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December 23, 2022
John H. Ruiz
Chief Executive Officer
MSP Recovery, Inc.
2701 Le Jeune Road, Floor 10
Coral Gables, FL 33134
Re:MSP Recovery, Inc.
Registration Statement on Form S-1
Filed November 30, 2022
File No. 333-268616
Dear John H. Ruiz:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed November 30, 2022
Frequently Used Terms, page iii
1.Please refrain from defining terms solely by referencing their use in another document,
such as “MSP Principals” and “MSP Purchased Companies.”  Please identify these
individuals or entities.
Prospectus Summary
Claim Proceeds Investment Agreement, page 4
2.Please clarify that approximate amount of shares that may eventually sold to and issued to
Brickell Key Investments LP under the CPIA and approximately the maximum ownership
percentage.  It appears that a concentration of your beneficial ownership of Class A shares
may be held by Brickell Key for the extinguishment of $63 million of your debt.

 FirstName LastNameJohn H.  Ruiz
 Comapany NameMSP Recovery, Inc.
 December 23, 2022 Page 2
 FirstName LastName
John H.  Ruiz
MSP Recovery, Inc.
December 23, 2022
Page 2
3.We note your disclosure on page 69 that the original investment by Brickell under the
CPIA was $23 million, but it currently holds $143 million of debt that will be reduced to
$80 million after the offering.  Please illustrate how the amount of indebtedness grew to
$143 million from the initial funding.
Beneficial Ownership of Securities, page 97
4.Please clarify why Brickell Key Investments LP is not disclosed as a principal stockholder
in the beneficial ownership table.  Further, disclose the natural person(s) that hold voting
and/or investment power over the shares that will be held by Brickell Key Investments
and its affiliates.
General
5.Please file your Amended and Original Claims Proceeds Investment Agreements as
exhibits or advise us why they are not material under Item 601(b)(10) of Regulation S-K.
Further, to the extent material, describe the terms of the Original Claims Proceeds
Investment Agreement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam Buehler, Esq.