[SCHEDULE 13D] CG Oncology, Inc. SEC Filing

Rhea-AI Filing Summary

Seven Fleet filed a Schedule 13D disclosing an open-market purchase of CG Oncology common stock. Seven Fleet Partners purchased 1,540,819 shares for approximately $49,999,983, including a tranche of 1,515,151 shares bought on September 11, 2025 at $33.00 per share under the issuer's at-the-market offering. The filing reports beneficial ownership of 1,515,151 shares (1.9%) by the reporting entities based on 77,762,732 shares outstanding; Dr. Brian Liu is shown with shared voting power and direct holdings equating to 2%. The Reporting Persons state they view the shares as undervalued and may buy or sell, engage with management, or consider other strategic actions.

Positive

• Significant capital commitment: Seven Fleet Partners purchased 1,540,819 shares for approximately $49,999,983 indicating material investor interest.
• Transparent intent: Schedule 13D discloses potential engagement with management and flexibility to increase position or discuss strategic alternatives.

Negative

• No current plans disclosed to change control: Filing states no present proposals to effect governance changes, limiting immediate investor impact.
• Potential group ambiguity: Disclosure that Longitude may be deemed a group member by internal policies could create uncertainty about coordinated holdings despite an express disclaimer.

Insights

Financial Analyst

TL;DR A ~2% stake purchased for ~$50M signals a meaningful but non-controlling investment; future activity depends on market and strategic review.

The acquisition of 1.54 million shares at $33.00 each represents a sizable capital commitment and increases the Reporting Persons' visibility in CG Oncology. The filing is routine for a large open-market purchase and discloses flexible intent: monitoring the position, potential additional purchases or sales, and possible engagement with management. No explicit plans for board change or control were disclosed. Impact on valuation or governance is limited absent further accumulation or coordinated action.

Corporate Governance Expert

TL;DR The Schedule 13D flags potential future engagement but currently shows no proposed governance changes.

The filing carefully preserves optionality: the Reporting Persons reserve the right to communicate with management, propose capital allocation changes, or pursue a sale of the company, but state no present plan to effect such actions. The disclosure that Longitude may be deemed a group member under internal policies, combined with an express disclaimer, is notable for governance signaling and potential future coordination considerations. No contractual arrangements or litigation disclosures are reported.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CG Oncology, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

156944100

(CUSIP Number)

Jason Grunfeld
Kleinberg, Kaplan, Wolff & Cohen, P.C., 500 Fifth Avenue
New York, NY, 10110
(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 156944100

1

Name of reporting person

Seven Fleet Partners LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,515,151.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,515,151.00

11

Aggregate amount beneficially owned by each reporting person

1,515,151.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 156944100

1

Name of reporting person

Seven Fleet Advisors LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,515,151.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,515,151.00

11

Aggregate amount beneficially owned by each reporting person

1,515,151.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 156944100

1

Name of reporting person

Brian Liu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,668.00
8	Shared Voting Power 1,515,151.00
9	Sole Dispositive Power 25,668.00
10	Shared Dispositive Power 1,515,151.00

11

Aggregate amount beneficially owned by each reporting person

1,515,151.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 7 and 9: Dr. Liu has been awarded 39,765 options by the Issuer in consideration for his services as a director of the Company, of which 20,341 are currently vested, 5,327 are unvested but will vest within 60 days of the date hereof, and 14,097 of which are unvested and will not have vested within 60 days of the date hereof.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: CG Oncology, Inc.
(c)	Address of Issuer's Principal Executive Offices: 400 SPECTRUM CENTER DRIVE, SUITE 2040, IRVINE, CALIFORNIA , 92618.
Item 1 Comment: The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D") relating to the Common Stock, $0.0001 par value per share (the "Shares") of CG Oncology, Inc. (the "Issuer").
Item 2.	Identity and Background
(a)	This joint statement on Schedule 13D is being filed by Seven Fleet Partners LP ("Seven Fleet Partners"), Seven Fleet Advisors LLC ("Seven Fleet Advisors" and together with Seven Fleet Partners, the "Reporting Entities") and Dr. Brian Liu (the "Reporting Individual"). The Reporting Entities and the Reporting Individual are collectively referred to as the "Reporting Persons."
(b)	The address of the principal business office of each Reporting Person is 960 San Clemente Way, Mountain View CA 94043.
(c)	The principal business of Seven Fleet Partners is acquiring, holding and disposing of investment securities. The principal business of Seven Fleet Advisors is serving as the investment manager of Seven Fleet Partners. The principal business of Dr. Liu is serving as the managing member of Seven Fleet Advisors.
(d)	No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Seven Fleet Partners is a limited partnership organized under the laws of the State of Delaware. Seven Fleet Advisors is a limited liability company organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The Shares purchased by Seven Fleet Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,540,819 Shares beneficially owned by Seven Fleet Partners is approximately $49,999,983, excluding brokerage commissions.
Item 4.	Purpose of Transaction
	The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in Item 4(a) through (j) of this Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer or third parties, including potential acquirers and service providers, about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The percentages used in this Schedule 13D are based upon 77,762,732 Shares outstanding, which is the sum of (i) 76,247,581 Shares as of August 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2025, and (ii) the 1,540,819 Shares purchased by Seven Fleet Partners on September 11, 2025. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Longitude Capital Management Co. LLC (together with its affiliates, "Longitude") and Seven Fleet Advisors have instituted policies and procedures that may affect the acquisition, holding and disposition of securities held by Seven Fleet. As a result of such policies and procedures, the Reporting Persons and Longitude may be deemed to be members of a group within the meaning of Section 13(d)(3) of the Exchange Act. As of the date hereof, based on information provided by or behalf of Longitude, Longitude may be deemed to be the beneficial owner of 4,662,268 Shares, constituting 6.0% of the number of Shares outstanding (calculated based on the total Shares outstanding as set forth above in this Section 5(a)). Notwithstanding such policies and procedures, the Reporting Persons expressly disclaim such group membership and beneficial ownership over any Shares that they may be deemed to beneficially own by reason of such policies and procedures. This Schedule 13D shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 of the Exchange Act or for any other purpose.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D, including the notes relating thereto, for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)	The Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days, except as follows: (i) On September 11, 2025, Seven Fleet Partners purchased 1,515,151 Shares at purchase price of $33.00 per Share, excluding commissions, pursuant to the Issuer's at-the-market offering.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On September 18, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Ex. 99.1 Joint Filing Agreement to Schedule 13D by and among Seven Fleet Partners LP, Seven Fleet Advisors, LLC and Dr. Brian Liu.

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.

Seven Fleet Partners LP

Signature:	/s/ Dr. Brian Liu
Name/Title:	Dr. Brian Liu, Managing Member of Seven Fleet Advisors, LLC, its Investment Manager
Date:	09/18/2025

Seven Fleet Advisors LLC

Signature:	/s/ Dr. Brian Liu
Name/Title:	Dr. Brian Liu, Managing Member
Date:	09/18/2025

Brian Liu

Signature:	/s/ Dr. Brian Liu
Name/Title:	Dr. Brian Liu
Date:	09/18/2025

FAQ

How many CGON shares did Seven Fleet Partners buy and at what price?

Seven Fleet Partners purchased 1,540,819 shares with an aggregate purchase price of approximately $49,999,983; a reported tranche of 1,515,151 shares was bought on September 11, 2025 at $33.00 per share.

What percentage of CG Oncology does Seven Fleet now beneficially own?

The filing reports the Reporting Entities beneficially own 1,515,151 shares, representing 1.9% of the 77,762,732 shares used for the calculation; Dr. Brian Liu is reported at 2% beneficial ownership on his cover page.

Does Seven Fleet plan to change CG Oncology's board or operations?

No. The filing states there are no present plans or proposals to effect changes described in Item 4(a) through (j), though it reserves the right to engage with management or pursue actions in the future.

Did the Reporting Persons disclose any legal proceedings or arrangements?

No. The filing indicates no disclosures of criminal or civil proceedings in the past five years and describes a Joint Filing Agreement among the Reporting Persons as Exhibit 99.1.

What source of funds was used for the purchase?

Seven Fleet Partners states the shares were purchased with working capital, and Seven Fleet Advisors lists AF as its source of funds in the cover page.