Jasper Therapeutics (JSPR) SC 13D/A Jasper Therapeutics / Carlyle ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Jasper Therapeutics, Inc.

(Name of Issuer)

Voting Common Stock, par value $0.0001 per share

(Title of Class of Securities)

471871103

(CUSIP Number)

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004

(202) 729-5626

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 8, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 471871103 13D Page 1 of 15 pages

1	Names of Reporting Persons  The Carlyle Group Inc.
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power  0
	8	Shared Voting Power   1,066,189
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power   1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  CO

CUSIP No. 471871103 13D Page 2 of 15 pages

1	Names of Reporting Persons  Carlyle Holdings I GP Inc.
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power  0
	8	Shared Voting Power  1,066,189
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power  1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  CO

CUSIP No. 471871103 13D Page 3 of 15 pages

1	Names of Reporting Persons  Carlyle Holdings I GP Sub L.L.C.
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power  0
	8	Shared Voting Power  1,066,189
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power  1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  OO (Limited Liability Company)

CUSIP No. 471871103 13D Page 4 of 15 pages

1	Names of Reporting Persons  Carlyle Holdings I L.P.
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power  0
	8	Shared Voting Power  1,066,189
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power  1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  PN

CUSIP No. 471871103 13D Page 5 of 15 pages

1	Names of Reporting Persons  CG Subsidiary Holdings L.L.C.
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power  0
	8	Shared Voting Power   1,066,189
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power   1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  OO (Limited Liability Company)

CUSIP No. 471871103 13D Page 6 of 15 pages

1	Names of Reporting Persons  TC Group, L.L.C.
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power  0
	8	Shared Voting Power   1,066,189
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power   1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  OO (Limited Liability Company)

CUSIP No. 471871103 13D Page 7 of 15 Pages

1	Names of Reporting Persons  Carlyle Investment Management L.L.C.
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power  0
	8	Shared Voting Power   1,066,189
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power   1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  OO (Limited Liability Company)

CUSIP No. 471871103 13D Page 8 of 15 pages

1	Names of Reporting Persons  Carlyle Genesis UK LLC
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power  0
		8	Shared Voting Power   1,066,189
		9	Sole Dispositive Power  0
		10	Shared Dispositive Power   1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  OO (Limited Liability Company)

CUSIP No. 471871103 13D Page 9 of 15 pages

1	Names of Reporting Persons  Abingworth LLP
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power  0
	8	Shared Voting Power   1,066,189
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power   1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  PN

CUSIP No. 471871103 13D Page 10 of 15 pages

1	Names of Reporting Persons  Abingworth Bioventures VII LP
2	Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6	Citizenship or Place of Organization  England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power  0
	8	Shared Voting Power   1,066,189
	9	Sole Dispositive Power  0
	10	Shared Dispositive Power   1,066,189

11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,066,189
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13	Percent of Class Represented by Amount in Row (11)  7.1%
14	Type of Reporting Person  PN

CUSIP No. 471871103 13D Page 11 of 15 pages

Explanatory Note

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on October 4, 2021 (as amended to date, the “Schedule 13D”), relating to the shares of voting common stock, par value $0.0001 per share (the “Common Stock”), of Jasper Therapeutics, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

Item 3. Identity and Background.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On February 8, 2024, Abingworth Bioventures VII LP purchased 190,000 shares of newly-issued Common Stock at a price of $12.95 per share in an underwritten public offering conducted by the Issuer (the “Offering”). Abingworth Bioventures VII LP used investment capital to purchase the shares of Common Stock.

CUSIP No. 471871103 13D Page 12 of 15 pages

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the 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, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 14,984,912 shares of Common Stock outstanding as of February 8, 2024, following the completion of the Offering. The amount of Common Stock reported herein reflects a 1-for-10 reverse stock split effected by the Issuer on January 4, 2024.

Reporting Person	Amount beneficially owned		Percent of class			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		Shared power to dispose or to direct the disposition
The Carlyle Group Inc.		1,066,189		7.1	%		0		1,066,189		0		1,066,189
Carlyle Holdings I GP Inc.		1,066,189		7.1	%		0		1,066,189		0		1,066,189
Carlyle Holdings I GP Sub L.L.C.		1,066,189		7.1	%		0		1,066,189		0		1,066,189
Carlyle Holdings I L.P.		1,066,189		7.1	%		0		1,066,189		0		1,066,189
CG Subsidiary Holdings L.L.C.		1,066,189		7.1	%		0		1,066,189		0		1,066,189
TC Group, L.L.C.		1,066,189		7.1	%		0		1,066,189		0		1,066,189
Carlyle Investment Management L.L.C.		1,066,189		7.1	%		0		1,066,189		0		1,066,189
Carlyle Genesis UK LLC		1,066,189		7.1	%		0		1,066,189		0		1,066,189
Abingworth LLP		1,066,189		7.1	%		0		1,066,189		0		1,066,189
Abingworth Bioventures VII LP		1,066,189		7.1	%		0		1,066,189		0		1,066,189

The shares of Common Stock reported herein are held of record by Abingworth Bioventures VII LP.

The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth Bioventures VII LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures VII LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures VII LP.

CUSIP No. 471871103 13D Page 13 of 15 pages

(c) Except as disclosed in Item 3 herein, the Reporting Persons have not effected any transactions with respect to the Common Stock during the past 60 days.

(d) None.

(e) Not applicable.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit Number	Description
1	Joint Filing Agreement (previously filed)
4	Power of Attorney.

CUSIP No. 471871103 13D Page 14 of 15 pages

SIGNATURES

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.

Date: February 12, 2024

The Carlyle Group Inc.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	John C. Redett
Title:	Chief Financial Officer
Carlyle Holdings I GP Inc.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	John C. Redett
Title:	Managing Director and Chief Financial Officer
Carlyle Holdings I GP Sub L.L.C.
By: Carlyle Holdings I GP Inc., its sole member
By:	/s/ Anne Frederick, attorney-in-fact
Name:	John C. Redett
Title:	Managing Director and Chief Financial Officer
Carlyle Holdings I L.P.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	John C. Redett
Title:	Managing Director
CG Subsidiary Holdings L.L.C.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	John C. Redett
Title:	Managing Director
TC Group, L.L.C.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	John C. Redett
Title:	Managing Director

CUSIP No. 471871103 13D Page 15 of 15 pages

Carlyle Investment Management L.L.C.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	John C. Redett
Title:	Chief Financial Officer
Carlyle Genesis UK LLC
By: Carlyle Investment Management L.L.C., its sole member
By:	/s/ Anne Frederick, attorney-in-fact
Name:	John C. Redett
Title:	Chief Financial Officer
Abingworth LLP
By:	/s/ John Heard
Name:	John Heard
Title:	Authorized Signatory
Abingworth Bioventures VII LP
By:	/s/ John Heard
Name:	John Heard
Title:	Authorized Signatory