Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 18271L107 |
Schedule 13G |
Page 1 of 7 |
|
1. |
Names of Reporting Persons
FFI Fund Ltd. |
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x |
|
|
3. |
SEC Use Only |
|
|
4. |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
|
6. |
Shared Voting Power
1,461,822 shares of Common Stock |
|
7. |
Sole Dispositive Power
0 |
|
8. |
Shared Dispositive Power
1,461,822 shares of Common Stock |
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,461,822 shares of Common Stock |
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
11. |
Percent of Class Represented by Amount in Row (9)
2.81% |
|
|
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 18271L107 |
Schedule 13G |
Page 2 of 7 |
|
1. |
Names of Reporting Persons
FYI Ltd. |
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x |
|
|
3. |
SEC Use Only |
|
|
4. |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
|
6. |
Shared Voting Power
280,349 shares of Common Stock |
|
7. |
Sole Dispositive Power
0 |
|
8. |
Shared Dispositive Power
280,349 shares of Common Stock |
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
280,349 shares of Common Stock |
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
11. |
Percent of Class Represented by Amount in Row (9)
.54% |
|
|
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 18271L107 |
Schedule 13G |
Page 3 of 7 |
|
1. |
Names of Reporting Persons
Olifant Fund, Ltd. |
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x |
|
|
3. |
SEC Use Only |
|
|
4. |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power 0 |
|
6. |
Shared Voting Power
260,324 shares of Common Stock |
|
7. |
Sole Dispositive Power 0 |
|
8. |
Shared Dispositive Power
260,324 shares of Common Stock |
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
260,324 shares of Common Stock |
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
11. |
Percent of Class Represented by Amount in Row (9)
.50% |
|
|
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 18271L107 |
Schedule 13G |
Page 4 of 7 |
|
1. |
Names of Reporting Persons
Bracebridge Capital, LLC |
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
o |
|
|
(b) |
x |
|
|
3. |
SEC Use Only |
|
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
|
6. |
Shared Voting Power
2,002,495 shares of Common Stock |
|
7. |
Sole Dispositive Power
0 |
|
8. |
Shared Dispositive Power
2,002,495 shares of Common Stock |
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,002,495 shares of Common Stock |
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
11. |
Percent of Class Represented by Amount in Row (9)
3.85% |
|
|
12. |
Type of Reporting Person (See Instructions)
OO, IA |
CUSIP No. 18271L107 |
Schedule 13G |
Page 5 of 7 |
Item 1.
Clarus Therapeutics Holdings, Inc. (the “Issuer”).
| (b) | Address of the Issuer’s Principal Executive Offices: |
555 Skokie Boulevard, Suite 340, Northbrook, IL
60062
Item 2.
| (a) | Name of Person Filing: |
This joint statement on Schedule 13G is being filed by FFI
Fund Ltd. (“FFI”), FYI Ltd. (“FYI”), Olifant Fund, Ltd. (“Olifant” and collectively with FFI
and FYI, the “Funds”), and Bracebridge Capital, LLC (the “Investment Manager”), who are collectively referred
to as the “Reporting Persons.” The Investment Manager is the investment manager of each of the Funds. The Reporting
Persons have entered into a Joint Filing Agreement, dated as of September 17, 2021, a copy of which is filed with this Schedule 13G/A as Exhibit 99.1
(which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k) under the Act.
| (b) | Address of Principal Business Office: |
The principal business office of the Reporting Persons with
respect to the Shares reported hereunder is 888 Boylston Street, 15th Floor, Boston, Massachusetts 02199.
The Investment Manager is a Delaware limited liability company.
Each of the Funds is a Cayman Islands exempted company.
| (d) | Title and Class of Securities: |
Shares of common stock, $0.0001 par value per share, of the
Issuer (the “Shares”).
18271L107.
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: |
N/A.
(a). Amount
beneficially owned:
As of the date hereof, the Reporting Persons, in the aggregate,
may be deemed to beneficially own 2,002,495 Shares, which amount includes (i) the 1,461,822 Shares beneficially owned by FFI, (ii) the
280,349 Shares beneficially owned by FYI, and (iii) the 260,324 Shares beneficially owned by Olifant.
CUSIP No. 18271L107 |
Schedule 13G |
Page 6 of 7 |
(b). Percent
of class:
As of the date hereof, the Reporting Persons, in the
aggregate, may be deemed the beneficial owner of approximately 3.85% of Shares outstanding, which amount includes (i) 2.81% of
Shares outstanding beneficially owned by FFI, (ii) .54% of Shares outstanding beneficially owned by FYI, and (iii) .50% of
Shares outstanding beneficially owned by Olifant. The percentage of Shares beneficially owned by each Reporting Person is based on a
total of 52,020,731 Shares outstanding as of May 11, 2022, as reported in the Issuer’s quarterly report on Form 10-Q for
the quarter ending March 31, 2022.
(c). Number
of shares as to which such person has:
FFI:
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or to direct the vote: 1,461,822
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition of: 1,461,822
FYI:
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or to direct the vote: 280,349
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition of: 280,349
Olifant:
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or to direct the vote: 260,324
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition of: 260,324
The Investment Manager:
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or to direct the vote: 2,002,495
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition of: 2,002,495
Each of the Funds has the power to vote and dispose of the
Shares beneficially owned by such entity (as described above), and each of the Funds expressly disclaims beneficial ownership of any Shares
not owned directly by it except to the extent of any pecuniary interest therein. The Investment Manager, as the investment manager of
each of the Funds, has the authority to vote and dispose of all of the Shares reported in this Schedule 13G, but expressly disclaims beneficial
ownership of any Shares not owned directly by it except to the extent of its pecuniary interest therein.
Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following x.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
N/A.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
or Control Person: |
N/A.
CUSIP No. 18271L107 |
Schedule 13G |
Page 7 of 7 |
Item 8. | Identification and Classification of Members of the Group: |
N/A.
Item 9. | Notice of Dissolution of Group: |
N/A.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above 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 Rule 240.14a-11.
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.
July 6, 2022
|
BY: |
/s/ John N. Spinney, Jr. |
|
Name: John N. Spinney, Jr. |
|
Title: Authorized Signatory |
|
BY: |
/s/ John N. Spinney, Jr. |
|
Name: John N. Spinney, Jr. |
|
Title: Authorized Signatory |
|
BY: |
/s/ John N. Spinney, Jr. |
|
Name: John N. Spinney, Jr. |
|
Title: Authorized Signatory |
|
BY: |
/s/ John N. Spinney, Jr. |
|
Name: John N. Spinney, Jr. |
|
Title: Authorized Signatory |
[Signature Page to Schedule 13G]
EXHIBIT LIST