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Rani Therapeutics Holdings, Inc.
RANI
Amendment
Ownership

4.90%

Total Shares

2,379,194

Issuer CIK

1856725

CUSIP

753018100

Event Date

Oct 19, 2025

Accepted

Oct 22, 2025, 07:11 PM

SEC EDGARView Original Filing
Reporting Persons (3)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
South Cone Investments Limited Partnership
Partnership
4.90%2,379,1942,379,1940
South Lake One LLC
Other
4.90%2,379,1942,379,1940
South Lake Management LLC
Other
4.90%2,379,1942,379,1940
Disclosure Items (4)

Security Title

Class A Common Stock, par value $0.0001 per share

Issuer Name

Rani Therapeutics Holdings, Inc.

Issuer Address

2051 Ringwood Avenue, San Jose, CA, 95131

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.

Percentage of Class

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.

Number of Shares

The information set forth in Item 5(a) of this Amendment No. 5 is incorporated herein by reference.

Transactions

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.

Shareholders

Not applicable.

Date of 5% Ownership

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.

Rani Therapeutics Holdings, Inc. — Schedule 13D | 13D Filings