SEC Form SC 13D/A filed by Rani Therapeutics Holdings Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Rani Therapeutics Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

753018 100

(CUSIP Number)

Isidoro Alfonso Quiroga Cortés

Aequanimitas Limited Partnership

Avenida Presidente Riesco 5711

Oficina 1603,

Las Condes, Santiago, Chile

+56 22 798-9600

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

November 24, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 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).

(1)          The percentage calculation is based on 25,880,064 shares of Class A Common Stock of the Issuer issued and outstanding as of November 3, 2023, as reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 8, 2023.

(2)          The percentage calculation is based on 25,880,064 shares of Class A Common Stock of the Issuer issued and outstanding as of November 3, 2023, as reported by the Issuer on its Form 10-Q filed with the SEC on November 8, 2023.

This Amendment No. 1 (“Amendment No. 1”), supplements and amends the Statement on Schedule 13D filed on February 1, 2022 (the “Prior 13D Filing”), relating to the beneficial ownership of certain shares Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), of Rani Therapeutics Holdings, Inc. (the “Issuer”), a Delaware corporation. . Information reported in the Prior 13D Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Prior 13D Filing. Responses to each item of this Amendment No. 1 are incorporated by reference into the response to each other item, as applicable.

This Amendment No. 1 relates to the Issuer’s Class A Common Stock. The principal executive offices of the Issuer are located at 2051 Ringwood Avenue, San Jose, California 95131.

Quiroga Cortés directly owns 100% of the issued and outstanding interest of Aequanimitas Management LLC (the “General Partner”). The General Partner directly controls Aequanimitas as its general partner with the power to manage Aequanimitas. Quiroga Cortés is the sole limited partner of Aequanimitas.

Since the Prior 13D Filing, Aequanimitas purchased an aggregate of 69,080 shares of Class A Common Stock for an aggregate purchase price of approximately $0.4 million in multiple open-market purchases during October 2022, November 2022, and December 2022, in each case as previously reported on a Form 4 filed with the SEC.

The funds used by Aequanimitas to purchase the Class A Common Stock were obtained from its working capital.

Since the Prior 13D Filing and following the purchases disclosed above, on November 24, 2023, Aequanimitas sold an aggregate of 5,265,165 shares of Class A Common Stock, which represented 99.9% of the shares of Class A Common Stock held by Aequanimitas, for an aggregate purchase price of approximately $10.6 million in a single private secondary sale transaction, which was priced at the prevailing market price.

The information contained above in Item 1 and Item 3 of this Amendment No. 1 is incorporated herein by reference.

Quiroga Cortés indirectly holds an aggregate of 0 shares of Class A Common Stock of the Issuer. Each share of Class A Common Stock is entitled to one vote.

Quiroga Cortés, through the General Partner, indirectly controls Aequanimitas, which has sole voting power and sole dispositive power with respect to 0 shares of Class A Common Stock of the Issuer held directly by it. Aequanimitas is controlled by its general partner, the General Partner, which is wholly owned by Quiroga Cortés.

The shares of Class A Common Stock owned by the Reporting Persons as a percentage of the outstanding shares of Class A Common Stock of the Issuer presented in this Amendment No. 1 is based upon 25,880,064 shares of Class A Common Stock issued and outstanding as of November 3, 2023, as reported by the Issuer on its Form 10-Q filed with the SEC on November 8, 2023.

The information set forth in Items 3 and 4 of this Amendment No. 1 is incorporated herein by reference.

Exhibit 99.1 — Joint Filing Agreement, dated December 8, 2023.

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 8, 2023