SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Freebird Partners LP

(Last) (First) (Middle)
2800 POST OAK BLVD, SUITE 2000

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2023
3. Issuer Name and Ticker or Trading Symbol
Comera Life Sciences Holdings, Inc. [ CMRA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share 1,254,776 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant 01/04/2023 01/04/2028 Common Stock, par value $0.0001 per share 743,242(2) 1.23 D(1)
Common Stock Purchase Warrant 02/01/2024 07/31/2028 Common Stock, par value $0.0001 per share 1,198,044(3) 0.6135 D(1)
Common Stock Purchase Warrant 09/11/2023 09/11/2028 Common Stock, par value $0.0001 per share 513,447(4) 0.6135 D(1)
1. Name and Address of Reporting Person*
Freebird Partners LP

(Last) (First) (Middle)
2800 POST OAK BLVD, SUITE 2000

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Freebird Investments LLC

(Last) (First) (Middle)
2800 POST OAK BLVD, SUITE 2000

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HUFF CURTIS W

(Last) (First) (Middle)
2800 POST OAK BLVD, SUITE 2000

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
Explanation of Responses:
1. This report is filed jointly by Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.0001 ("Common Stock") of Comera Life Sciences Holdings, Inc. (the "Company"). These securities of the Company are held of record by Freebird Partners. 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. Pursuant to that certain Securities Purchase Agreement dated January 2, 2023, the Company issued that certain Common Stock Purchase Warrant ("Warrant") to Freebird Partners LP, in substantially the form as the form of warrant filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 4, 2023. The Warrant became exercisable on January 4, 2023, and may be exercised through January 4, 2028, at an exercise price of $1.23 per share of Common Stock.
3. Pursuant to that certain Securities Purchase Agreement dated July 31, 2023, the Company issued that certain Common Stock Purchase Warrant ("First Warrant") to Freebird Partners LP on July 31, 2023, in substantially the form as the form of warrant filed as Exhibit 4.1 to the as announced in the Issuer's Current Report on Form 8-K filed with the SEC on August 1, 2023. The First Warrant becomes exercisable on February 1, 2024, and may be exercised through July 31, 2028, at an exercise price of $0.6135 per share of Common Stock.
4. Pursuant to that certain Securities Purchase Agreement dated July 31, 2023, the Company issued that certain Common Stock Purchase Warrant ("Second Warrant") to Freebird Partners LP on September 11, 2023, in substantially the form as the form of warrant filed as Exhibit 4.1 to the as announced in the Issuer's Current Report on Form 8-K filed with the SEC on August 1, 2023. The Second Warrant became exercisable on September 11, 2023, and may be exercised through September 11, 2028, at an exercise price of $0.6135 per share of Common Stock.
Freebird Partners LP, By: Freebird Investments LLC, its general partner, By: /s/ Curtis W. Huff, Chairman and President 01/03/2024
Freebird Investments LLC, By: /s/ Curtis W. Huff, Chairman and President 01/03/2024
/s/ Curtis W. Huff 01/03/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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