Belite Bio, Inc. received an amended Schedule 13G showing that Darwin Global Management, its Chief Investment Officer Dr. Abhishek Trehan, and Darwin Global Master Fund report beneficial ownership of 3,027,704 Ordinary Shares, or 8.1% of the company. This percentage is based on 37,514,630 Ordinary Shares reported as outstanding in a company prospectus filed on December 2, 2025. Within this total, Darwin Global Master Fund directly holds 2,928,575 Ordinary Shares, or 7.8% of the class. The reporting group certifies that the shares were not acquired and are not held for the purpose of changing or influencing control of Belite Bio.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BELITE BIO, INC
(Name of Issuer)
Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
07782B104
(CUSIP Number)
12/31/2025
(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.
07782B104
1
Names of Reporting Persons
Darwin Global Management, 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
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,027,704.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,027,704.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,704.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
07782B104
1
Names of Reporting Persons
Trehan Abhishek
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 KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,027,704.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,027,704.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,704.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
07782B104
1
Names of Reporting Persons
Darwin Global 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
0.00
6
Shared Voting Power
2,928,575.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,928,575.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,928,575.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BELITE BIO, INC
(b)
Address of issuer's principal executive offices:
12750 HIGH BLUFF DRIVE SUITE 475 SAN DIEGO CA 92130
Item 2.
(a)
Name of person filing:
This statement is filed by: (i) Darwin Global Management, Ltd., a limited company incorporated under the laws of Jersey ("Darwin Global") with respect to the ordinary shares, par value US$0.0001 per share ("Ordinary Shares") of Belite Bio, Inc (the "Company") directly held by (a) Master Fund (as defined below), to which Darwin Global serves as investment manager and (b) segregated accounts (the "Segregated Accounts") for which Darwin Global serves as an appointed sub-investment advisor;
(ii) Dr. Abhishek Trehan ("Dr. Trehan"), the Chief Investment Officer and the controlling person of Darwin Global, with respect to the Ordinary Shares directly held by each of Master Fund and the Segregated Accounts; and
(iii) Darwin Global Master Fund Ltd. ("Master Fund"), a Cayman Islands exempted company, with respect to the Ordinary Shares directly held by it.
The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is Whiteley Chambers, Don Street, St. Helier, Jersey JE2 4TR.
(c)
Citizenship:
Darwin Global is a Jersey limited company. Dr. Trehan is a British citizen. Master Fund is a Cayman Islands exempted company.
(d)
Title of class of securities:
Ordinary Shares, par value US$0.0001 per share
(e)
CUSIP No.:
07782B104
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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 37,514,630 Ordinary Shares, reported to be outstanding in the Company's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on December 2, 2025, after giving effect to the completion of the offering, as described therein.
(b)
Percent of class:
8.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
See Item 2(a).
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.
Darwin Global Management, Ltd.
Signature:
/s/ John Legge
Name/Title:
John Legge, Director and Chief Financial Officer
Date:
02/17/2026
Trehan Abhishek
Signature:
/s/ Dr. Abhishek Trehan
Name/Title:
Dr. Abhishek Trehan, individually
Date:
02/17/2026
Darwin Global Master Fund, Ltd.
Signature:
/s/ John Legge
Name/Title:
By: Darwin Global Management, Ltd, its Investment Manager, By: John Legge, Director and Chief Financial Officer
What stake in Belite Bio (BLTE) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 3,027,704 Ordinary Shares of Belite Bio, equal to 8.1% of the outstanding class. This percentage is calculated using 37,514,630 Ordinary Shares reported as outstanding in a December 2, 2025 prospectus.
Who are the reporting persons in the Belite Bio (BLTE) Schedule 13G/A?
The reporting persons are Darwin Global Management, Ltd., Dr. Abhishek Trehan, and Darwin Global Master Fund Ltd.. Darwin Global acts as investment manager, Dr. Trehan is its Chief Investment Officer and controlling person, and Darwin Global Master Fund directly holds a portion of the shares.
How many Belite Bio (BLTE) shares does Darwin Global Master Fund directly hold?
Darwin Global Master Fund Ltd. directly holds 2,928,575 Ordinary Shares of Belite Bio, representing 7.8% of the class. These shares form the majority of the total 3,027,704 shares reported as beneficially owned by the group in the Schedule 13G/A.
How is the 8.1% ownership stake in Belite Bio (BLTE) calculated?
The 8.1% figure is based on 3,027,704 Ordinary Shares beneficially owned compared with 37,514,630 Ordinary Shares outstanding. The outstanding share count comes from Belite Bio’s prospectus filed under Rule 424(b)(5) on December 2, 2025, after completion of the offering described there.
Does the Belite Bio (BLTE) Schedule 13G/A indicate an attempt to influence control?
The reporting group certifies that the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Belite Bio. They also state the holdings are not in connection with any transaction having that control-related purpose or effect.
What voting and dispositive powers are reported over Belite Bio (BLTE) shares?
The cover pages show shared voting power and shared dispositive power over 3,027,704 Ordinary Shares for Darwin Global Management and Dr. Trehan. Darwin Global Master Fund has shared voting and dispositive power over 2,928,575 Ordinary Shares, with no sole voting or dispositive power reported.