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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CARIS LIFE SCIENCES, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share ("Common Stock"). (Title of Class of Securities) |
141252107 (CUSIP Number) |
06/30/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 141252107 |
| 1 | Names of Reporting Persons
TSSP Sub-Fund HoldCo, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,166,128.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 141252107 |
| 1 | Names of Reporting Persons
Alan Waxman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,385,399.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CARIS LIFE SCIENCES, INC. | |
| (b) | Address of issuer's principal executive offices:
750 W. John Carpenter Freeway, Suite 800, Irving, TX 75039 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by TSSP Sub-Fund HoldCo, LLC ("Sub-Fund Holdco") and Alan Waxman ("Mr. Waxman" and each a "Reporting Person" and, together, the "Reporting Persons"), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of Sub-Fund HoldCo is as follows:
c/o Sixth Street Partners, LLC
2100 McKinney Avenue
Suite 1500
Dallas, TX 75201
The principal business address of Mr. Waxman is as follows:
1 Letterman Drive, Building B, Suite B6-100
San Francisco, CA 94129 | |
| (c) | Citizenship:
Sub-Fund HoldCo is organized under the laws of the State of Delaware. Mr. Waxman is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share ("Common Stock"). | |
| (e) | CUSIP No.:
141252107 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the Common Stock listed on such Reporting Person's cover page. Calculation of the percentage of Common Stock beneficially owned as of June 30, 2025 is based on 277,932,779 shares of Common Stock outstanding as disclosed in the Issuer's Prospectus filed on Form 424B4 filed with the Securities and Exchange Commission on June 20, 2025.
As of June 30, 2025, 5,687,176 shares of Common Stock are held directly by Barnett Equity Holdings, LLC, 1,219,271 shares of Common Stock are held directly by Sixth Street Specialty Lending Inc., 3,881,988 shares of Common Stock are held directly by TOP III Barnett Investments, LLC, 10,103,175 shares of Common Stock are held directly by Barnett Equity Holdings II, LLC and 3,493,789 shares of Common Stock are held directly by TAO Barnett Investments, LLC. TAO SPV GP, LLC, a Delaware limited liability company, is the managing member of each of (i) Barnett Equity Holdings, LLC; (ii) Barnett Equity Holdings II LLC; and (iii) TAO Barnett Investments, LLC. Empire SPV GP, LLC, a Delaware limited liability company, is the managing member of TOP III Barnett Investments, LLC. Sub-Fund HoldCo is the sole member of each of TAO SPV GP, LLC and Empire SPV GP, LLC.
Sixth Street Specialty Lending, Inc. is managed by Sixth Street Specialty Lending Advisers, LLC, a Delaware limited liability company. TSSP Holdco Management, LLC, a Delaware limited liability company ("Holdco Management"), manages Sixth Street Specialty Lending Advisers Holdings, LLC, a Delaware limited liability company. The business and affairs of Sixth Street Specialty Lending Advisers, LLC are managed by Sixth Street Specialty Lending Advisers Holdings, LLC, the sole member of Sixth Street Specialty Lending Advisers, LLC.
Sub-Fund HoldCo is managed by its sole member, whose managing member is Mr. Waxman. Holdco Management is managed by a board of directors, which is currently comprised of Mr. Waxman. Mr. Waxman is the CEO of Holdco Management. Each Reporting Person disclaims beneficial ownership of the securities held directly by Barnett Equity Holdings, LLC, Sixth Street Specialty Lending Inc, TOP III Barnett Investments, LLC, Barnett Equity Holdings II, LLC and TAO Barnett Investments, LLC. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |
| (b) | Percent of class:
See each cover page hereof. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See each cover page hereof. | ||
| (ii) Shared power to vote or to direct the vote:
See each cover page hereof. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Comments accompanying signature:
Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated December 31, 2024, filed herewith.
Exhibit Information
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Exhibit 1 - Agreement of Joint Filing
Exhibit 2 - Authorization and Designation Letter, dated December 31, 2024, by Alan Waxman (filed herewith) |