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SCHEDULE 13D/A 0001876412 XXXXXXXX LIVE 5 Class A Common Stock, par value $0.0001 per share 10/20/2025 false 0001856725 753018100 Rani Therapeutics Holdings, Inc. 2051 Ringwood Avenue San Jose CA 95131 Luis Felipe Correa Gonzalez 56 22 798-9600 Avenida Presidente Riesco 5711 Oficina 1603 Las Condes, Santiago F3 00000 0001876412 N South Cone Investments Limited Partnership OO N Z4 2379194.00 0.00 2379194.00 0.00 2379194.00 N 4.9 PN 0001794292 N South Lake One LLC OO N DE 2379194.00 0.00 2379194.00 0.00 2379194.00 N 4.9 OO Y South Lake Management LLC OO N DE 2379194.00 0.00 2379194.00 0.00 2379194.00 N 4.9 OO Class A Common Stock, par value $0.0001 per share Rani Therapeutics Holdings, Inc. 2051 Ringwood Avenue San Jose CA 95131 This Amendment No. 5 ("Amendment No. 5"), supplements and amends the Schedule 13D filed on August 9, 2021, as amended by Amendment No. 1 filed on February 1, 2022, as further amended by Amendment No. 2 filed on March 15, 2023, as further amended by Amendment No. 3 filed on December 8, 2023 and as further amended by Amendment No. 4 filed on October 17, 2024 (together with Amendment No. 5, the "Schedule 13D"), relating to the beneficial ownership of certain shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Rani Therapeutics Holdings, Inc. (the "Issuer"), a Delaware corporation. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 5. Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Schedule 13D. Responses to each item of this Amendment No. 5 are incorporated by reference into the response to each other item, as applicable. Item 4 of the Schedule 13D is hereby amended and restated by the following: The Reporting Persons acquired and hold the shares of Class A Common Stock reported herein for investment purposes. The Reporting Persons intend to review their investment on a regular basis and, as a result thereof, may at any time or from time to time determine to, directly or indirectly (a) acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise, (c) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in the securities of the Issuer or (d) take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that it would take into consideration a variety of factors, including, but not limited to, the following: (i) the Issuer's business and prospects; (ii) other developments concerning the Issuer and its businesses generally; (iii) other business opportunities available to the Reporting Persons; (iv) changes in law and government regulations; (v) general economic conditions; and (vi) financial and stock market conditions, including the market price of the securities of the Issuer. South Lake Management indirectly holds an aggregate of 2,379,194 shares of Class A Common Stock of the Issuer. Each share of Class A Common Stock is entitled to one vote. South Lake Management beneficially owns 4.9% of the outstanding Class A Common Stock of the Issuer. South Cone indirectly holds an aggregate of 2,379,194 shares of Class A Common Stock of the Issuer. Each share of Class A Common Stock is entitled to one vote. South Cone beneficially owns 4.9% of the outstanding Class A Common Stock of the Issuer. South Lake One directly holds an aggregate of 2,379,194 shares of Class A Common Stock of the Issuer. Each share of Class A Common Stock is entitled to one vote. South Lake One directly owns 4.9% of the outstanding Class A Common Stock of the Issuer. South Lake Management, through South Cone, indirectly controls South Lake One, which has sole voting power and sole dispositive power with respect to 2,379,194 shares of Class A Common Stock of the Issuer held directly by it. South Lake One is wholly owned by South Cone, which is controlled by its general partner, South Lake Management, which is controlled by its Board of Managers. The shares of Class A Common Stock owned by the Reporting Persons as a percentage of the outstanding shares of Class A Common Stock of the Issuer presented in this Amendment No. 5 is based on 47,898,228 shares of Class A Common Stock issued and outstanding as of August 4, 2025, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025. The information set forth in Item 5(a) of this Amendment No. 5 is incorporated herein by reference. On October 20, 2025, South Lake One sold an aggregate of 1,923,000 shares of Class A Common Stock for an aggregate sale price of approximately $4.6 million through multiple open-market sales made through a broker-dealer at a weighted average sale price of $2.4115 per share of Class A Common Stock. The information set forth in Item 4 of this Amendment No. 5 is incorporated herein by reference. On October 21, 2025, South Lake One sold an aggregate of 4,000,000 shares of Class A Common Stock for an aggregate sale price of approximately $11.1 million through multiple open-market sales made through a broker-dealer at a weighted average sale price of $2.7685 per share of Class A Common Stock. The information set forth in Item 4 of this Amendment No. 5 is incorporated herein by reference. Not applicable. As of October 21, 2025, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding shares of Class A Common Stock. Exhibit 99.1 -- Joint Filing Agreement, dated October 22, 2025. South Cone Investments Limited Partnership by South Lake Management LLC as General Partner 10/22/2025 /s/ Martin Abraham Guiloff Salvador Martin Abraham Guiloff Salvador/Manager 10/22/2025 /s/ Luis Felipe Correa Gonzalez Luis Felipe Correa Gonzalez/Manager 10/22/2025 South Lake One LLC /s/ Martin Abraham Guiloff Salvador Martin Abraham Guiloff Salvador/Manager 10/22/2025 /s/ Luis Felipe Correa Gonzalez Luis Felipe Correa Gonzalez/Manager 10/22/2025 South Lake Management LLC /s/ Martin Abraham Guiloff Salvador Martin Abraham Guiloff Salvador Manager 10/22/2025 /s/ Luis Felipe Correa Gonzalez Luis Felipe Correa Gonzalez/Manager 10/22/2025