Class B Common Stock outstanding as of March 3, 2022.

Beneficial ownership is determined in

accordance with the rules of the SEC.

Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with

respect to such shares.

Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is 4218 NE 2nd Avenue, Miami, FL 33137.

Based solely upon information contained in a Schedule 13G filed on February 14, 2022, represents 1,613,533 shares of Class A Common Stock.

The business address of Mizuho Financial

is 1-5-5 Otemachi, Chivoda-ku, Tokyo 100-8176, Japan.

Based solely upon information contained in a Schedule 13G filed on February 14, 2022, represents 1,537,087 shares of Class A Common Stock beneficially owned by Nomura Global Financial

Products, Inc., a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares.

The business address of Nomura Holdings, Inc.

is 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645,

Based solely upon information contained in a Schedule 13G filed on January 28, 2022 by Magnetar Financial LLC (“ Magnetar Financial ”),

Magnetar Capital Partners LP (“ Magnetar Capital Partners ”), Supernova Management LLC (“ Supernova Management ”), and

Litowitz, represents 1,444,754 shares of Class A Common Stock held for Magnetar Constellation Fund II, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Systematic Multi-Strategy Master Fund Ltd, Magnetar Capital Master

Fund Ltd, Magnetar Discovery Master Fund Ltd, Magnetar Xing He Master Fund Ltd, Purpose Alternative Credit Fund Ltd, Magnetar SC Fund Ltd, all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP, a Delaware limited

partnership; Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, Delaware limited liability companies; collectively (the “ Magnetar Funds ”).

Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole

member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

The business address of Magnetar Financial, Magnetar

Capital Partners, Supernova Management, and Mr.

Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Based solely upon information contained in a Schedule 13G filed on February 15, 2022, represents 1,300,000 shares

of Class A Common Stock.

The business address of Bank of Montreal is 100 King Street West, 21st Floor,

Toronto, M5X 1A1, Ontario, Canada.

Based solely upon information contained in a Schedule 13G filed on February 14, 2022, represents 1,197,525 shares of Class A Common Stock.

The business address of Marshall Wace, LLC

is George House, 131 Sloane Street, London, SW1X 9AT, UK.

In addition to ownership interests held by Mr.Sternberg in his individual capacity, Mr.Sternberg also beneficially owns Lionheart Investments and Lionheart Equities, LLC, and, when taken together with

his individual holdings, owns the reported percentage of beneficial ownership.

Based upon information contained in a Form 3 filed on July 15, 2021, represents (i) 17,500 shares of Class A Common Stock and (ii) 52,500 shares of Class B Common Stock owned directly

Based solely upon information contained in a Form 4 filed on August 20, 2020, represents (i) 10,000 shares of Class A Common Stock and (ii) 30,000 shares of Class B Common Stock owned

directly by Mr.

Holders of our Founder Shares will beneficially own 20% of the then-issued and outstanding shares of our common stock and will have the right to

appoint all of our directors prior to our Business Combination by reason of their ownership of Founder Shares.

Holders of our public shares will not have the right to appoint any directors to our Board prior to our Business Combination.

of this ownership block, our initial stockholders may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including the election of directors, amendments to our amended and restated certificate of

incorporation and approval of significant corporate transactions, including approval of our Business Combination.

The holders of the Founder Shares have agreed (A) to vote any shares owned by them in favor of any proposed Business Combination and (B) not to

redeem any shares in connection with a stockholder vote to approve a proposed Business Combination.

Our Sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

Includes shares of Class A Common Stock issuable pursuant to derivatives (including Up-C Units and warrants) exercisable within 60 days of June 30, 2023.

Includes shares of Class V Common Stock, which are non-economic voting shares of the Company.

Includes 172,489 shares of Class A Common Stock and 846,000 warrants directly held by Mr.

In addition to securities directly held by Mr.

Ruiz in his individual capacity, includes shares held by the following entities Jocral Family LLLP, Ruiz Group Holdings Limited, LLC and Series MRCS, a series of MDA, Series LLC, a Delaware series limited liability company (“Series MRCS”), including shares held by Series MRCS for the benefit of Jocral Holdings LLC.

Reported figures do not include securities held by John Ruiz II, Mr.

Ruiz’s son, in his capacity as a Member, or by Alex Ruiz, Mr.

Ruiz’s son, of which Mr.

Ruiz disclaims beneficial ownership.

Reported figures do not include any attributed ownership based on Mr.

Ruiz’s investment in VRM, which have been transferred to affiliated trusts of Mr.

Ruiz and of which Mr.

Ruiz disclaims beneficial ownership.

Ruiz and Quesada together invested in VRM, which investment represented a 1.14% ownership interest in VRM.

Ruiz is entitled to 70% of such investment,

Quesada is entitled to 30% of such investment.

As a result, the indirect beneficial ownership attributable to such affiliated trusts would be 0.8% of VRM.

Includes 138,909 shares of Class A Common Stock and 399,539 warrants directly held by Mr.

In addition to securities directly held by Mr.

Quesada in his individual capacity, includes shares held by Quesada Group Holdings LLC and Series MRCS.

Reported figures do not include any attributed ownership based on Mr.

Quesada’s investment in VRM, which have been transferred to affiliated trusts of Mr.

Quesada and of which Mr.

Quesada disclaims beneficial ownership.

Ruiz and Quesada together invested in VRM, which investment represented a 1.14% ownership interest in VRM.

Ruiz is entitled to 70% of such investment, and Mr.

Quesada is entitled to 30% of such investment.

As a result, the indirect beneficial ownership attributable to such affiliated trusts would be 0.3% of VRM.

Includes 46,691 shares of Class A Common Stock.

Consists of 35,825 shares of Class A Common Stock held by the spouse of Alexandra Plasencia.

The business address for each of these individuals is c/o, Lionheart Equities LLC, 4218 NE 2nd Avenue, Miami FL 33137.

Roger Meltzer has been a member of the Board since 2021.

Beneficial ownership includes 10,000 shares of Class A Common Stock and 1,180,000 shares of Class A Common Stock underlying New Warrants.

Thomas Hawkins has been a member of the Board since 2021.

Beneficial ownership includes (i) 50,000 shares of Class A Common Stock and 2,360,000 shares of Class A Common Stock underlying New Warrants held in an individual capacity and (ii) 10,000 shares of Class A Common Stock and 1,180,000 shares of Class A Common Stock underlying New Warrants held by the Estate of Steven R.

Thomas Hawkins holds sole voting and investment control over the shares held by the Estate of Steven R.

Berrard as the personal representative.

Beneficial ownership includes 50,000 shares of Class A Common Stock and 2,360,000 shares of Class A Common Stock underlying New Warrants.

Beneficial ownership includes 114,945,825 shares of Class A Common Stock issuable upon exchange of the Up-C Units.

Includes (i) 832,498 shares of Class A Common Stock and 87,320,000 shares of Class A Common Stock underlying New Warrants owned by Lionheart Investments, LLC;

(ii) 1,000,000 shares of Class A Common Stock and 118,000,000 shares of Class A Common Stock underlying New Warrants owned by Star Mountain Equities, LLC;

(iii) 2,435,060 shares of Class A Common Stock and 273,029,937 shares of Class A Common Stock underlying New Warrants owned by Sponsor;

and (iv) 1,000,000 shares of Class A Common Stock and 118,000,000 shares of Class A Common Stock underlying New Warrants owned by the 2022 OS Irrevocable Trust.

Sternberg holds sole voting and investment control over the shares held by each of Lionheart Investments, LLC, Star Mountain Equities, LLC, and Sponsor as the sole manager.

Sternberg’s spouse holds sole voting and investment control over the shares owned by the 2022 OS Irrevocable Trust as its trustee and as a result, Mr.

Sternberg may be deemed to have beneficial ownership of the shares owned by the 2022 OS Irrevocable Trust.

Beneficial ownership includes 58,990,077 shares of Class A Common Stock underlying New Warrants.

Alan Rubenstein holds sole voting and investment control over the shares held by Oliver SPV Holdings, LLC as its manager.

The address for Mr.

Rubenstein and Oliver SPV Holdings, LLC is 822 Oliver St, Woodmere, NY 11598.

Alex Ruiz is the son of John H.

Ruiz, the Company’s Chief Executive Officer.

Beneficial ownership includes 112,499 shares of Class A Common Stock and 11,800,000 shares of Class A Common Stock underlying New Warrants.

Jacob Sod holds sole voting and investment control over the shares held by JLS Equities LLC as its manager.

The address for Jacob Sod and JLS Equities LLC is 58 Larch Hill Rd, Lawrence, NY 11559.

Beneficial ownership includes 87,499 shares of Class A Common Stock and 9,440,000 shares of Class A Common Stock underlying New Warrants.

Ruiz, II is the son of John H.

Ruiz, the Company’s Chief Executive Officer.

Beneficial ownership includes 7,420,004 shares of Class A Common Stock issuable upon exchange of the Up-C Units held in an individual capacity.

Beneficial ownership includes 5,065,769 shares of Class A Common Stock issuable upon exchange of the Up-C Units.

Includes 124,043,400 Up-C Units held by Series MRCS that are beneficially owned by Frank C.

Quesada and 289,434,600 shares beneficially owned by John H.

Ruiz (including through his affiliate, Jocral Holdings, LLC).

Includes 66,666,666 shares of Class A Common Stock issuable upon exercise of the CPIA Warrant pursuant to the Amendment and the Warrant Agreement with the Holder.

Certain Relationships and Related Transactions, and Director Independence.

Founder Shares

On January 10, 2020, our Sponsor purchased an aggregate of 5,000,000 Founder Shares for an aggregate purchase price of $25,000, or approximately

$0.005 per share.

Subsequently, on February 6, 2020, we effected a stock dividend of 0.15 share for each Founder Share outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 Founder Shares.

In July 2020, our Sponsor sold 82,500

Founder Shares to Nomura for a purchase price of approximately $0.005 per share.

The Founder Shares are identical to the shares of Class A Common Stock included in the Public Units sold in the Public Offering, except that the Founder Shares

will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in our amended and restated certificate of incorporation.

The initial stockholders have agreed not to transfer, assign or sell any Founder Shares until 180 days after the consummation of our Business Combination, (the “ Founder Shares Lock-Up Period ”).

Private Placement Warrants

On the IPO Closing Date, our Sponsor and Nomura purchased an aggregate of 650,000 Private Units at a price of $10.00 per unit, or $6,500,000.

Each Private Unit consists of one share of Class A Common Stock and one-half of one warrant, which entitles the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share.

The Private Warrants may not be

redeemed by us so long as they are held by our Sponsor or its permitted transferees.

If any Private Warrants are transferred to holders other than our Sponsor or its permitted transferees, such Private Warrants will be redeemable by us and

exercisable by the holders on the same basis as the Public Warrants included in the Public Units sold in the Public Offering.

Our Sponsor and its permitted transferees have the option to exercise the Private Warrants on a physical (cash) or net

share (cashless) basis.

The initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any Private Warrants and the Class

A Common Stock underlying such Private Warrants until 30 days after the consummation of our Business Combination (such period, together with the Founder Shares Lock-Up Period, the “ Lock-Up

If we do not complete a Business Combination within 24 months after the IPO Closing Date, the proceeds of the sale of the Private Warrants will

be used to fund the redemption of our Class A Common Stock, subject to the requirements of applicable law, and the Private Warrants will expire worthless.

Advances and Promissory Notes

Pursuant to a loan agreement dated May 20, 2022, John H.

Ruiz and Frank C.

Quesada provided a cash loan to the Company in the amount of $13,272,176.64 in order to satisfy the Service Fee Account condition as described in the Membership Interest Purchase Agreement dated July 11, 2021 (the “Closing Loan”).

The Closing Loan has an annual interest rate of 4% and was set to mature on November 23, 2022;

however, the maturity date of the Closing Loan may be extended, at the option of the Company, for up to three successive six-month periods (for a total of 24 months).

The Company exercised this right and extended the maturity date of the Closing Loan.

This loan agreement was ratified by the Audit Committee on June 15, 2022.

Pursuant to a loan agreement dated June 16, 2022, La Ley con John H.

Ruiz d/b/a MSP Recovery Law Firm and MSP Law Firm, PLLC (collectively, “Law Firm”) made a cash loan to the Company in the amount of approximately $112,000,000 (the “New Loan”) in order to:

(i) to fund the obligations to pay costs and expenses incurred in connection with the SPAC transaction undertaken by Lionheart II Holdings, LLC, and (ii) to fund operating expenses and other obligations of MSP Recovery, Inc., including repayment of certain funds that had been previously advanced to the Company by John H.

Ruiz and Frank C.

Quesada of approximately $24,000,000.

The New Loan has an annual interest rate of 4%, paid in kind, and will mature four years from the effective date of the New Loan, with no prepayment penalty.

This loan agreement was approved by the Audit Committee on June 15, 2022.

In addition to the New Loan, John H.

Ruiz and Frank C.

Quesada advanced an additional $4.95 million to the Company to cover certain expenses (the “Bridge Loan”).

The Bridge Loan does not accrue interest on the unpaid balance and becomes due and payable upon funding of a credit facility that was being negotiated, but had not closed, at the end of fiscal year 2022, as set forth in Note 18 - Subsequent Events of the 2022 Form 10-K.

Company can repay the Bridge Loan at any time, without prepayment penalties, fees, or other expenses.

Legal Services Agreement

At the closing of the business combination between the Company and Lionheart Acquisition Corporation II, the Company entered into a Legal Services Agreement (“LSA”) with La Ley con John H.

d/b/a MSP Recovery Law Firm and MSP Law Firm, PLLC (collectively the “Law Firm”), dated May 23, 2022.

Pursuant to the LSA, the Company engaged the Law Firm to act as its exclusive lead counsel to represent the Company, and each of its subsidiaries, as it pertains to certain assigned Claims, causes of actions, proceeds, products, and distribution.

Under the LSA, the Company will pay the Law Firm all of the Law Firm’s documented costs related to representation of the Company or its subsidiaries approved in accordance with an agreed budget.

For the services described in the LSA, the Law Firm will be entitled to:

(i) any attorneys’

fees that are awarded to the Law Firm pursuant to a fee shifting statute by agreement or court award in such case, and (ii) an amount, if greater than zero, equal to the difference between 40% of the recovery proceeds due to the Company or its subsidiaries for recovered Claims, less any amount due to the Law Firm under the foregoing clauses ((i) and (ii) together, the “Compensation”).

The LSA also contains an advance provision, whereby the Company will advance to the Law Firm a monthly amount equal to:

(x) $1,000,000 of the Compensation due to the Law Firm to fund certain resources necessary to provide services by the Law Firm, plus (y) overhead costs (i.e., salaries rent, utilities, and similar expenses;

provided that any compensation paid to John Ruiz or Frank Quesada by the Law Firm shall not be included in such overhead costs) to operate the Law Firm in an amount necessary to pay such overhead costs reasonably anticipated by the Law Firm to become due in such month.

This Advance shall be offset from the Compensation, and in the event that the Legal Services Agreement is terminated, certain additional fees may become payable to the Law Firm pursuant to the terms of the Legal Services Agreement.

The LSA was ratified by the Audit Committee on June 15, 2022.

Air Transportation Services Agreement

Historically, MSP has been provided with aviation services pursuant to an Air Transportation Services Agreement, dated June 3, 2019, by and between MSP Recovery Aviation, LLC (“MSP Aviation”) and Series MRCS, a designated series of MDA Series, LLC, pursuant to which MSP Aviation agreed to provide Series MRCS and its affiliates with air transportation services via its private, non-commercial plane.

In exchange for such services, Series MRCS agreed to reimburse MSP Aviation for aircraft rental and flight time along with related fees, expenses, and taxes in accordance with a lease agreement for each flight.

MSP Aviation is owned by John H.

As of both December 31, 2022 and 2021, $153 thousand was due from MSP Aviation and included in the condensed consolidated balance sheets in Affiliate Receivable.

For the year ended December 31, 2022, $400 thousand was included in General and Administrative expenses related to MSP Aviation in the condensed consolidated statements of operations.

For the year ended December 31, 2021, the amounts were de minimis.

Management of MSP intends to continue its relationship with MSP Aviation under an informal arrangement that provides MSP and its representatives with economic terms that are at least no less favorable than the terms it would receive if it were to engage an unrelated third party to provide substantially similar services.

This agreement was approved by the Audit Committee on June 15, 2022.

Registration Rights

Holders of the Founder Shares, Private Units, Private Warrants and warrants issued upon conversion of working capital loans, if any, have

registration rights pursuant to a registration rights agreement (the “ Registration Rights Agreement ”).

The holders of these securities are entitled to make up to three demands that we

register under the Securities Act the warrants and the shares of Class A Common Stock underlying the warrants and the Founder Shares.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed by us subsequent to our completion of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that that we

will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-Up Period.

We will bear the expenses incurred in connection with the filing of any such registration

Related Party Notes

In January 2020, we had borrowed $140,671 by the issuance of the Promissory Note from our Sponsor to cover expenses related to the Public

The Promissory Note was non-interest bearing and payable on the completion of the Public Offering.

The Promissory Note was repaid in full upon the completion of the Public Offering.

We may pay our Sponsor, or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting

fee or other compensation in connection with identifying, investigation and completing our Business Combination.

These individuals will also be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such

as identifying potential target businesses and performing due diligence on suitable Business Combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their

affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on payments that may be made to our Sponsor, officers, directors or any of their respective affiliates.

In addition, in order to finance transaction costs in connection with our Business Combination, our Sponsor or an affiliate of our Sponsor or

certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay such loaned amounts.

In the event that our Business Combination does not close, we may

use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $1,000,000 of such loans may be convertible into units at a price of

$10.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Warrants, including as to exercise price, exercisability and exercise period.

The terms of such loans by our officers and directors, if any, have

not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such

funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.

After our Business Combination, members of our management team who remain with us may be paid consulting or management or other fees from the

combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such

compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our Business Combination, as applicable, as it will be up to the directors of the post-combination

business to determine executive and director compensation.

Administrative Services Agreement

We have agreed to pay our Sponsor, a total of $15,000 per month for office space, utilities and secretarial and administrative support.

completion of our Business Combination or our liquidation, we will cease paying these monthly fees.

In addition, we may also agree to pay a finder’s fee to one or more independent directors to the extent such director(s) render services in

connection with locating the target business with which a successful Business Combination is consummated.

The Company has entered into the Registration Rights Agreement August 13, 2020 with the Holders (as defined therein).

Pursuant to the terms of the Amended and Restated Registration Rights Agreement, (i) the Founder Shares and the shares of Class A common stock issued or issuable upon the conversion of any Founder Shares, (ii) the Units (as defined therein), (iii) the shares of Class A common stock included in such Units, (iv) the Original Warrants included in such Units (including any shares of Class A common stock issued or issuable upon the exercise of any such Original Warrants), (v) the New Warrants (including any shares of Class A common stock issued or issuable upon the exercise of any such New Warrants), (vi) the equity securities that Nomura purchased from the Company pursuant to that certain Forward Purchase Agreement described in the section entitled “Business –

Company History.”

(the “Forward Purchase Shares”), (vii) any outstanding share of the Class A common stock or any other equity security (including the shares of Class A common stock issued or issuable upon the exercise or conversion of any other equity security) of the Company held by a Holder as of the date of the Registration Rights Agreement, (viii) any shares of the Company issued or to be issued to any Additional Holders (as defined in the Registration Rights Agreement) in connection with the Business Combination and (ix) any other equity security of the Company issued or issuable with respect to any of the securities described in the foregoing clauses (i) - (ix) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization will be entitled to certain registration rights, subject to the terms and conditions set forth in the Registration Rights Agreement.

The foregoing summary of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement as set forth in an exhibit to the registration statement.

Director Independence

Nasdaq listing standards require that a majority of our Board be independent.

An “independent director” is defined generally as a person other

than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s Board, would interfere with the director’s exercise of independent judgment in carrying out the

responsibilities of a director.

Our Board has determined that Messrs.

Anderson, Byrne, Hawkins and Meltzer are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly

scheduled “executive sessions” at which only independent directors are present.

Our Board has determined that five of our directors, Michael F.

Arrigo, Beatriz Assapimonwait, Thomas Hawkins, Ophir Sternberg, and Roger Meltzer, qualify as “independent”

directors within the meaning of the independent director guidelines of Nasdaq and applicable SEC rules.

The Nasdaq independence definition includes a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determination that a director has no relationship with us that would interfere with such director’s exercise of independent judgment in carrying out the responsibilities of a director.

As part of the Board’s determination, among other factors, the Board considered certain relationships of directors, including employment by LifeWallet.

Principal Accounting Fees and Services.

Fees for professional services provided by our independent registered public accounting firm since December 23, 2019 (inception) to December 31,

2021 include:

For the Period from

December 23, 2019

December 31, 2021

Audit Fees (1)

The following is a summary of the fees billed to us by Deloitte & Touche LLP (“Deloitte”) for professional services rendered for the fiscal year ending December 31, 2022 and 2021.

Accounting Fees and Services

Audit-Related Fees

All Other Fees

Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional

services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31,

2021 and 2020 totaled $169,610 and $72,615, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

The aggregate audit fees (inclusive of out-of-pocket expenses) billed by Deloitte were for professional services rendered for the audit of our annual financial statements and review of financial statements included in our Annual Report on Form 10-K filed with the SEC, and for services that are normally provided by the independent registered certified public accountants in connection with such filings, including amendments, or engagements for the fiscal year ended December 31.

Audit Related Fees.

Audit-related

services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the

years ended December 31, 2021 and 2020.

We did not pay Marcum for tax

planning and tax advice for the years ended December 31, 2021 and 2020.

This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

The services for the fees that would normally be disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

This category consists of professional services rendered by our independent registered public accounting firm for tax compliance, tax advice and tax planning.

The services for the fees that would normally be disclosed under this category include tax return preparation and technical tax advice.

All Other Fees.

We did not pay Marcum for

other services for the years ended December 31, 2021 and 2020.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of

the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and

will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act

which are approved by the audit committee prior to the completion of the audit).

Exhibits and Financial Statement Schedules

The following documents are filed as part of this Form 10-K:

This consists of fees billed for products and services other than those described above.

Exhibits, Financial Statement Schedules.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

The following is a list of the consolidated financial statements of MSP Recovery, Inc.

filed with this Annual Report, together with the reports of our independent registered public accountants and Management’s Report on Internal Control over Financial Reporting:

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID No 34).

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Equity for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

FINANCIAL STATEMENT SCHEDULES

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied

at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E.,

Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

Underwriting Agreement, dated August 13, 2020, by and among the Registrant and

Nomura and Cantor Fitzgerald & Co., as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Membership Interest Purchase Agreement (incorporated by reference

to Exhibit 2.1 to the Company’s registration statement on Form S-4 filed with the SEC on November 10, 2021)

All financial statement schedules are omitted because the information is inapplicable or presented in the notes to the consolidated Financial Statements.

The following documents are included as exhibits to this report:

Incorporated by Reference

Membership Interest Purchase Agreement

Amendment No.

1 to Membership Interest Purchase Agreement

(incorporated by reference to Exhibit 2.2 to the Company’s registration statement on Form S-4 filed with the SEC on November 10, 2021)

Amendment No.

2 to Membership Interest Purchase Agreement (incorporated by

reference to Exhibit 2.3 to Amendment No.

1 to the Company’s registration statement on Form S-4 filed with the SEC on December 23, 2021)

Amended and Restated Certificate of Incorporation of the Company (incorporated

by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Amended and Restated Bylaws of the Company (incorporated by reference to

Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Warrant Agreement, dated August 13, 2020, by and between the Registrant and

Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Description of Securities (incorporated by reference to

Exhibit 4.2 of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021)

Letter Agreement, dated August 13, 2020, by and among the Registrant and its

officers, directors, Nomura and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Investment Management Trust Agreement, dated August 13, 2020, by and between

the Registrant and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Registration Rights Agreement, dated August 13, 2020, by and among the

Registrant and certain security holders (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Securities Purchase Agreement, dated July 27, 2020, by and between the

Sponsor and Nomura (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Private Placement Unit Subscription Agreement, dated August 13, 2020, by and

between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Private Placement Unit Subscription Agreement, dated August 13, 2020, by and

between the Registrant and Nomura (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Indemnity Agreements, each dated as of August 13, 2020, by and between the

Registrant and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Administrative Support Agreement, dated August 13, 2020, by and between the

Registrant and the Sponsor (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Forward Purchase Agreement, dated August 13, 2020, by and between the Company

and Nomura (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Letter Agreement amending Forward Purchase Agreement, dated February 24,

2022, by and between the Company and Nomura

Sponsor Agreement, dated July 11, 2021 (incorporated by reference to Exhibit 10.13 to the Company’s registration

statement on Form S-4 filed with the SEC on November 10, 2021)

Side Letter Agreement, dated July 11, 2021 (incorporated by reference to Exhibit 10.19 to the Company’s registration

statement on Form S-4 filed with the SEC on November 10, 2021)

Virage Side Letter Agreement, dated July 11, 2021 (incorporated by reference to Exhibit 10.20 to the Company’s

registration statement on Form S-4 filed with the SEC on November 10, 2021)

Code of Ethics of the Company (incorporated by reference

to Exhibit 14.1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021)

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and

15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and

15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 to Membership Interest Purchase Agreement

Amendment No.

3 to Membership Interest Purchase Agreement

Amendment No.

4 to Membership Interest Purchase Agreement

Second Amended and Restated Certificate of Incorporation of the Company

Amended and Restated Bylaws of the Company

Specimen Unit Certificate of the Registrant

Specimen Class A Common Stock Certificate of the Registrant

Specimen Warrant Certificate of the Registrant

Warrant Agreement, dated August 13, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC

New Warrant Agreement

Form of New Warrant Certificate

CPIA Warrant Agreement

November 10, 2022

Letter Agreement, dated August 13, 2020, by and among the Registrant and its officers, directors, Nomura and the Sponsor

April 29, 2022

Investment Management Trust Agreement, dated August 13, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC

April 29, 2022

Registration Rights Agreement, dated August 13, 2020, by and among the Registrant and certain security holders

April 29, 2022

Securities Purchase Agreement, dated July 27, 2020, by and between the Sponsor and Nomura

April 29, 2022

Private Placement Unit Subscription Agreement, dated August 13, 2020, by and between the Registrant and the Sponsor

April 29, 2022

Private Placement Unit Subscription Agreement, dated August 13, 2020, by and between the Registrant and Nomura

April 29, 2022

Indemnification Agreement

Administrative Support Agreement, dated August 13, 2020, by and between the Registrant and the Sponsor

April 29, 2022

Forward Purchase Agreement, dated August 13, 2020, by and between the Company and Nomura

April 29, 2022

Form of Limited Liability Agreement of Opco

April 29, 2022

Amended and Restated Registration Rights Agreement

Tax Receivable Agreement

Sponsor Agreement

April 29, 2022

Employment Agreement, entered into as of May 23, 2022 by and between John H.

Ruiz and Lionheart II Holdings, LLC

Employment Agreement, entered into as of May 23, 2022 by and between Frank C.

Quesada and Lionheart II Holdings, LLC

Escrow Agreement

2022 Omnibus Incentive Plan

Lock-Up Agreement

Legal Services Agreement

Side Letter Agreement

Virage Side Letter Agreement

VRM Full Return Guaranty Agreement

April 29, 2022

Asset and Interest Transfer Agreement in relation to the Series MRCS Asset Acquisition

April 29, 2022

Transfer Agreement in relation to the VRM MSP Asset Acquisition

April 29, 2022

Master Transaction Agreement in relation to the VRM MSP Asset Acquisition

April 29, 2022

Common Stock Purchase Agreement, dated January 6, 2023, between MSP Recovery, Inc.

and YA II PN, Ltd.

January 12, 2023

Registration Rights Agreement, dated January 6, 2023, between MSP Recovery, Inc.

and YA II PN, Ltd.

January 12, 2023

Second Amended and Restated Claims Proceeds Investment Agreement, dated January 24, 2019, between MSPA Claims 1, LLC and Brickell Key Investments LP

January 20, 2023

Amendment to Claim Proceeds Investment Agreement, dated September 30, 2022, between MSP Recovery, Inc.

and Brickell Key Investments LP

January 20, 2023

MTA Amendment and Binding Term Sheet, by and between Virage Recovery Master LP, Series MRCS, a series of MDA, Series LLC, John H.

Ruiz, Frank C.

Quesada, Virage Capital Management LP, MSP Recovery, LLC, La Ley con John H.

Ruiz, MSP Recovery, Inc.

and Lionheart II Holdings, LLC, dated April 12, 2023

April 17, 2023

Amended and Restated Secured Promissory Note,

dated April 12, 2023 by and between the Company and Nomura

Securities International, Inc.

April 17, 2023

Membership Interest Purchase Agreement, dated March 29, 2023, by and among MSP Recovery LLC, MSP Recovery Claims, Series, LLC and Hazel Holdings I LLC

Membership Interest Purchase Agreement, dated March 29, 2023 by and among MSP Recovery, LLC, MSP Recovery Claims Series 44, LLC, MSP Recovery Holding Series 01, LLC and Hazel Holdings I LLC

Credit Agreement, dated March 29, 2023 by and between Subrogation Holdings LLC, MSP Recovery, LLC, MSP Recovery Claims, Series LLC - Series 15-09-321 and Hazel Holdings I LLC

Amended and Restated Credit Agreement, dated March 29, 2023 by and between Subrogation Holdings LLC, MSP Recovery, LLC, MSP Recovery Claims, Series LLC - Series 15-09-321 and Hazel Holdings I LLC

Amended and Restated Collateral Administration Agreement, dated March 29, 2023, by and between Hazel Partners Holdings LLC, Subrogation Holdings, LLC and MSP Recovery LLC

Consent of Deloitte & Touche LLP

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following financial statements from the Annual Report on Form 10-K of Lionheart Acquisition Corporation II for the year ended December 31, 2021, formatted in inline eXtensible

Business Reporting Language (iXBRL):

(i) Balance Sheets, (ii) Statement of Income, (iii) Statement of Changes in Stockholders’ Equity, (iv) Statement of Cash Flows and (v) Notes to Financial Statements.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this

Report to be signed on its behalf by the undersigned, thereunto duly authorized.

LIOHEART ACQUISITION CORPORATION II

March 7, 2022

/s/ Ophir Sternberg

Ophir Sternberg

Chairman, President and Chief Executive Officer

# Furnished herewith.

+ Previously filed.

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

MSP Recovery, Inc.

July 26, 2023

Chief Executive Officer

July 26, 2023

/s/ Ricardo Rivera

Ricardo Rivera

Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Chief Executive Officer/Director

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

July 26, 2023

/s/ Ricardo Rivera

Chief Operating Officer and Interim Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

July 26, 2023

Ricardo Rivera

Chief Legal Officer/Director

July 26, 2023

/s/ Alexandra Plasencia

General Counsel

July 26, 2023

Alexandra Plasencia

/s/ Ophir Sternberg

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

March 7, 2022

July 26, 2023

Ophir Sternberg

/s/ Paul Rapisarda

Chief Financial Officer

Principal Financial and Accounting Officer

March 7, 2022

Paul Rapisarda

/s/ Faquiry Diaz Cala

Chief Operating Officer

March 7, 2022

Faquiry Diaz Cala

/s/ James Anderson

March 7, 2022

James Anderson

/s/ Thomas Byrne

March 7, 2022

/s/ Thomas Hawkins

March 7, 2022

Thomas Hawkins

/s/ Beatriz Assapimonwait

July 26, 2023

Beatriz Assapimonwait

/s/ Michael Arrigo

July 26, 2023

Michael Arrigo

/s/ Thomas W.

July 26, 2023

/s/ Roger Meltzer

March 7, 2022

July 26, 2023

Roger Meltzer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures