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

Rhea-AI Filing Summary

Actyus Private Equity SGIIC, S.A. filed a Schedule 13G/A reporting beneficial ownership of 268,564 shares of Elicio Therapeutics, Inc. common stock, representing 1.64% of the class. The percentage was calculated using 16,338,284 shares outstanding as of 08/05/2025, per the company’s Form 10-Q. Actyus states the shares are held by NAVIS VB FUND I and that it acts as the fund’s management company. The filer certifies the shares were not acquired to change or influence control of the issuer and discloses sole voting and dispositive power over the reported shares.

Insights

Institutional Ownership Analyst

Small passive stake by a Spanish private equity manager, disclosed under Schedule 13G/A.

Actyus reports 268,564 shares, or 1.64%, held via NAVIS VB FUND I, with sole voting and dispositive power. This size is below the 5% threshold that typically triggers Schedule 13D activism disclosure, which aligns with the filer’s certification of no intent to influence control.

The holding is material enough to be noticed but is not control‑scale; monitor future filings for increases above 5% or any change from Schedule 13G/A to 13D, which would indicate active intent to influence governance within the next reporting cycle.

Compliance & Disclosure Officer

Filing appears complete and uses the company’s 10-Q share count to compute percentage.

The Schedule 13G/A identifies the reporting person, jurisdiction (Spain), address, and specific share counts for voting and dispositive power, and cites the Form 10-Q share total of 16,338,284 for the calculation. The statement includes the required certification about non‑control intent.

Investors and registrants should note the filing date and compare subsequent SEC reports to confirm no change in ownership position or filing type within required windows.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Elicio Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

28657F103

(CUSIP Number)

09/30/2025

(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. 28657F103

1

Names of Reporting Persons

Actyus Private Equity SGIIC, S.A.

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

SPAIN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 268,564.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 268,564.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

268,564.00

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)

1.6 %

12

Type of Reporting Person (See Instructions)

IV, FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Elicio Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 451 D STREET, 5TH FLOOR, BOSTON, MASSACHUSETTS, 02210
Item 2.
(a)	Name of person filing: Actyus Private Equity SGIIC, S.A., a Sociedad Anonima organized under the laws of Spain (Actyus or the Reporting Person), with respect to the shares of Common Stock (as defined in Item 2(d) below) held by NAVIS VB FUND I, a Fund organized under the laws of Spain (Navis). Actyus is the management company of the entity and acts on behalf of Navis investors' interests.
(b)	Address or principal business office or, if none, residence: Calle Serrano, 37 Madrid 28001 SPAIN
(c)	Citizenship: SPAIN
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 28657F103
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 percentage set forth in this Schedule 13G is calculated based upon an aggregate of 16,338,284 shares of Common Stock outstanding as of August 5, 2025, as reported in the Company's Registration Statement on Form 10Q filed with the Securities and Exchange Commission on August 7, 2025.
(b)	Percent of class: 1.64%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 268,564
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 268,564
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	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.
	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.

Actyus Private Equity SGIIC, S.A.

Signature:	Yasmina Armengol Hierro
Name/Title:	Financial Director
Date:	10/07/2025

Signature:	Alessia Carretie Colombo
Name/Title:	Business Development Director
Date:	10/07/2025