Aura Biosciences, Inc. ownership disclosure: a group of TCG Crossover entities and Chen Yu report shared beneficial ownership positions in Common Stock following an underwritten offering that closed on May 5, 2026.
The filing shows Chen Yu (through affiliated funds and GPs) holds 9,533,333 shares (listed as 9.9%) on the cover page and each TCG fund/entity is shown with ~4,766,666–4,766,667 shares (~5.0% each). The disclosure excludes aggregate 3,800,000 shares subject to Pre-Funded Warrants not exercisable within 60 days because of a 9.99% Beneficial Ownership Limitation. The filing cites a base share reference of 103,178,777 shares outstanding as of May 5, 2026, and an adjusted denominator of 96,255,907 derived by subtracting 6,922,870 shares assuming a repurchase described in the prospectus.
Chen Yu beneficial ownership9,533,333 sharesreported as <b>9.9%</b> on the cover page
Per-fund holdings4,766,666–4,766,667 shareseach TCG Crossover fund/GP shown as ~<b>5.0%</b>
Shares outstanding (prospectus basis)103,178,777 sharesoutstanding as of <date> <b>May 5, 2026</b>
Adjusted denominator used96,255,907 shares103,178,777 minus assumed repurchase of <b>6,922,870</b>
Pre-Funded Warrant shares excluded3,800,000 sharesaggregate pre-funded warrants not exercisable within 60 days due to 9.99% limit
Key Terms
Pre-Funded Warrants, Beneficial Ownership Limitation, Schedule 13G, Shared Dispositive Power
4 terms
Pre-Funded Warrantsfinancial
"This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Limitationregulatory
"may not be exercised to the extent that doing so would result in beneficially owning more than 9.99 percent"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Schedule 13Gregulatory
"This joint statement on is being filed by TCG Crossover Fund II, L.P."
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.
Shared Dispositive Powerfinancial
"Shared Dispositive Power 4,766,667.00"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Aura Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
05153U107
(CUSIP Number)
05/05/2026
(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):
05153U107
1
Names of Reporting Persons
TCG Crossover GP II, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,766,667.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,766,667.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,766,667.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants (the Pre-Funded Warrants) which are not exercisable within 60 days of this Statement because the Pre-Funded Warrants may not be exercised to the extent that doing so would result in the holder of the Pre-Funded Warrants and (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99 percent of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation).
Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the underwritten offering that closed on May 5, 2026 (the Offering), as reported by the Issuer (as defined in Item 1(a) below) in its prospectus filed with the United States Securities and Exchange Commission (the Commission) on May 7, 2026 (the Prospectus), minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
TCG Crossover Fund II, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,766,667.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,766,667.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,766,667.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
TCG Crossover GP III, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,766,666.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,766,666.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,766,666.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover III (as defined in Item 2(a) below). TCG Crossover GP III (as defined in Item 2(a) below) is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
TCG Crossover Fund III, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,766,666.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,766,666.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,766,666.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 1,900,000 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).
SCHEDULE 13G
CUSIP Number(s):
05153U107
1
Names of Reporting Persons
Chen Yu
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,533,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,533,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,533,333.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
Consists of (i) 4,766,667 shares of Common Stock held of record by TCG Crossover II and (ii) 4,766,666 shares of Common Stock held of record by TCG Crossover III. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover II. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover III. Chen Yu is the sole managing member of each of TCG Crossover GP II and TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to the securities held of record by TCG Crossover II and TCG Crossover III. This total excludes an aggregate of 3,800,000 shares of Common Stock subject to Pre-Funded Warrants held of record by TCG Crossover II and held of record by TCG Crossover III which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 96,255,907 shares of Common Stock, as follows: (a) 103,178,777 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, minus (b) 6,922,870 shares of Common Stock assuming completion of the Stock Repurchase (as defined in the Prospectus).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Aura Biosciences, Inc.
(b)
Address of issuer's principal executive offices:
80 Guest Street, Boston, MA 02135
Item 2.
(a)
Name of person filing:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund II, L.P. (TCG Crossover II), TCG Crossover GP II, LLC (TCG Crossover GP II), TCG Crossover Fund III, L.P. (TCG Crossover III) and TCG Crossover GP III, LLC (TCG Crossover GP III and together with TCG Crossover II, TCG Crossover GP II and TCG Crossover III, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP II and TCG Crossover GP III are each a limited liability company organized under the laws of the State of Delaware. TCG Crossover II and TCG Crossover III are each a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP Number(s):
05153U107
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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of TCG Crossover II and TCG Crossover III and the limited liability company agreements of TCG Crossover GP II and TCG Crossover GP III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
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.
What ownership percentage does Chen Yu report in Aura Biosciences (AURA)?
Chen Yu reports beneficial ownership of 9.9% consisting of 9,533,333 shares. This combines holdings reported of record by TCG Crossover II and TCG Crossover III and excludes 3,800,000 pre-funded warrant shares subject to a 9.99% limit.
How many shares do the TCG Crossover funds report owning in AURA?
Each TCG Crossover fund/entity reports roughly 4,766,666–4,766,667 shares, shown as about 5.0% of the class. Those figures appear in the cover rows for TCG Crossover II/III and their GP entities.
What is the Beneficial Ownership Limitation referenced in the filing?
The filing notes a 9.99% Beneficial Ownership Limitation that prevents exercise of certain Pre‑Funded Warrants within 60 days if exercise would exceed that threshold. 3,800,000 Pre‑Funded Warrant shares are excluded from the reported totals for this reason.
What share counts does the filing use as the basis for percentage calculations?
The filing references 103,178,777 shares outstanding as of May 5, 2026 following the Offering, then uses an adjusted denominator of 96,255,907 (103,178,777 minus 6,922,870) reflecting an assumed Stock Repurchase in the prospectus.