[SCHEDULE 13G/A] Azitra Inc SEC Filing

Rhea-AI Filing Summary

L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership of 1,521,492 shares of Azitra, Inc. Class A common stock, representing 6.48% of the outstanding common shares. The filing states these shares represent common stock underlying 1,521,492 warrants purchased July 24, 2024, and the percentage is calculated using 23,476,354 shares outstanding as of August 11, 2025.

The reporting person is organized in the Cayman Islands and discloses sole voting and dispositive power over the 1,521,492 shares. Directors David Feldman and Joel Arber are identified as directors of the reporting fund; the filing includes customary disclaimers about their beneficial ownership limited to pecuniary interests. The amendment emphasizes the holdings were not acquired to influence control of the issuer.

Insights

Securities Analyst

TL;DR A Cayman-based fund reports a >5% stake (6.48%) in Azitra via warrants converted to underlying common shares; ownership is disclosed as sole control.

The filing is a standard Schedule 13G/A disclosure showing L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 1,521,492 shares, equal to 6.48% of Azitra's Class A common stock based on 23,476,354 shares outstanding. The position arises from warrants purchased July 24, 2024, and the filer asserts the holdings were not acquired to change or influence control. For investors, a >5% passive stake requires transparency but does not by itself indicate an activist intent or change in corporate control. This is material ownership information that could affect share float and potential future voting dynamics if the stake is active.

Corporate Governance Expert

TL;DR The amendment clarifies ownership and voting/dispositive power and includes normative disclaimers from named directors; no governance action is announced.

The disclosure names David Feldman and Joel Arber as directors of the reporting fund and notes potential deemed ownership subject to pecuniary-interest disclaimers. The statement that the securities were not acquired to influence control and the execution of a Schedule 13G/A (not a 13D) indicate the filer views the position as passive. From a governance perspective, this filing is important for transparency and regulatory compliance but does not signal planned board influence or proxy activity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Azitra, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

05479L203

(CUSIP Number)

08/14/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 05479L203

1

Names of Reporting Persons

L1 Capital Global Opportunities Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,521,492.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,521,492.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,521,492.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.48 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Azitra, Inc.
(b)	Address of issuer's principal executive offices: 21 Business Park Drive, Suite 6 Branford, CT 06405
Item 2.
(a)	Name of person filing: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 161A Shedden Road, 1 Artillery Court, PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship: Cayman Islands
(d)	Title of class of securities: Class A Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 05479L203
Item 3.	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:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,521,492 This amendment refers to a Schedule 13G/A filed with the Securities and Exchange Commission on May 15, 2025, covering 1,521,492 shares of Common Stock underlying Warrants purchased on July 24, 2024. The amounts in Row (5), (7) and (9) include Common Stock underlying 1,521,492 Warrants. The percentage set forth on Row (11) of the cover page for the reporting person is based on 23,476,354 shares of Common Shares outstanding as of August 11, 2025, based upon the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 13 and the rules thereunder.
(b)	Percent of class: 6.48%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,521,492
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,521,492
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

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.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	08/14/2025