Sec Form 3 Filing - CF Principal Investments LLC @ MSP Recovery, Inc. - 2022-05-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CF Principal Investments LLC 2. Issuer Name and Ticker or Trading Symbol MSP Recovery, Inc. [ MSPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 110 EAST 59TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2022 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.0001 per share 1,129,589 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants to purchase Class A Common Stock $ 11.5 06/24/2022( 1 ) ( 2 ) Class A Common Stock 133,291,502 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CF Principal Investments LLC 110 EAST 59TH STREET NEW YORK, NY10022 X CANTOR FITZGERALD SECURITIES 110 EAST 59TH STREET NEW YORK, NY10022 X CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK, NY10022 X CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY10022 X LUTNICK HOWARD W 110 EAST 59TH STREET NEW YORK, NY10022 X Signatures /s/ Howard Lutnick 06/01/2022 Signature of Reporting Person Date /s/ Howard Lutnick, as President and Chief Executive Officer of CF Principal Investments, LLC 06/01/2022 Signature of Reporting Person Date /s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald Securities 06/01/2022 Signature of Reporting Person Date /s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald L.P. 06/01/2022 Signature of Reporting Person Date /s/ Howard Lutnick, as Chief Executive Officer of CF Group Management, Inc. 06/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Notwithstanding the terms of the warrants, as described in the issuer's Form 8-K filed on May 18, 2022, CFPI has irrevocably agreed to transfer the warrants to the Issuer for cancellation and has no exercise rights with respect thereto. ( 2 )Under the terms of the New Warrant Agreement governing the warrants, the form of which is attached as Exhibit M to the Issuer's proxy statement filed on May 3, 2022, the warrants expire at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes the Business Combination, (y) the liquidation of the Company, and (z) the Redemption Date. The foregoing capitalized terms have the meanings set forth in the New Warrant Agreement.

Remarks: 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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