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[SCHEDULE 13G] Cabaletta Bio, Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Alyeska entities and Anand Parekh report shared beneficial ownership of 8,904,367 shares of Cabaletta Bio common stock, representing 9.9% of the outstanding class. The reported position reflects 4,800,000 directly held shares plus warrants exercisable only to the extent permitted under their terms so that post-exercise ownership does not exceed 9.9% of the company's outstanding common stock. The filing notes the warrant cap limits actual exercisable shares to 4,104,367 under the agreement and that the percentage calculation uses the issuer's prospectus share count of 89,943,101. The reporting parties filed a joint statement and certify the holdings are in the ordinary course of business.

Positive

  • Material passive stake of 8,904,367 shares (9.9%) signals significant investor interest without asserting control
  • Warrants include an exercise cap that limits post-exercise ownership to 9.9%, reducing immediate dilution or control shifts
  • Joint filing clarifies coordination and assigns responsibility for timely amendments among reporting parties

Negative

  • No sole voting or dispositive power reported, indicating the holders do not unilaterally control voting outcomes
  • Position is just below common thresholds (9.9%), which may limit certain regulatory or shareholder-triggered actions compared with a 10%+ stake

Insights

TL;DR: A 9.9% position with capped warrants is material but non-controlling; monitor potential future exercises and disclosures.

The combined position of 8,904,367 shares equals 9.9% of the outstanding class as reported, which is a size that can attract investor attention while remaining below common 10% thresholds that often trigger additional regulatory or strategic scrutiny. The structure—4.8 million shares plus warrants limited by a 9.9% cap—means actual dilution or additional voting exposure is contractually constrained. From a capital-market perspective, this is a meaningful passive stake rather than an asserted control position, based on the certification that holdings are in the ordinary course of business.

TL;DR: Reporting indicates coordinated ownership but no sole voting or dispositive power; governance impact appears limited today.

The filing shows zero sole voting or dispositive power and 100% of the reported authority is shared among the reporting persons, which signals joint control over voting decisions of the disclosed stake. The warrant terms that cap exercise to maintain a 9.9% post-exercise stake reduce the likelihood of an abrupt change in control from these parties alone. The joint filing and certification language are standard; however, investors should expect future amendments if the parties seek to change the extent of their position or coordination.






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





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



Alyeska Investment Group, L.P.
Signature:Jason Bragg
Name/Title:Jason Bragg | Chief Financial Officer
Date:08/14/2025
Alyeska Fund GP, LLC
Signature:Jason Bragg
Name/Title:Jason Bragg | Chief Financial Officer
Date:08/14/2025
Anand Parekh
Signature:Anand Parekh
Name/Title:Anand Parekh | Self
Date:08/14/2025
Exhibit Information

Item 4. Ownership: The reporting persons are the beneficial owners of 4,800,000 shares of Common Stock and held warrants to purchase 4,500,000 shares of the Issuer's Common Stock (the "Warrants"). However, per their terms, the Warrants can only be exercised into such number of shares that would constitute 9.9% of the total number of Common Stock of the Issuer outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant by the Holder. Accordingly, as of June 30, 2025 the reporting persons may only exercise up to 4,104,367 Ordinary Shares under the Warrant Agreement, and as such, is reporting beneficial ownership of only such number of shares. The percentage calculation assumes that there are currently 89,943,101 outstanding Common Stock of the Issuer, based on the Issuer's Prospectus filed with the Securities and Exchange Commission on June 12, 2025. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

FAQ

How many Cabaletta Bio (CABA) shares do the reporting persons beneficially own?

The reporting persons beneficially own 8,904,367 shares, which the filing states represents 9.9% of Cabaletta Bio's outstanding common stock.

What is the composition of the reported position for CABA?

The position comprises 4,800,000 directly held shares plus warrants to purchase up to 4,500,000 shares, though warrant exercise is contractually limited so only 4,104,367 additional shares are currently exercisable under the cap.

Do the reporting parties have sole voting or dispositive power over the CABA shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power; all reported voting and dispositive power (8,904,367) is shared.

Does the filing indicate the reporting persons seek to influence control of Cabaletta Bio?

The filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control, per the stated certification language.

What share count was used to calculate the 9.9% ownership reported?

The percentage calculation is based on the issuer's prospectus share count of 89,943,101 outstanding common shares, as referenced in the filing.
Cabaletta Bio, Inc.

NASDAQ:CABA

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Biotechnology
Biological Products, (no Disgnostic Substances)
Link
United States
PHILADELPHIA