SCHEDULE: Tybourne Funds Disclose 9.99% Stake in Forte Bio
Beneficial Ownership Disclosure
Tybourne Capital Management and related entities have disclosed a 9.99% beneficial ownership stake in Forte Biosciences, Inc., including common stock and pre-funded warrants.
Summary
- Tybourne Capital Management (HK) Ltd, Tybourne Strategic Opportunities GP II Limited, Tybourne Capital Management Ltd, Tybourne Kesari Ltd, and Krishnan Viswanathan collectively reported beneficial ownership of 1,268,086 shares of Forte Biosciences, Inc. common stock.
- This ownership represents 9.99% of the outstanding common stock.
- The reported shares include 786,647 shares of common stock and 481,439 shares issuable upon the exercise of pre-funded warrants.
- The exercise of pre-funded warrants is subject to a limitation, preventing the holder from beneficially owning in excess of 9.99% of the outstanding common stock.
- Without this limitation, the reporting persons would beneficially own more than 9.99% of the issuer's common stock, as private funds hold warrants exercisable for up to 739,147 shares.
- The percentage ownership is calculated based on 12,212,117 shares of common stock outstanding after Forte Biosciences' public offering, which was scheduled to close on June 26, 2025.
- Tybourne Strategic Opportunities Fund II LP has the right to receive dividends or proceeds from the sale of more than 5% of the outstanding shares.
Sentiment
Score: 5
Explanation: The filing is a factual disclosure of beneficial ownership, providing no direct positive or negative sentiment regarding the issuer's performance or prospects. It indicates a significant, but passive, investment stake.
Risks
- The exercise of pre-funded warrants is limited to prevent beneficial ownership from exceeding 9.99% of outstanding common stock, potentially restricting the reporting persons' ability to fully convert their warrants.
- The beneficial ownership includes a significant portion of shares derived from warrants, which introduces a dependency on the exercise terms and conditions.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: The disclosure of a significant institutional ownership stake (9.99%) by Tybourne Capital Management and its affiliates provides transparency regarding the company's ownership structure. The limitation on warrant exercise to maintain ownership below 10% could be seen as a passive investment strategy.
Key Dates
| Date | Description |
|---|---|
| 2025-06-25 | Issuer's prospectus supplement filed with the SEC, stating 12,212,117 shares of Common Stock outstanding post-public offering. |
| 2025-06-26 | Scheduled closing date of Forte Biosciences, Inc.'s public offering. |
| 2025-06-30 | Date of event which requires the filing of this statement. |
| 2025-08-04 | Date of signing of the Schedule 13G Amendment No. 2. |
Keywords
Forte Biosciences, Tybourne Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, Pre-funded Warrants, Institutional Investor, SEC Filing, Biotechnology, Investment Fund
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