Sec Form 13D Filing - John H. Ruiz filing for MSP Recovery, Inc. (MSPR) - 2025-03-05

Item 4 of the Existing Schedule 13D is hereby supplemented as follows:This Amendment No. 2 is being filed to reflect that Ms. Ruiz and Mr. Ruiz have entered into an Irrevocable Proxy that grants to Mr. Ruiz, and divests from Ms. Ruiz, sole and full voting and investment power over 1,899,435 shares of Class A Common Stock beneficially owned by the Trust (the "Trust Shares") that Ms. Ruiz may otherwise be deemed to beneficially own through her capacity as co-trustee of the Trust. This agreement is irrevocable and coupled with an interest. The Irrevocable Proxy was executed to clarify beneficial ownership following the terms of a marital settlement agreement between Mr. Ruiz and Ms. Ruiz.

(a) and (b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Amendment No. 2 are incorporated herein by reference as of the date hereof.As of the date hereof, Mr. Ruiz beneficially owns, in the aggregate, 2,434,188 shares of Class A Common Stock, comprised of (i) 1,037,090 shares of Class A Common Stock beneficially owned by Mr. Ruiz and (ii) 1,397,098 shares of Class A Common Stock issuable upon the conversion of an equal number of Up-C Units, subject to the terms of the LLC Agreement, comprised of 463,096 directly held by Series MRCS, and 934,002 directly held by Jocral Family LLLP. This aggregate amount represents 43.2% of the shares of Class A Common Stock deemed outstanding (based on the Post-Split Class A Shares Outstanding plus 1,397,098 shares of Class A Common Stock issuable in exchange for an equal number of Up-C Units pursuant to the LLC Agreement, including shares held in escrow pursuant to the MIPA Escrow Agreement, VRM Escrow Agreement and LLCA Escrow Agreement (as each is defined herein). Mr. Ruiz beneficially owned approximately 32.2% of the number of outstanding shares of the Issuer with voting rights as of February 21, 2025 (the "Combined Voting Shares Outstanding"), which is the sum of (a) the Post-Split Class A Shares Outstanding and (b) the "Post-Split Class V Shares Outstanding". Pursuant to the terms of the limited liability company agreement of Quesada Group (the "Quesada Group LLC Agreement"), Mr. Ruiz, as the Liquidation Manager, has the authority to dispose of assets held by Quesada Group, including Issuer Securities, under certain circumstances. Accordingly, Mr. Ruiz may be deemed to beneficially own an additional 304,712 shares of Class A Common Stock issuable upon the conversion of an equal number of Up-C Units held by Quesada Group, increasing his aggregate ownership to 2,738,900 shares of Class A Common Stock issuable in respect of Up-C Units, or 46.2% of the shares of Class A Common Stock deemed outstanding (based on the Post-Split Class A Shares Outstanding plus 1,701,810 shares of Class A Common Stock issuable in exchange for an equal number of Up-C Units pursuant to the LLC Agreement) and may be deemed to beneficially own 36.3% of the shares of the Combined Voting Shares Outstanding. This Schedule 13D shall not be construed as an admission that Mr. Ruiz, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Schedule 13D.As of the date hereof, Mayra Ruiz beneficially owns in the aggregate 1,029,477 shares of Class A Common Stock, including of (a) 708,123 shares held by Ruiz Group, comprised of (i) 297,998 shares of Class A Common Stock issuable in respect of an equal number of Up-C Units, subject to the terms of the LLC Agreement, as further described in Item 6 of the Existing Schedule 13D and (ii) 410,125 shares of Class A Common Stock, (b) 320,000 shares of Class A Common Stock, and (c) 1,354 Class A Common Stock issuable upon the exercise of warrants to purchase shares of Class A Common Stock at $7,187.50 per shares, which become exercisable on June 22, 2022 and expire on May 23, 2027. These amounts represent, in the aggregate, 22.7% of Class A Common Stock Outstanding (based on the Post-Split Class A Shares Outstanding plus 1,012,123 shares of Class A Common Stock issuable in exchange for an equal number of Up-C Units pursuant to the LLC Agreement), including shares held in escrow pursuant to the MIPA Escrow Agreement, VRM Escrow Agreement and LLCA Escrow Agreement (as each defined herein). Ms. Ruiz beneficially owned 13.6% of the Combined Voting Shares Outstanding.

See (a) above.

On March 3, 2025, Ms. Ruiz disposed of shared beneficial ownership, resulting in Mr. Ruiz having sole beneficial ownership, over the Trust Shares pursuant to the Irrevocable Proxy.

Not applicable.

Not applicable.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:The description of the Irrevocable Proxy contained in Item 4 above is incorporated herein by reference.

1. Joint Filing Agreement, dated as of June 2, 2022, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by Mr. Ruiz with the SEC on June 6, 2022).2. Exhibit 4.1 Irrevocable Proxy dated March 5, 2025, by and between Mayra C. Ruiz and John H. Ruiz.