SEC Form SC 13G/A filed by MSP Recovery Inc. (Amendment)

MSP Recovery, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

553745209

(CUSIP Number)

December 31, 2023

(Date of Event which Requires Filing of this Statement)

(1)

Consists of (i) 7,281 shares of Class A Common Stock owned by Nomura Securities International, Inc. (“NSI”) and (ii) 653,000 shares of Class A Common Stock NSI has the right to acquire upon the exercise of warrants with an exercise price of $11.50 per share and exercisable within 30 days after May 27, 2022 (the “Warrants”) beneficially owned as of December 31, 2023. NSI is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares of Class A Common Stock beneficially owned by NSI.

(2)

The percent of class is calculated based on 14,415,930 shares of Class A Common Stock issued and outstanding as of November 27, 2023, as reported in the Issuer’s Registration Statement on Form S-1/A filed with the SEC on December 8, 2023, plus 653,000 shares of Class A Common Stock issuable upon the exercise of the Warrants, which have been added to the total Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

(3)	Consists of (i) 7,281 shares of Class A Common Stock and (ii) 653,000 shares of Class A Common Stock the Reporting Person has the right to acquire upon the exercise of the Warrants.

(4)

The percent of class is calculated based on 14,415,930 shares of Class A Common Stock issued and outstanding as of November 27, 2023, as reported in the Issuer’s Registration Statement on Form S-1/A filed with the SEC on December 8, 2023, plus 653,000 shares of Class A Common Stock issuable upon the exercise of the Warrants, which have been added to the total Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

Item 1.	(a)	Name of Issuer:   MSP Recovery, Inc. (the “Issuer”)
	(b)	Address of Issuer's Principal Executive Offices:   2701 Le Jeune Road, Floor 10 Coral Gables, Florida 33134
Item 2.	(a)	Name of Person(s) Filing: Nomura Holdings, Inc. Nomura Securities International, Inc.
	(b)	Address of Principal Business Office or, if none, Residence: Nomura Holdings, Inc. 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan   Nomura Securities International, Inc. Worldwide Plaza 309 West 49th Street New York, NY 10019
	(c)	Citizenship: Nomura Holdings, Inc. Japan   Nomura Securities International, Inc. New York
	(d)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)
	(e)	CUSIP Number:   553745209

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	☒	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the 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)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☒	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A 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)	☐	A 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.

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certification.

	Nomura Holdings, Inc.
	/s/ Samir Patel
	Name:  Samir Patel
	Title:  Managing Director
	Nomura Securities International, Inc.
	/s/ Fernando Del Puerto
	Name:  Fernando Del Puerto
	Title:  Managing Director

Exhibit	Exhibit
A	Joint Filing Agreement
B	Subsidiaries

Nomura Holdings, Inc.
/s/ Samir Patel
Name:  Samir Patel
Title:  Managing Director
Nomura Securities International, Inc.
/s/ Fernando Del Puerto
Name:  Fernando Del Puerto
Title:  Managing Director