SEC Form SC 13G/A filed by Clarus Therapeutics Holdings Inc. (Amendment)

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

SCHEDULE 13G

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

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).

Item 1.

Clarus Therapeutics Holdings, Inc. (the “Issuer”).

555 Skokie Boulevard, Suite 340, Northbrook, IL 60062

Item 2.

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.

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.

Shares of common stock, $0.0001 par value per share, of the Issuer (the “Shares”).

18271L107.

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.

(b).          Percent of class:

As of the date hereof, the Reporting Persons, in the aggregate, may be deemed the beneficial owner of approximately 8.3% of Shares outstanding, which amount includes (i) 6.1% of Shares outstanding beneficially owned by FFI, (ii) 1.2% of Shares outstanding beneficially owned by FYI, and (iii) 1.1% of Shares outstanding beneficially owned by Olifant. The percentage of Shares beneficially owned by each Reporting Person is based on a total of 24,025,817 Shares outstanding as of December 15, 2021, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(3) with the SEC on December 23, 2021.

(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.

N/A.

N/A.

N/A.

N/A.

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.

February 14, 2022

[Signature Page to Schedule 13G]

EXHIBIT LIST