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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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CUSIP No.
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553745100
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1
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NAMES OF REPORTING PERSONS
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Nomura Securities International, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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16,803,030 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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16,803,030 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,803,030 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.0% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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N/A
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(1) |
Consists of (i) 138,870 shares of Class A Common Stock, (ii) 277,500 shares of Class A Common Stock the Reporting Person has the right to acquire upon the exercise of warrants with an exercise price of $0.0001
per share and exercisable within 30 days after May 27, 2022 (“Old Warrants”), and (iii) 16,386,660 shares of Class A Common Stock the Reporting Person 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 (“New Warrants”) beneficially owned as of May 31, 2022.
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(2) |
Based on 67,173,336 shares of Class A Common Stock outstanding as of June 30, 2022, plus (i) 277,500 Class A Common Stock issuable upon the exercise of the Old Warrants and (ii) 16,386,660 Class A Common Stock issuable upon the exercise of
the New Warrants, each of (i) and (ii) which have been added to the total Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No.
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553745100
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1
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NAMES OF REPORTING PERSONS
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Nomura Holdings Inc. (1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Japan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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16,803,030 (2)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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16,803,030 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,803,030 (2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.0% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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N/A
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(1) |
Nomura Securities International, Inc. (“NSI”) is a wholly owned subsidiary of Nomura Holdings Inc (“NHI”) and accordingly NHI may be deemed to beneficially own the shares of Class A Common Stock held by NSI.
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(2) |
Consists of (i) 138,870 shares of Class A Common Stock held directly by NSI, (ii) 277,500 shares of Class A Common Stock NSI has the right to acquire upon the exercise of Old Warrants held directly by NSI, and
(iii) 16,386,660 shares of Class A Common Stock NSI has the right to acquire upon the exercise of New Warrants held directly by NSI.
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(3) |
Based on 67,173,336 shares of Class A Common Stock outstanding as of June 30, 2022, plus (i) 277,500 Class A Common Stock issuable upon the exercise of the Old Warrants and (ii) 16,386,660 Class A Common Stock issuable upon the exercise of
the New Warrants, each of (i) and (ii) which have been added to the total Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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(a)
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Name of Issuer
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MSP Recovery, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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2701 Le Jeune Road, Floor 10, Coral Gables, Florida 33134
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(a)
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Name of Person Filing
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Nomura Holdings Inc. (NHI)
Nomura Securities International, Inc. (NSI)
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(b)
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Address of Principal Business Office or, if none, Residence
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NHI: 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan
NSI: Worldwide Plaza, 309 West 49th Street, New York, NY 10019
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(c)
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Citizenship
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NHI: Japan
NSI: New York
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(d)
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Title of Class of Securities
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Class A Common Stock, $0.0001 par value
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(e)
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CUSIP Number
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553745100
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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:
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(a)
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☒
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☒
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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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)
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☐
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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)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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A 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:
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Item 4. |
Ownership.
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Item 5. |
Ownership of Five Percent or Less of a Class
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Item 8. |
Identification and Classification of Members of the Group
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Item 9. |
Notice of Dissolution of Group
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Item 10. |
Certification
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Nomura Securities International, Inc.
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Date: July 14, 2022
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By:
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/s/ Fernando Del Puerto
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Name: Fernando Del Puerto
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Title: Managing Director
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Nomura Holdings Inc
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Date: July 14, 2022
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By:
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/s/ Samir Patel
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Name: Samir Patel
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Title: Managing Director
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Attention:
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Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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Nomura Securities International, Inc.
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By:
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/s/ Fernando Del Puerto
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Name: Fernando Del Puerto
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Title: Managing Director
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Nomura Holdings Inc
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By:
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/s/ Samir Patel
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Name: Samir Patel
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Title: Managing Director
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