Capricorn Fund Managers (SKIN) holds voting power over 22.3M shares

Rhea-AI Filing Summary

Capricorn Fund Managers Limited filed an amended Schedule 13G reporting a passive ownership position in SkinHealth Systems Inc. Class A ordinary shares. Capricorn reports beneficial ownership of 22,276,935 shares, representing 17.2% of this class.

Capricorn holds sole voting and sole dispositive power over all 22,276,935 shares, with no shared voting or dispositive power reported. The filing is signed by Parth R. Karia, Head of Risk, who also certifies that Capricorn, as a foreign investment adviser regulated by the FCA, is subject to a regulatory scheme comparable to that of a functionally equivalent U.S. institution.

Filing Explained

Capricorn reports a 17.2% passive stake with sole voting and disposition power, but this filing records ownership rather than a reported sale or issuance.

The July 13 Schedule 13G/A is Amendment No. 1 and reports Capricorn Fund Managers Limited's current beneficial ownership of 17.2% of SkinHealth Systems' Class A ordinary shares.

The reported position is 22,276,935 shares, with sole power to vote and sole power to dispose of them, making Capricorn the disclosed holder with control over those voting and disposition rights.

Schedule 13G is used to disclose ownership above 5% by a passive holder, and the filing identifies this disclosure as a passive investment report.

The filing does not state that these shares were sold or newly issued; it reports the ownership position and its associated voting and disposition powers.

Key Figures

Beneficial Ownership: 22,276,935 shares Percent of Class: 17.2% Sole Voting Power: 22,276,935 shares +3 more

6 metrics

Beneficial Ownership 22,276,935 shares Class A ordinary shares beneficially owned by Capricorn Fund Managers Limited

Percent of Class 17.2% Reported percentage of SkinHealth Systems Inc. Class A shares

Sole Voting Power 22,276,935 shares Shares over which Capricorn has sole power to vote or direct the vote

Shared Voting Power 0 shares Shares over which Capricorn has shared power to vote or direct the vote

Sole Dispositive Power 22,276,935 shares Shares over which Capricorn has sole power to dispose or direct disposition

Shared Dispositive Power 0 shares Shares over which Capricorn has shared power to dispose or direct disposition

Key Terms

Schedule 13G, beneficially owned, sole voting power, sole dispositive power, +2 more

6 terms

Schedule 13G regulatory

"I also undertake to furnish ... information that would otherwise be disclosed in a Schedule 13D."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned financial

"Ownership (a) | Amount beneficially owned: 22276935"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Sole Voting Power 22,276,935.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Sole Dispositive Power 22,276,935.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

foreign investment advisor regulatory

"foreign regulatory scheme applicable to Foreign investment advisor - registered & regulated with the FCA"

CUSIP financial

"(e) | CUSIP No.: 88331L108"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/13/2026 - 07:18 AM Accepted by SEC EDGAR 07/13/2026 - 07:16 AM Learn about SEC filing dates

FAQ

What percentage of SkinHealth Systems Inc. (SKIN) does Capricorn Fund Managers own?

Capricorn Fund Managers reports beneficial ownership of 17.2% of SkinHealth Systems Inc. Class A ordinary shares. This stake is based on 22,276,935 shares reported as beneficially owned in the Schedule 13G/A filing.

How many SkinHealth Systems Inc. (SKIN) shares does Capricorn Fund Managers control?

Capricorn Fund Managers reports beneficial ownership of 22,276,935 Class A ordinary shares of SkinHealth Systems Inc. It has sole voting and sole dispositive power over all these shares, with no shared voting or dispositive authority disclosed.

Does Capricorn Fund Managers share voting power over SkinHealth Systems Inc. (SKIN) shares?

No. Capricorn Fund Managers reports 0 shares with shared voting power and 0 shares with shared dispositive power. All 22,276,935 SkinHealth Systems Inc. Class A shares are reported with sole voting and sole dispositive power.

What type of filing did Capricorn Fund Managers make for SkinHealth Systems Inc. (SKIN)?

Capricorn Fund Managers submitted an Amendment No. 1 to Schedule 13G for SkinHealth Systems Inc. This filing reports a passive ownership position of 22,276,935 Class A ordinary shares, representing 17.2% of that class.

Who signed the Schedule 13G/A related to SkinHealth Systems Inc. (SKIN)?

The Schedule 13G/A was signed by Parth R. Karia, Head of Risk at Capricorn Fund Managers Limited. The signer certified comparability of the FCA regulatory regime and undertook to provide additional information to the Commission staff upon request.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

SkinHealth Systems Inc.

(Name of Issuer)

Ordinary Shares - Class A

(Title of Class of Securities)

88331L108

(CUSIP Number)

05/15/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 88331L108

1

Names of Reporting Persons

Capricorn Fund Managers 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

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 22,276,935.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 22,276,935.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,276,935.00

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)

17.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SkinHealth Systems Inc.
(b)	Address of issuer's principal executive offices: 3600 E. BURNETT STREET, 3600 E. BURNETT STREET, LONG BEACH, CALIFORNIA, 90815.
Item 2.
(a)	Name of person filing: Capricorn Fund Managers Limited
(b)	Address or principal business office or, if none, residence: Malta House, 36-38 Piccadilly, London, W1J 0DP
(c)	Citizenship: United Kingdom
(d)	Title of class of securities: Ordinary Shares - Class A
(e)	CUSIP No.: 88331L108
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: 22276935
(b)	Percent of class: 17.2%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 22276935
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 22276935
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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 acquired and are held in the ordinary course of business and 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. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Foreign investment advisor - registered & regulated with the FCA is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

Capricorn Fund Managers Ltd

Signature:	Parth R Karia
Name/Title:	Head of Risk
Date:	07/13/2026