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Item 9A. Controls and Procedures

2024-04-15 compared with 2023-07-27 · 363 added, 310 removed, 465 unchanged (59% 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.

Evaluation of Disclosure Controls and Procedures

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.

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.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file 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.

Internal Controls over Financial Reporting

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023.

Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2023 due to the material weaknesses discussed below.

Management ’ s Report on Internal Control over Financial Reporting

Management is responsible for the preparation of our financial statements and related information.

Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act.

These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable.

There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls.

Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

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

(i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions;

(ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization;

and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Under the supervision of management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies as of December 31, 2023.

Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023 because it identified the following material weaknesses:

• We did not have sufficient controls over the human resources and payroll processes, including:

o Insufficient design and operation of controls as we did not have appropriate compensating controls over user access conflicts related to the system used for payroll.

o Insufficient operation of controls resulting in a lack of an effective control environment over IT change management processes related to the implementation of the system used for payroll;

o Insufficient design and operation of controls resulting in a lack of an effective control environment over review and approval of payroll entries and payroll processing.

• We did not have controls in place to sufficiently review accounting for contract terminations, including accounting for the termination of vendor service contracts.

This deficiency resulted in an adjustment to the Company’s consolidated financial statements as of and for the year ended December 31, 2023.

Changes in 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.

Certain material weaknesses reported in 2022 were remediated in 2023.

Except for the material weaknesses discussed 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 as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Remediation Plan and Status

Management is in the process of implementing measures designed to remediate the control deficiencies that led to the material weaknesses as of December 31, 2023 in our human resources and payroll processes, as well as accounting for contract terminations.

During 2024, we have initiated a plan and have begun to implement the following steps to address the material weaknesses in internal controls related to human resources and payroll processes:

o We have begun designing and implementing appropriate compensating controls to mitigate existing user access conflicts within the payroll process.

o We have begun designing and implementing a process to ensure the IT system implementations are appropriately approved, monitored, and tested prior to system deployment.

o We have begun root cause analysis of control deficiencies and will conduct additional training for control performers of controls related to human resources and payroll processing.

o We have fully transitioned to a third-party payroll services processor that undergoes SOC audit processes and will continue to obtain and review service organization controls reports provided by the vendor for fiscal year 2024.

o We have begun designing and implementing process enhancements and controls to mitigate the risk of improper accounting treatment for contract terminations.

The material weaknesses will not be considered remediated until the new and redesigned controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

This Form 10-K does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”

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.

Other Information.

Not applicable.

Yorkville Letter Agreement

On April 12, 2024, Yorkville agreed that, to the extent that it holds Class A Common Stock in such quantities that would prevent the Company from utilizing the SEPA solely due to the Ownership Limitation, Yorkville commits to fund an additional advance in the principal amount of $13,000,000 on the same terms and conditions as the previous advances pursuant to the Yorkville SEPA.

Disclosure Regarding Fo reign Jurisdiction that Prevent Inspections.

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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.

The following sets forth certain information, as of March 29, 2024, concerning the persons who serve as executive officers and members of the Board following.

Class III Director

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Class III Director

Beatriz Assapimonwait

Beatriz Maria Assapimonwait

Class I Director

Michael Arrigo

Class II Director

Thomas Hawkins

Class II Director

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Ricardo Rivera

Chief Operating Officer & Interim Chief Financial Officer

Chief Operating Officer

Francisco Rivas-Vásquez

Chief Financial Officer

Alexandra Plasencia

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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.

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.

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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.

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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.

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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.

Skills & Expertise :

Ruiz brings to the Board leadership, legal, strategic, operational, brand management, and data analytics expertise from his expansive legal career, business background, and use of technology in his law practice.

He has experience formulating legal strategy and case development from his work leading La Ley con John Ruiz.

Ruiz has vast leadership and business strategy experience having founded or led companies across a variety of sectors, including legal, media, aviation, and manufacturing companies.

Ruiz designed and developed information systems that streamlined his law practice and algorithms that analyze terabytes of data to identify and pursue recoveries in a variety of lawsuits.

Ruiz’s mastery of brand development is evidenced by his pioneering of panel format television and radio to reach audiences, and his recent development of LifeWallet Sports to raise brand awareness through college athlete spokespersons.

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

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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 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.

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

Kingsway Amigo (11th Cir.), and MSP

Recovery Claims Series 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.

Skills & Expertise :

Quesada brings to the Board leadership, legal, strategic, operational, governmental, business development, and data analytics expertise.

Quesada brings a depth of legal and strategic experience from years of complex commercial litigation.

Having served in elected office, Mr.

Quesada leverages years of experience navigating the political landscape, creating and influencing policy.

This experience carries over to the business world, making Mr.

Quesada an effective communicator and advocate on behalf of the Company with bankers and potential clients.

Prior to the Company and MSP Recovery Law Firm, Mr.

Quesada managed his own law firm, overseeing attorneys with a substantial case load in the hospitality industry.

Ophir Sternberg

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.

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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 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, 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.

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.

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.

Skills & Expertise :

Sternberg brings to the Board leadership, strategic, operational, finance and business structuring, and capital markets experience.

Sternberg is qualified to serve as a director due to his extensive experience in both the public and private company sectors.

Having successfully launched a number of public companies, Mr.

Sternberg is intimately familiar with the capital markets and large scale financing.

Sternberg serves on the board of several public companies, and has led successful corporate growth strategies.

Sternberg’s leadership qualities are demonstrated in his leadership positions over a variety of business sectors, including healthcare, hospitality, and technology.

Beatriz Assapimonwait

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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.

Assapimonwait served on the board of directors and served as Chair of the Strategy and Operations Committee for CareMax Inc.

(Nasdaq:CMAX) from September 2021 to October 2023.

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.

Skills & Expertise :

Assapimonwait brings to the Board leadership, strategic, operational, and healthcare industry experience.

A proven effective leader, Ms.

Assapimonwait has served in director and officer positions for large-scale healthcare companies, leading strategy and operations initiatives.

Assapimonwait has relevant experience in the pharmaceutical industry and with Medicare Advantage drug plans.

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.

Arrigo advises MAOs who provide health insurance under Part C of the Medicare Act.

He 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.

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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.

Skills & Expertise :

Arrigo brings to the Board leadership, strategic, regulatory, information technology, finance, and Medicare Advantage industry experience.

Arrigo has broad business experience.

A data specialist, Mr.

Arrigo is intimately familiar with data management and analysis across the healthcare industry.

He is admitted as an expert in court in healthcare privacy and cybersecurity (commonly known as HIPAA and the companion regulations such as the ARRA HITECH Act), medical billing, medical coding, electronic health records, fraud damages, fair market value physician compensation, and corporate governance.

He led the Sarbanes Oxley internal audit for a public Fortune 100 firm in compliance with the Public Company Accounting Oversight Board (PCAOB) Standards.

He qualifies as a financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Having served in senior leadership positions at various information technology and finance companies, Mr.

Arrigo is a proven valuable advisor and strategist.

Since March 2023, Thomas Hawkins has served on the board of directors of SMX (Security Matters) Public Limited Company, a technology company that enables materials to carry a history that can be authenticated through organization, use, recycle, and multiple reuse cycles;

he is also a member of the company’s Risk and Audit Committee.

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.

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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 currently serves on the board of directors of the Alumni Association of the University of Michigan, holding the position of Treasurer and thus leading the Finance Committee of the board.

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

in Political Science from the University of Michigan in 1983.

Skills & Expertise :

Hawkins brings to the Board leadership, finance, business, legal, and finance experience.

Hawkins led companies across a variety of industries, including finance, entertainment, information technology, and retail sales.

An experienced advisor, Mr.

Hawkins is qualified to serve as a director due to his experience as a senior executive and chief legal officer at several public companies (including his experience acquiring companies and in finance) and with counseling and serving on boards of directors.

Roger Meltzer

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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).

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:

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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.

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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.

In 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.

In August 2023, Mr.

Meltzer joined the board of directors of Elixir, a subsidiary of Rite Aid, a leading pharmacy chain offering products for health and wellness.

In November 2023, Mr.

Meltzer joined the board of directors of SK Neptune Husky Intermediate I S.a.r.l.

and related affiliates (“Heubach Group”), a leading producer of organic, inorganic and anti-corrosive pigments.

In November 2023, Mr.

Meltzer joined the board of directors of Careismatic Brands Inc., an innovative supplier of medical apparel and footwear.

In November 2023, Mr.

Meltzer joined the board of directors of Audacy Inc., a leading multi-platform audit content and entertainment company.

Skills & Expertise :

Meltzer brings to the Board legal, finance, business, legal, and leadership experience.

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 in managing a large international organization.

During his tenure, DLA Piper was subject to a large-scale cybersecurity infiltration, and Mr.

Meltzer was a leader of a small group of senior executives that managed the firm through that cyberattack.

Executive Officers

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

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

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

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

Alexandra Plasencia

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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.

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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.

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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 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.

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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.

Ricardo Rivera currently serves as Chief Operating Officer of MSP Recovery, Inc.

Rivera joined the Company in September 2019.

From September 2019 until July 2021, Mr.

Rivera served as the Chief of Staff, and from June 29, 2023 until November 1, 2023, Mr.

Rivera served as the Interim Chief Financial Officer.

Over the past 25 years Mr.

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

Rivera has held positions as COO & CFO at various private corporations in the U.S.

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.

Francisco Rivas-Vásquez

Francisco Rivas-Vásquez currently serves as Chief Financial Officer of MSP Recovery, Inc.

Rivas-Vasquez joined the Company in November 2023.

Prior to his appointment as CFO of MSP Recovery, Inc., Mr.

Rivas-Vasquez served as Transaction Advisory Services Managing Director at BDO USA LLP since 2022.

Rivas-Vasquez served as Deal Advisory Director for KPMG LLP from 2010 to 2022, and Manager/Senior Associate for KPMG LLP from 2005 to 2010.

From 2002 to 2005, Mr.

Rivas-Vasquez served as Audit Senior/Staff Accountant for Ernst & Young LLP.

Rivas-Vasquez received a Master of Science in Accountancy from the University of Notre Dame and a Bachelor’s degree in Business Administration from the University of Miami.

Family Relationships

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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.

We believe that, during 2023, our directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements, except for late Form 4 filings by each of the non-employee directors, Roger Meltzer, Thomas Hawkins, Michael Arrigo, and Ophir Sternberg, each dated December 21, 2023 to report the grant of stock pursuant to the Company’s Omnibus Incentive Plan dated May 3, 2022, that was issued on December 18, 2023.

Corporate Governance Principles and Code of Ethics

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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:

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” tab.

The information on our website shall not be deemed incorporated by reference in this Annual Report.

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.

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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.

The Board held 14 meetings and acted by written consent without a meeting on 11 occasions during the year ended December 31, 2023.

In 2023, 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.

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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.

The standing committees of our Board currently include an Audit Committee, Cybersecurity Subcommittee, 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

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.

The Company’s corporate governance guidelines and the charters of the audit committee, compensation committee, and nominating and corporate governance committee of the Board of Directors are available on the Company’s website, https://investor.lifewallet.com, in the “Documents & Charters” section in the “Corporate Governance” tab.

The Company shall provide to any person without charge, upon request, a copy of any of the foregoing materials.

Any such request must be made in writing to the General Counsel of the Company, c/o MSP Recovery, Inc., 2701 S.

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

Executive Compensation.

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Name and Principal Position

Option Awards ($) 6

Non-Equity Incentive Plan Compensation ($) 6

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) 6

Chief Executive Officer

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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.

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.

Ruiz, his salary represents what was paid from January 1, 2023, until June 26, 2023, at which point Mr.

Ruiz voluntarily reduced his salary to $35,000.

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 2023 and 2022, the total amount of perquisites and personal benefits for each of the NEOs was less than $10,000.

All Other Compensation includes the cost of employee benefit plan premiums and other insurance benefits, and for 2022 and 2023, $89,832 per year paid by the Law Firm for life insurance premiums, and in 2022, $48,000 for personal security paid by Law Firm to a limited liability company.

All Other Compensation includes the cost of employee benefit plan premiums and other insurance benefits, and for 2022 and 2023, $5,750 per year paid by the Law Firm for life insurance premiums.

All Other Compensation includes the cost of employee benefit plan premiums and other insurance benefits.

During the years 2023 and 2022, the NEOs did not receive stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation earnings.

Narrative Disclosure to Summary Compensation Table

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During 2023, 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.

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.

The Company paid a cash performance bonus to Mr.

Rivera during the fiscal year ended December 31, 2023.

Equity Compensation

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Fees Earned or

paid in cash ($)

Stock Awards ($)

Michael Arrigo

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

Total Compensation

Ophir Sternberg

Beatriz Assapimonwait

Michael Arrigo

Thomas Hawkins

Roger Meltzer

Ophir Sternberg

Includes $75,000 of cash compensation for additional services performed in connection with the Special Committee.

Includes $100,000 of cash compensation for additional services performed in connection with the Special Committee.

Narrative Disclosure to Director Compensation Table

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Company Executive Officer and Director Compensation

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

Employment Agreements.

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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.

(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.

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

Effective June 26, 2023, Mr.

Ruiz voluntarily reduced his salary to $35,000.

On April 12, 2024 the Board of Directors voted to reinstate Mr.

Ruiz’s salary retroactively from January 1, 2024 in accordance with the terms of his employment agreement.

Employment Agreement with Frank C.

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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.

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

The following table sets forth information known by us regarding the beneficial ownership of the Common Stock as of April 5, 2024, by:

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

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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)

The percentage of beneficial ownership is based on 15,636,062 shares of Class A Common Stock issued and outstanding as of April 5, 2024, and 124,067,498 shares of Class V Common Stock issued and outstanding as of April 5, 2024, as applicable, the only outstanding classes of the Company’s common stock.

Unless otherwise indicated, the address for each of the persons listed in the table below is c/o MSP Recovery, Inc., 2701 Le Jeune Road, Floor 10, Coral Gables, Florida 33134.

Beneficial Stock Ownership Table

Class A Common Stock (1)

Class V Common Stock (2)

Beneficial Owner Name

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Named Executive Officers & Directors

2,085,176,055

2,084,157,566

Quesada (5)(6)

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Ophir Sternberg (9)(12)

Francisco Rivas-Vásquez

All directors and officers as a group (10 individuals)

3,592,131,199

2,985,547,896

5% Stockholders

Virage Recovery Master LP(15)

Series MRCS (13)

Brickell Key Investments LP (14)

Oliver SPV Holdings LLC (15)

YA II PN, LTD.

Virage Recovery Master LP (17)

Alex Ruiz (18)

Palantir Technologies, Inc.

Paul Rapisarda (20)

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%)

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 shares of Class A Common Stock issuable pursuant to derivatives (including Up-C Units and warrants) exercisable within 60 days of April 5, 2024, and New Warrants exercisable to purchase 1/25 of one share (post Reverse Stock Split, of Class A Common Stock, but only exercisable in lots of 25 to purchase whole shares).

Shares of Class V Common Stock are non-economic voting shares of the Company.

Includes 912,786 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’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.

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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,

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

Quesada is entitled to 30% of such investment.

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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.

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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 1,868 shares of Class A Common Stock.

Consists of 1,433 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.

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

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

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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.

Includes (i) 23,333 shares of Class A Common Stock held in an individual capacity, (ii) 23,300 shares of Class A Common Stock and 118,000,000 shares of Class A Common Stock underlying New Warrants owned by Lionheart Investments, LLC;

(iii) 40,000 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;

(iv) 97,403 shares of Class A Common Stock and 273,029,937 shares of Class A Common Stock underlying New Warrants owned by Sponsor;

and (v) 40,000 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 4,961,736 Up-C Units held by Series MRCS that are beneficially owned by Frank C.

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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.

Includes 2,666,667 shares of Class A Common Stock issuable upon exercise of the CPIA Warrant pursuant to the Warrant Agreement, as amended, with Brickell Key Investments LP (“BKI”).

BKI is a Delaware limited partnership with two non-US entities as partners.

The ultimate beneficial owner for BKI is NatWest Pension Trustee Limited, the trustee for one of the five largest pension funds in the UK.

Beneficial ownership includes 549,948 Class A Common Stock (equivalent to 22,000 after the Reverse Stock Split) and 58,990,077 shares of Class A Common Stock underlying New Warrants as reported in Form 3 filed with the SEC on July 12, 2022.

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 Street, Woodmere, New York 11598.

YA II PN, Ltd.

is deemed to be the indirect beneficial owner of 1,735,410 shares of Class A Common Stock that YA II PN, Ltd.

may acquire under the SEPA or the Convertible Notes within 60 days (based on 15,636,062 shares of Class A Common Stock outstanding as of April 5, 2024, and the additional 1,735,410 shares of Class A Common Stock that may be acquired within 60 days, and subject to the 9.99% ownership limitations).

The reported beneficial ownership includes 31,612 shares of Class A Common Stock, and up to 1,700,290 shares of Class A Common Stock that VRM, or entities associated with VRM, may acquire within 60 days from the exchange or exercise of Up-C Units or warrants, respectively, the exchange and exercise of which are subject to 9.99% beneficial ownership limitations (the “Beneficial Ownership Limitations”).

VRM owns 31,497 shares of Class A Common Stock and it is the owner of record Up-C Units that may be exchanged for up to 3,739,964 shares of Class A Common Stock, subject to the Beneficial Ownership Limitations, and warrants exercisable for up to 62,073,998 shares of Class A Common Stock, subject to the Beneficial Ownership Limitations.

Virage Recovery Participation LP owns 115 shares of Class A Common Stock and it is the owner of record of Up-C Units that may be exchanged for up to 683,815 shares of Class A Common Stock, subject to the Beneficial Ownership Limitations.

The reported beneficial ownership percentage gives effect to the Beneficial Ownership Limitations, and is based on 15,636,062 shares of Class A Common Stock outstanding as of April 5, 2024, and an additional 1,700,290 shares of Class A Common Stock that may be acquired by VRM, or entities associated with VRM, within 60 days of April 5, 2024.

Virage Recovery LLC, a Texas limited liability company, is the sole general partner of both Virage Recovery Master LP and Virage Recovery Participation LP.

The sole members of Virage Recovery LLC are Edward Ondarza and Martin Shellist.

Alex Ruiz is the son of John H.

Ruiz, the Company’s Chief Executive Officer.

Beneficial ownership includes 955,647 shares of Class A Common Stock.

Beneficial ownership includes 9,445 shares of Class A Common Stock and 867,029 shares of Class A Common Stock issuable upon exercise of New Warrants as reported in Form 4 filed with the SEC on May 2, 2023.

Certain Relationships and Related Transactions, and Director Independence.

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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”).

Quesada provided a cash loan to the Company in the amount of $13.0 million 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;

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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:

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 $112.8 million (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.

Quesada of approximately $24.0 million.

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”).

In addition to the New Loan, the Law Firm 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 19 Subsequent Events of the 2022 Form 10-K.

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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.

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”).

(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:

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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.

As of December 31, 2023 and 2022, $155 thousand and $153 thousand was due from MSP Aviation and included in the consolidated balance sheets in Affiliate Receivable.

For the years ended December 31, 2023 and 2022, $187 thousand and $400 thousand was included in General and Administrative expenses related to MSP Aviation in the consolidated statements of operations, respectively.

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

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

Funds held for other entities

The Company may collect and/or hold cash on behalf of its affiliates in the ordinary course of business.

As of both December 31, 2023 and 2022, $19.8 million was due to affiliates of the Company and included in the consolidated balance sheets in Affiliate Payable.

These amounts were primarily due to Series MRCS, and will be repaid either through excess cash flows from operations or other financing.

During the year ended December 31, 2022, the Company also entered into a note payable with Series MRCS as outlined in Note 7, Intangible Assets , Net.

As of both December 31, 2023 and 2022, the balance of the note payable was $0.5 million and included in the consolidated balance sheets in Claims financing obligation and notes payable.

As of December 31, 2023 and 2022, there were additional receivables from other affiliates of $0.2 million and $0.1 million, respectively.

These were included in the consolidated balance sheets in Affiliate Receivable.

Historically, MSP Recovery has received Claims recovery service income for services provided to VRM MSP.

The Company concluded that VRM MSP is a related party due to ownership interests in the entity held by Series MRCS.

During the years ended December 31, 2022 and 2021, $10.6 and $11.5 million, respectively, of claims recovery service income was received from VRM MSP as part of the servicing agreement and was included in the consolidated statements of operations.

There was no Claims recovery service income for services provided to VRM MSP for the year ended December 31, 2023.

For the years ended December 31, 2023 and 2022, the Company recorded $221.4 million and $81.9 million, respectively, for interest expense related to the VRM Full Return and Virage MTA Amendment.

Prior the Business Combination, the Company had not guaranteed the VRM Full Return therefore no amount of interest was recorded by prior to Business Combination.

Working Capital Credit Facility Collateral

Pursuant to the Second Amended and Restated First Lien Credit Agreement, and in order to secure those additional advances of Term Loan B beginning in January 2024, the Company approved for Messrs.

John Ruiz and Frank Quesada to provide, as additional collateral, the following:

(i) a pledge of the equity interests in an Affiliate of Messrs.

John Ruiz and Frank Quesada;

and (ii) a personal guaranty by Messrs.

Ruiz and Frank C.

Quesada, as primary obligors, guaranteeing those additional advances of Term Loan B beginning in January 2024.

On December 22, 2023, our Board approved the Company's payment of certain costs and fees (including legal fees) on behalf of John H.

Ruiz and Frank C.

Quesada, associated with a mortgage granted in connection with said guaranty, totaling $0.1 million.

Registration Rights

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

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.

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.

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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.

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.

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.

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.

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, 2023 and 2022.

Accounting Fees and Services

1 unchanged sentence

All Other Fees

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.

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 and Quarterly Reports on Form 10-Q 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.

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 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.

5 unchanged sentences

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:

filed with this Annual Report on Form 10-K, together with the reports of our independent registered public accountants and Management’s Report on Internal Control over Financial Reporting:

Financial Statements

20 unchanged sentences

Amended and Restated Bylaws of the Company

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company

Specimen Unit Certificate of the Registrant

6 unchanged sentences

November 10, 2022

VRM Warrant Agreement

Form of Yorkville Convertible Debt

November 14, 2023

Letter Agreement, dated August 13, 2020, by and among the Registrant and its officers, directors, Nomura and the Sponsor

11 unchanged sentences

Indemnification Agreement

April 29, 2022

Administrative Support Agreement, dated August 13, 2020, by and between the Registrant and the Sponsor

12 unchanged sentences

Quesada and Lionheart II Holdings, LLC

Escrow Agreement

Escrow Agreement, entered into as of May 23, 2022, by and among MSP Recovery, Inc., f/k/a “Lionheart Acquisition Corporation II,” Lionheart II Holdings, LLC, John H.

Ruiz, as the representative of the Members and Continental Stock Transfer & Trust Company.

MSP Recovery, Inc.

2022 Omnibus Incentive Plan.

July 28, 2022

Lock-Up Agreement

Legal Services Agreement

Side Letter Agreement

Virage Side Letter Agreement

Legal Services Agreement, entered into as of May 23, 2022, by and between Lionheart II Holdings, LLC, La Ley con John H.

Ruiz P.A., d/b/a MSP Recovery Law Firm and MSP Law Firm.

Side Letter Agreement, entered into as of July 11, 2021, by and between John H.

Ruiz and Lionheart Acquisition Corporation II and Lionheart I.I Holdings, LLC

Virage Side Letter Agreement, dated as of July 11, 2021, by and among John H.

Ruiz, Frank C.

Quesada, Lionheart Acquisition Corporation II and Lionheart II Holdings, LLC.

VRM Full Return Guaranty Agreement

28 unchanged sentences

Membership Interest Purchase Agreement, dated March 29, 2023, by and among MSP Recovery LLC, MSP Recovery Claims, Series, LLC and Hazel Holdings I LLC

July 27, 2023

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

July 27, 2023

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

July 27, 2023

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

July 27, 2023

Amended and Restated Collateral Administration Agreement, dated March 29, 2023, by and between Hazel Partners Holdings LLC, Subrogation Holdings, LLC and MSP Recovery LLC

MTA Amendment No.

2 and Amendment to the Amended and Restated Security Agreement dated November 13, 2023 by and between Virage Recovery Master LP, Series MRCS, 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

November 14, 2023

Second Amended and Restated Credit Agreement, dated November 10, 2023 by and between Subrogation Holdings LLC, MSP Recovery, LLC, JRFQ Holdings, LLC, 4601 Coral Gables Property, LLC, Hazel Partners Holdings LLC and MSP Recovery Claims, Series LLC - Series 15-09-321

November 14, 2023

Standby Equity Purchase Agreement dated November 14, 2023 by and between YA II PN, LTD.

and MSP Recovery, Inc.

November 14, 2023

Registration Rights Agreement dated November 14, 2023 by and between YA II PN, LTD.

and MSP Recovery, Inc.

November 14, 2023

Amended and Restated Promissory Note dated March 26, 2024 by and between the MSP Recovery, Inc.

and Nomura Securities International, Inc.

MTA Amendment No.

3 and Amendment No.

2 to the Amended and Restated Security Agreement dated March 26, 2024 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

Yorkville SEPA Side Letter executed April 12, 2024

Yorkville Side Letter Agreement to Yorkville SEPA dated April 8, 2024

April 12, 2024

Consent of Deloitte & Touche LLP

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Executive Officer Incentive Compensation Recovery Policy

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

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

6 unchanged sentences

MSP Recovery, Inc.

July 26, 2023

April 12, 2024

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)

July 26, 2023

/s/ Ricardo Rivera

Chief Operating Officer and Interim Chief Financial Officer

April 12, 2024

/s/ Francisco Rivas-Vásquez

Francisco Rivas-Vásquez

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

Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

April 12, 2024

/s/ Francisco Rivas-Vásquez

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

April 12, 2024

Francisco Rivas-Vásquez

April 12, 2024

/s/ Ophir Sternberg

July 26, 2023

April 12, 2024

Ophir Sternberg

/s/ Beatriz Assapimonwait

July 26, 2023

April 12, 2024

Beatriz Assapimonwait

/s/ Michael Arrigo

July 26, 2023

April 12, 2024

Michael Arrigo

/s/ Thomas W.

July 26, 2023

April 12, 2024

/s/ Roger Meltzer

July 26, 2023

April 12, 2024

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