SEC Form SC 13G filed by Comera Life Sciences Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Comera Life Sciences Holdings, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
Warrants
(Title of Class of Securities)
20037C108
(CUSIP Number)
January 4, 2023
(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)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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).
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Freebird Partners LP | |||||
| 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 |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,313,423 (1) | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,313,423 (1) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,423 (1)(2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)*
5.71%(2) | |||||
| 12 | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes (i) 570,181 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 40,325 shares of Common Stock (the “Earn-out Shares”) were issued to Freebird Partners LP, a Texas limited partnership (“Freebird Partners”) pursuant to that certain Business Combination Agreement dated January 31, 2022 (the “Business Combination Agreement”), by and among OTR Acquisition Corp., Comera Life Sciences Holdings, Inc. (the “Issuer”), CLS Sub Merger 1 Corp., CLS Sub Merger 2 Corp., and Comera Life Sciences Inc., and are currently held in escrow until the occurrence of certain events, as described in the Business Combination Agreement, filed as Exhibit 2.1 to the Issuer’s Prospectus Supplement No. 1 to Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2022, and (ii) 371,621 warrants (the “Warrants”) representing the right to purchase two shares of Common Stock (the “Warrant Shares”) of the Issuer at an exercise price of $1.23 per Warrant Share, directly beneficially owned by Freebird Partners. Freebird Investments LLC, a Texas limited liability company (“Freebird Investments”), serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. |
| (2) | Such percentage is based on an aggregate of 22,265,463 shares of Common Stock and 743,242 Warrants Shares of the Issuer underlying the Warrants held by Freebird Partners, which is calculated by adding (i) 22,265,463 shares of Common Stock issued and outstanding as of January 5, 2022 as provided by the Issuer and (ii) 743,242 Warrant Shares underlying the Warrants held by Freebird Partners that the Issuer sold pursuant to that certain Securities Purchase Agreement dated January 2, 2023, as announced in the Issuer’s Current Report on Form 8-K filed with the SEC on January 4, 2023. |
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Freebird Investments LLC | |||||
| 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 |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,313,423 (1) | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,313,423 (1) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,423 (1)(2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)*
5.71%(1)(2) | |||||
| 12 | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes (i) 570,181 shares of Common Stock, of which 40,325 are Earn-out Shares, which were issued to Freebird Partners pursuant to that certain Business Combination Agreement and are currently held in escrow until the occurrence of certain events, as described in the Business Combination Agreement, filed as Exhibit 2.1 to the Issuer’s Prospectus Supplement No. 1 to Form S-1 filed with the SEC on August 15, 2022, and (ii) 371,621 Warrants representing the right to purchase two Warrant Shares of the Issuer at an exercise price of $1.23 per Warrant Share, directly beneficially owned by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Mr. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. |
| (2) | Such percentage is based on an aggregate of 22,265,463 shares of Common Stock and 743,242 Warrants Shares of the Issuer underlying the Warrants held by Freebird Partners, which is calculated by adding (i) 22,265,463 shares of Common Stock issued and outstanding as of January 5, 2022 as provided by the Issuer and (ii) 743,242 Warrant Shares underlying the Warrants held by Freebird Partners that the Issuer sold pursuant to that certain Securities Purchase Agreement dated January 2, 2023, as announced in the Issuer’s Current Report on Form 8-K filed with the SEC on January 4, 2023. |
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Curtis Huff | |||||
| 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.
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,313,423 (1) | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,313,423 (1) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,423 (1)(2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)*
5.71%(1)(2) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Includes (i) 570,181 shares of Common Stock, of which 40,325 are Earn-out Shares, which were issued to Freebird Partners pursuant to that certain Business Combination Agreement and are currently held in escrow until the occurrence of certain events, as described in the Business Combination Agreement, filed as Exhibit 2.1 to the Issuer’s Prospectus Supplement No. 1 to Form S-1 filed with the SEC on August 15, 2022, and (ii) 371,621 Warrants representing the right to purchase two Warrant Shares of the Issuer at an exercise price of $1.23 per Warrant Share, directly beneficially owned by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Mr. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. |
| (2) | Such percentage is based on an aggregate of 22,265,463 shares of Common Stock and 743,242 Warrants Shares of the Issuer underlying the Warrants held by Freebird Partners, which is calculated by adding (i) 22,265,463 shares of Common Stock issued and outstanding as of January 5, 2022 as provided by the Issuer and (ii) 743,242 Warrant Shares underlying the Warrants held by Freebird Partners that the Issuer sold pursuant to that certain Securities Purchase Agreement dated January 2, 2023, as announced in the Issuer’s Current Report on Form 8-K filed with the SEC on January 4, 2023. |
| Item 1. | |
| (a) | Name of Issuer |
Comera Life Sciences Holdings, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
12 Gill Street, Suite 4650
Woburn, Massachusetts 01801
| Item 2. | |
| (a) | Name of Person Filing |
This statement is filed by the following entities and individuals (collectively, referred to as the “Reporting Persons”):
• Freebird Partners LP, a Texas limited partnership;
• Freebird Investments LLC, a Texas limited liability company;
• Curtis W. Huff, an individual and a citizen of the United States of America.
Freebird Investments LLC is the general partner of Freebird Partners LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Freebird Partners LP.
Curtis Huff is the sole member of Freebird Investments LLC, which is the general partner of Freebird Partners LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Freebird Partners LP.
Freebird Partners LP, Freebird Investments LLC, and Mr. Huff have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office for each of the Reporting Persons is:
2800 Post Oak Blvd, Suite 2000
Houston, TX 77056
| (c) | Citizenship |
See Row 4 of cover page for each Reporting Person.
| (d) | Title of Class of Securities |
Common stock, par value $0.0001 per share.
| (e) | CUSIP Number |
20037C108
| 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: |
Not applicable.
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned |
See Row 9 of cover page for each Reporting Person.
| (b) | Percent of Class |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
See Row 5 of cover page for each Reporting Person.
| (ii) | shared power to vote or to direct the vote |
See Row 6 of cover page for each Reporting Person.
| (iii) | sole power to dispose or to direct the disposition of |
See Row 7 of cover page for each Reporting Person.
| (iv) | shared power to dispose or to direct the disposition of |
See Row 8 of cover page for each Reporting Person.
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 ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
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.
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.
January 10, 2023
FREEBIRD PARTNERS LP
By: Freebird Investments LLC, its general partner
| By: | /s/ Curtis Huff | |
| Name: Curtis Huff | ||
| Title: Chairman and President | ||
| FREEBIRD INVESTMENTS LLC | ||
| By: | /s/ Curtis Huff | |
| Name: Curtis Huff | ||
| Title: Chairman and President | ||
| CURTIS HUFF | ||
| By: | /s/ Curtis Huff | |