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

CUSIP No:     18271L107

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

(Amendment No. 1)*

Clarus Therapeutics Holdings, Inc.

(formerly Blue Water Acquisition Corp.)

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

18271L107

(CUSIP Number)

December 31, 2021

(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)

x   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 purposes 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

** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.

CUSIP No:     18271L107

** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.

CUSIP No:     18271L107

Item 1.

(a)    Name of Issuer

 Clarus Therapeutics Holdings, Inc. (formerly Blue Water Acquisition Corp.) (the “Company”)

(b)   Address of Issuer’s Principal Executive Offices

 555 Skokie Boulevard, Suite 340, Northbrook, Illinois 60062

 This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock of the Company, $0.0001 par value per share (the “Shares”).

The address of the principal business office of CVI Investments, Inc. is:

P.O. Box 309GT

Ugland House

South Church Street

George Town

Grand Cayman

KY1-1104

Cayman Islands

The address of the principal business office of Heights Capital Management, Inc. is:

101 California Street, Suite 3250

San Francisco, California 94111

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 Common Stock, $0.0001 par value per share

 18271L107

CUSIP No:     18271L107

(a) ¨  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b) ¨  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ¨  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ¨  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) ¨  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ¨  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) ¨  Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares.

The Company’s Prospectus (Registration No. 333-261743), filed on December 23, 2021, indicates there were 24,025,817 Shares outstanding as of December 15, 2021.

Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

 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

CUSIP No:     18271L107

  Not applicable.

 Not applicable.

  Not applicable.

 Not applicable.

  By signing below each of the undersigned certifies that, to the best of its 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.

CUSIP No:     18271L107

SIGNATURES

 After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 11, 2022

CUSIP No:     18271L107

EXHIBIT INDEX

*Previously filed