UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

 

MSP RECOVERY, INC.
(Name of Issuer)
 
Class A Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
 
553745100
(CUSIP Number)
 
January 1, 2023
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 2 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

CF Principal Investments, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

 

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,129,589

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,129,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,129,589

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%(1)

12

TYPE OF REPORTING PERSON

 

OO

 

(1)This percentage is calculated based on 73,840,509 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2022, as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 3 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Cantor Fitzgerald Securities

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

 

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,129,589

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,129,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,129,589

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%(1)

12

TYPE OF REPORTING PERSON

 

PN

 

(1)This percentage is calculated based on 73,840,509 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2022, as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 4 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Cantor Fitzgerald, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

 

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,129,589

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,129,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,129,589

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%(1)

12

TYPE OF REPORTING PERSON

 

PN

 

(1)This percentage is calculated based on 73,840,509 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2022, as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 5 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

CF Group Management, Inc.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

 

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,129,589

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,129,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,129,589

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%(1)

12

TYPE OF REPORTING PERSON

 

CO

 

(1)This percentage is calculated based on 73,840,509 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2022, as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 6 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Howard W. Lutnick

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

 

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,129,589

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,129,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,129,589

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%(1)

12

TYPE OF REPORTING PERSON

 

IN

 

(1)This percentage is calculated based on 73,840,509 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2022, as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 7 of 11

 

Item 1(a). Name of Issuer:
   
  MSP Recovery, Inc.
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
 

2710 Le Jeune Road

Floor 10

Coral Gables, Florida

   
Item 2(a). Name of Person Filing:
   
 

CF Principal Investments, LLC, Cantor Fitzgerald Securities, Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”).

 

Item 2(b). Address of Principal Business Office or, if none, Residence:
   
 

110 East 59th Street

New York, New York 10022

   
Item 2(c). Citizenship:
   
  CF Principal Investments, LLC is a Delaware limited liability company. Cantor Fitzgerald Securities is a general partnership formed in New York. Cantor Fitzgerald, L.P. is a Delaware limited partnership, CF Group Management, Inc. is a New York corporation and Mr. Lutnick is a citizen of the United States of America.
   
Item 2(d). Titles of Classes of Securities:
   
  Class A Common Stock, par value $0.0001 per share.
   
Item 2(e). CUSIP Number:
   
  553745100

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

(a) ☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
     
(b) ☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
     
(c) ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
     
(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
     
(e) ☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
     
(f) ☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
     
(g) ☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 8 of 11

 

(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
     
(i) ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
     
(j) ☐ Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
     
(k) ☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________

 

Item 4. Ownership
 

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of January 1, 2023, the Reporting Persons may be deemed to beneficially own an aggregate of 1,129,589 Class A Common Stock, par value $0.0001 per share (“Common Stock”) of MSP Recovery, Inc. (the “Issuer”), representing 1.5% of the Issuer’s outstanding Common Stock. This number excludes certain warrants received by CFPI as a dividend upon the closing of the Issuer’s business combination. CFPI has agreed to transfer such warrants to the Issuer for cancellation and as such, has no voting or investment power over the warrants or any Common Stock underlying the warrants.

 

The percentage of the Common Stock held by the Reporting Persons is based on 73,840,509 shares of Class A Common Stock outstanding as October 31, 2022, as reported on the Issuer’s Quarterly Report filed with the Securities and Exchange Commission on November 10, 2022.

 

CF Principal Investments, LLC (“CFPI”) is the record holder of the securities reported herein.

 

CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. (“Cantor”) and directly or indirectly controls the managing general partner of CFS. Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM’s sole stockholder. Cantor, indirectly, holds a majority of the ownership interests of Cantor Fitzgerald Securities (“CFS”), which is the managing member of CFPI. As such, each of CFS, Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFPI. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 9 of 11

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not Applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
   
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not Applicable.
   
Item 10. Certification.

 

  By signing below the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 10 of 11

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2023

 

  CF PRINCIPAL INVESTMENTS, LLC
   
  By: /s/ Mark Kaplan
    Name: Mark Kaplan
    Title: Chief Operating Officer
       
  CANTOR FITRZGERALD SECURITIES
   
  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title: Chief Executive Officer
   
  CANTOR FITZGERALD, L.P.
   
  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title: Chief Executive Officer
       
  CF GROUP MANAGEMENT, INC.
   
  By: /s/ Howard W. Lutnick
    Name:  Howard W. Lutnick
    Title: Chief Executive Officer
   
  By: /s/ Howard W. Lutnick
    Howard W. Lutnick

 

 

 

 

CUSIP No. 553745100 SCHEDULE 13G Page 11 of 11

 

Exhibit Index

 

Exhibit No.   Description
99.1   Joint Filing Agreement, dated as of February 14, 2023, by and among the Reporting Persons

 

 

 

 

 

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