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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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MSP Recovery, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
553745209 (CUSIP Number) |
09/30/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 553745209 |
| 1 | Names of Reporting Persons
Virage Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,378,876.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Includes (i) 31,497 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") directly owned by Virage Recovery Master LP, (ii) 500,115 shares of Class A Common Stock owned by Virage Recovery Participation LP and 2,847,264 shares of Class A Common Stock underlying warrants and Up-C Units. Excludes 134,973,881 shares of Class A Common Stock underlying warrants and Up-C Units, the exchange and exercise of which are subject to 9.99% beneficial ownership limitations. As the investment manager of Virage Recovery Master LP and Virage Recovery Participation LP, Virage Capital Management LP may be deemed to indirectly beneficially own such securities.
(2) Based on 30,975,324 shares of Class A Common Stock of MSP Recovery, Inc. (the "Issuer") outstanding as of September 25, 2024 as reported in the Issuer's Information Statement on Schedule 14C, filed with the Securities and Exchange Commission on October 7, 2024.
SCHEDULE 13G
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| CUSIP No. | 553745209 |
| 1 | Names of Reporting Persons
Edward Ondarza | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,378,876.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Includes (i) 31,497 shares of Class A Common Stock directly owned by Virage Recovery Master LP, (ii) 500,115 shares of Class A Common Stock owned by Virage Recovery Participation LP and 2,847,264 shares of Class A Common Stock underlying warrants and Up-C Units. Excludes 134,973,881 shares of Class A Common Stock underlying warrants and Up-C Units, the exchange and exercise of which are subject to 9.99% beneficial ownership limitations. As the sole manager of the general partner of Virage Capital Management LP, Edward Ondarza may be deemed to indirectly beneficially own such securities.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
MSP Recovery, Inc. | |
| (b) | Address of issuer's principal executive offices:
3150 SW 38TH AVENUE, SUITE 1100, MIAMI, FLORIDA, 33146. | |
| Item 2. | ||
| (a) | Name of person filing:
Virage Capital Management LP and Edward Ondarza (each a "Reporting Person" and together, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
1700 Post Oak Boulevard 2 BLVD Place, Suite 300, Houston, Texas 77056 | |
| (c) | Citizenship:
Virage Capital Management LP is a limited partnership incorporated under the laws of State of Texas. Edward Ondarza is a United States citizen. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
3,378,876 | |
| (b) | Percent of class:
9.99 %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
3,378,876 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
3,378,876 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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VCM - Joint Filing Agreement (Schedule 13G) |