Tybourne Capital Management and affiliated entities filed Amendment No. 2 to Schedule 13G disclosing beneficial ownership of 1,268,086 Forte Biosciences (FBRX) shares—exactly 9.99 % of the outstanding common stock as of 30 June 2025. The position includes 786,647 common shares plus 481,439 shares underlying pre-funded warrants. A further 739,147 warrant shares remain unexercisable due to a contractual 9.99 % ownership cap.
Voting and dispositive authority is shared among Tybourne Capital Management (HK) Ltd., Tybourne Strategic Opportunities GP II Ltd., Tybourne Capital Management Ltd., Tybourne Kesari Ltd., and principal Viswanathan Krishnan; none holds sole authority. The securities are held for private investment funds advised by Tybourne and were acquired "in the ordinary course," with no intent to influence control. Ownership percentages are calculated against the issuer’s 12,212,117 shares outstanding following its 26 Jun 2025 public offering.
Positive
None.
Negative
None.
Insights
TL;DR: Neutral—large passive stake, limited control intent, signals institutional interest.
The 13G/A shows Tybourne’s funds hovering just below the 10 % Section 16 threshold. While the 1.27 M-share position evidences confidence in FBRX’s prospects, the firm expressly disclaims control aspirations and retains no sole voting power. Because the warrants are capped, near-term dilution is controlled. From a disclosure standpoint, this is a routine ownership update rather than a catalyst, hence market impact should be modest.
TL;DR: Mildly positive—high-conviction stake by sophisticated hedge fund.
Tybourne is a well-regarded biotech investor; its decision to commit up to 9.99 % in equity and warrants suggests substantive due-diligence-backed conviction. The warrant component affords upside flexibility without immediate cash outlay, while the cap avoids triggering insider status. For existing shareholders, a respected institutional holder can enhance liquidity and validate the company’s pipeline, though true strategic influence remains unlikely.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Forte Biosciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
34962G208
(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.
34962G208
1
Names of Reporting Persons
TYBOURNE CAPITAL MANAGEMENT (HK) 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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,268,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,268,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,268,086.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
34962G208
1
Names of Reporting Persons
TYBOURNE STRATEGIC OPPORTUNITIES GP II LIMITED
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
1,268,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,268,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,268,086.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
34962G208
1
Names of Reporting Persons
Tybourne Capital 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,268,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,268,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,268,086.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
34962G208
1
Names of Reporting Persons
Tybourne Kesari 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
1,268,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,268,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,268,086.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
34962G208
1
Names of Reporting Persons
Krishnan Viswanathan
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
1,268,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,268,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,268,086.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Forte Biosciences, Inc.
(b)
Address of issuer's principal executive offices:
3060 PEGASUS PARK DRIVE, BUILDING 6, DALLAS, Texas, 75247
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
i) Tybourne Capital Management (HK) Limited ("Tybourne HK");
ii) Tybourne Strategic Opportunities GP II Limited (the "GP")
iii) Tybourne Capital Management Limited ("Tybourne Cayman");
iv) Tybourne Kesari Limited ("Tybourne Kesari"); and
v) Viswanathan Krishnan ("Mr. Krishnan")
This statement relates to securities held for the accounts of private investment funds (the "Private Funds") for which Tybourne HK serves as investment advisor and for which the GP serves as general partner. Tybourne Cayman is the parent of Tybourne HK, and Tybourne Kesari is the parent of Tybourne Cayman and the GP. Mr. Krishnan is the principal and sole shareholder of Tybourne Kesari. In such capacities, Tybourne HK, the GP, Tybourne Cayman, Tybourne Kesari and Mr. Krishnan may be deemed to have voting and dispositive power over securities held for the Private Funds. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Tybourne HK and Mr. Krishnan is Suites 818-822, B/F, Bank of America Tower, 12 Harcourt Road, Hong Kong. The address of the registered office of each of Tybourne Cayman, the GP and Tybourne Kesari is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY 1-1104, Cayman Islands.
(c)
Citizenship:
i) Tybourne HK is a company incorporated in Hong Kong with limited liability,
ii) the GP is a company incorporated in the Cayman Islands with limited liability,
iii) Tybourne Cayman is a company incorporated in the Cayman Islands with limited liability,
iv) Tybourne Kesari is organized in the Cayman Islands, and
v) Mr. Krishnan is a citizen of the United Kingdom.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
34962G208
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).
Investment adviser registered with the Hong Kong Securities and Futures Commission
Item 4.
Ownership
(a)
Amount beneficially owned:
1,268,086 shares
(b)
Percent of class:
9.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,268,086 shares
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,268,086 shares
** The shares reported herein as beneficially owned by the Reporting Persons include an aggregate of 786,647 shares of Common Stock and 481,439 shares of Common Stock issuable upon the exercise of pre-funded warrants (the "Warrants"). The Warrants may be exercised for shares of Common Stock, so long as such exercise will not cause such holder, together with its affiliates, to beneficially own in excess of 9.99% of the number of shares of Common Stock then outstanding. The Private funds owns Warrants that would be exercisable for up to an aggregate of 739,147 shares of Common Stock, subject to the limitation on exercise. If not for such limitation on exercise, the Reporting Persons would beneficially own in excess of 9.99% of the Issuer's Common Stock.
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's prospectus supplement, as filed with the Securities and Exchange Commission on June 25, 2025, that there would be 12,212,117 shares of Common Stock outstanding following the completion of the Issuer's public offering, which was scheduled to close on June 26, 2025.
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.
Tybourne Strategic Opportunities Fund II LP has the right to receive dividends from, or the proceeds from the sale of, more than 5% of the Shares outstanding.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
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 acquired and are held in the ordinary course of business and 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.
TYBOURNE CAPITAL MANAGEMENT (HK) LTD
Signature:
/s/ Charlotte Fung
Name/Title:
Charlotte Fung, Chief Financial Officer
Date:
08/04/2025
TYBOURNE STRATEGIC OPPORTUNITIES GP II LIMITED
Signature:
/s/ Viswanathan Krishnan
Name/Title:
Viswanathan Krishnan, Director
Date:
08/04/2025
Tybourne Capital Management Ltd
Signature:
/s/ Viswanathan Krishnan
Name/Title:
Viswanathan Krishnan, Principal
Date:
08/04/2025
Tybourne Kesari Ltd
Signature:
/s/ Viswanathan Krishnan
Name/Title:
Viswanathan Krishnan, Principal
Date:
08/04/2025
Krishnan Viswanathan
Signature:
/s/ Viswanathan Krishnan
Name/Title:
Viswanathan Krishnan, Individually
Date:
08/04/2025
Exhibit Information
99.1 Joint Filing Agreement, executed by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 14, 2024
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