Sec Form 13G Filing - Freebird Partners LP filing for Comera Life Sciences Holdings Inc. (CMRA) - 2023-01-10

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.

  Names of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only)

  Freebird Partners LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization.

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,313,423 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,313,423 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,313,423 ⁽¹⁾⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

   ;Percent of Class Represented by Amount in Row (9)*

  5.71%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

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.

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.

  Names of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only)

  Freebird Investments LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization.

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,313,423 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,313,423 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,313,423 ⁽¹⁾⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)*

  5.71%⁽¹⁾⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

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.

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.

  Names of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only)

  Curtis Huff

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization.

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,313,423 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,313,423 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,313,423 ⁽¹⁾⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)*

  5.71%⁽¹⁾⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

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 Partne rs.

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.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

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:

Ownership

Amount Beneficially Owned

Percent of Class

Number of shares as to which such person has:

sole power to vote or to direct the vote

shared power to vote or to direct the vote

sole power to dispose or to direct the disposition of

shared power to dispose or to direct the disposition of

Ownership of More than Five Percent on Behalf of another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification

/s/ Curtis Huff

/s/ Curtis Huff

/s/ Curtis Huff