[SCHEDULE 13G/A] CARGO Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

CARGO Therapeutics, Inc. Schedule 13G/A discloses that a group of affiliated investment entities led by Madison Avenue International LP and related parties beneficially own 4,193,626 shares of common stock, representing approximately 9.1% of the company's outstanding common stock based on 46,110,228 shares outstanding as of April 21, 2025. The ownership is reported as shared voting and shared dispositive power rather than sole control.

The filing identifies the reporting persons (Madison Avenue International LP; Madison Avenue Partners, LP; EMAI Management, LLC; Madison Avenue GP, LLC; Caraway Jackson Investments LLC; and Eli Samaha) and states the holdings are not intended to influence or change control of the issuer, consistent with a passive Schedule 13G filing.

Positive

• Material disclosure: Reporting persons beneficially own 4,193,626 shares, ~9.1% of common stock, a clearly reported >5% position.
• Passive intent certified: Item 10 states the securities were not acquired to change or influence control, consistent with a Schedule 13G filing.
• Complete ownership chain disclosed: The filing identifies the investment entities and the individual (Eli Samaha) connected to the holdings, improving transparency.

Negative

• No sole voting or dispositive power: The reporting persons disclose 0 shares of sole voting or sole dispositive power, indicating they do not control votes or dispositions individually.

Insights

Financial Analyst

TL;DR: Madison Avenue group holds a material 9.1% passive stake (4,193,626 shares) in CRGX, reported with shared voting and dispositive power.

This Schedule 13G/A reports a >5% position, which is material for investor ownership tables and can affect perceived shareholder concentration. The filing documents the ownership chain across fund entities and an individual (Eli Samaha) and explicitly reports 0 shares of sole voting or dispositive power and 4,193,626 shares of shared power. The statement in Item 10 certifies the stake is not held to change or influence control, aligning with standard passive investor treatment under Rule 13d-1(b).

Corporate Governance Expert

TL;DR: The submission discloses a coordinated group structure owning 9.1% of CRGX with only shared voting/dispositive authority and a passive intent certification.

The report identifies multiple related legal entities and an individual manager, indicating centralized oversight of the position while maintaining a passive posture. The absence of sole voting or dispositive power is explicit and relevant for governance: board-control risk is limited per the filing. The filing references prior Schedule 13G exhibits for group membership details, and the beneficial ownership basis is tied to the issuer's reported outstanding shares of 46,110,228.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

CARGO Therapeutics, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share (the "Common Stock")

(Title of Class of Securities)

14179K101

(CUSIP Number)

06/30/2025

(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. 14179K101

1

Names of Reporting Persons

Madison Avenue Partners LP

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 4,193,626.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,193,626.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,193,626.00

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)

9.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 14179K101

1

Names of Reporting Persons

Madison Avenue International LP

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 4,193,626.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,193,626.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,193,626.00

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)

9.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 14179K101

1

Names of Reporting Persons

EMAI Management, 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 4,193,626.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,193,626.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,193,626.00

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)

9.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 14179K101

1

Names of Reporting Persons

Madison Avenue GP, 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 4,193,626.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,193,626.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,193,626.00

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)

9.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 14179K101

1

Names of Reporting Persons

Caraway Jackson Investments 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 4,193,626.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,193,626.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,193,626.00

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)

9.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 14179K101

1

Names of Reporting Persons

Eli Samaha

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 4,193,626.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,193,626.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,193,626.00

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)

9.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CARGO Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 835 Industrial Road, Suite 400, San Carlos, California, 94070
Item 2.
(a)	Name of person filing: The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are: - Madison Avenue International LP, - Madison Avenue Partners, LP, -EMAI Management, LLC, -Mdison Avenue GP, LLC. -Caraway Jackson Investments LLC, and -Eli Samaha.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 150 East 58th St, 14th Fl, New York, NY 10155.
(c)	Citizenship: Madison Avenue International LP is a Cayman Islands exempted limited partnership. Madison Avenue Partners, LP is a Delaware limited partnership. Each of EMAI Management, LLC, Madison Avenue GP, LLC and Caraway Jackson Investments LLC is a Delaware limited liability company. Mr. Samaha is a citizen of the United States of America.
(d)	Title of class of securities: Common stock, par value $0.001 per share (the "Common Stock")
(e)	CUSIP No.: 14179K101
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: As of June 30, 2025, Madison Avenue International LP beneficially owned 4,193,626 shares of Common Stock. Madison Avenue Partners, LP and Madison Avenue GP, LLC, as the investment manager and general partner of Madison Avenue International LP, respectively, may be deemed to be the beneficial owner of the Common Stock owned directly by Madison Avenue International LP. EMAI Management, LLC, as the general partner of Madison Avenue Partners, LP, may be deemed to be the beneficial owner of the Common Stock owned directly by Madison Avenue International LP. Caraway Jackson Investments LLC, as the owner of Madison Avenue GP, LLC, may be deemed to be the beneficial owner of the Common Stock owned directly by Madison Avenue International LP. Mr. Samaha, as the non-member manager of Madison Avenue GP, LLC, the managing member of EMAI Management, LLC, and the majority owner of Caraway Jackson Investments LLC, may be deemed to be the beneficial owner of the Common Stock owned by Madison Avenue International LP.
(b)	Percent of class: The following percentage is based on 46,110,228 Common Stock outstanding as of April 21, 2025, as disclosed in the Issuer's Annual Report on Form 8-K, filed with the Securities and Exchange Commission on June 20, 2025. As of June 30, 2025, the Reporting Persons may be deemed to have beneficially owned approximately 9.1% of the outstanding Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit A on the Schedule 13G filed by the reporting persons with the Securities and Exchange Commission on April 28, 2025.
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.

Madison Avenue Partners LP

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Managing Member of EMAI Management, LLC, the General Partner of Madison Avenue Partners, LP
Date:	08/14/2025

Madison Avenue International LP

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Manager of Madison Avenue GP, LLC, the General Partner of Madison Avenue International, LP
Date:	08/14/2025

EMAI Management, LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Managing Member
Date:	08/14/2025

Madison Avenue GP, LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Manager
Date:	08/14/2025

Caraway Jackson Investments LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Member
Date:	08/14/2025

Eli Samaha

Signature:	/s/ Eli Samaha
Name/Title:	ELI SAMAHA
Date:	08/14/2025

FAQ

What stake does Madison Avenue report in CARGO Therapeutics (CRGX)?

The reporting persons disclose beneficial ownership of 4,193,626 shares, representing approximately 9.1% of CRGX common stock.

Is the Madison Avenue position in CRGX passive or intended to influence control?

The filing includes a certification in Item 10 stating the securities were not acquired and are not held to change or influence control, indicating a passive intent.

Do the reporting persons have sole voting or dispositive power over the CRGX shares?

No. The cover pages and Item 4 report 0 shares of sole voting power and sole dispositive power and 4,193,626 shares of shared voting and dispositive power.

How was the 9.1% ownership percentage calculated?

The percentage is based on 46,110,228 shares of common stock outstanding as disclosed in the issuer's Annual Report referenced in the filing.

Which entities and individuals are listed as reporting persons on the Schedule 13G/A?

The filing lists Madison Avenue International LP; Madison Avenue Partners, LP; EMAI Management, LLC; Madison Avenue GP, LLC; Caraway Jackson Investments LLC; and Eli Samaha as reporting persons.