[SCHEDULE 13G/A] Kuke Music Holding Limited American SEC Filing

Rhea-AI Filing Summary

Milestone Pharmaceuticals Inc. (NASDAQ: MIST) filed an 8-K announcing a capital raise through an underwritten public offering. On 11 July 2025, the company signed an Underwriting Agreement with TD Securities (USA) LLC, Piper Sandler & Co. and Wells Fargo Securities, LLC to sell new equity and warrants.

• Securities offered: 31,500,000 common shares plus equal numbers of Series A and Series B common warrants, all priced at US$1.50 per share-and-warrant unit.
• Pre-funded alternative: 3,502,335 pre-funded warrants (exercise price US$0.001) in lieu of common shares for certain investors, each accompanied by Series A and Series B warrants, priced at US$1.499 per package.
• Net proceeds: approximately US$48.7 million to the company after underwriting fees and estimated expenses.
• Series A warrant terms: exercise price US$1.50 (or US$1.499 if paired with pre-funded warrant), immediately exercisable, one-year expiry.
• Series B warrant terms: exercise price US$1.875 (or US$1.874 for pre-funded), immediately exercisable, five-year expiry; subject to mandatory cash exercise if the 10-day VWAP reaches ≥ US$3.50.
• Beneficial-ownership cap: Holders generally limited to 9.99 % ownership (electable down to 4.99 % or up to 19.99 % with 61-day notice).
• Closing: Offering expected to settle on or about 14 July 2025, subject to customary conditions.

The warrants contain customary anti-dilution adjustments and Black-Scholes cash redemption rights upon a fundamental transaction. All securities were issued under the company’s effective shelf registration statement (Form S-3 No. 333-283162).

Investment take-away: The transaction strengthens Milestone’s cash position by nearly US$49 million but introduces significant potential dilution—over 69 million shares could be issued upon full warrant exercise (excluding Series B mandatory exercise triggers). Existing shareholders must weigh near-term balance-sheet improvement against longer-term equity overhang.

Positive

• US$48.7 million in net proceeds strengthens cash reserves, extending operational runway for clinical programs.
• Immediate exercisability of warrants could bring additional capital if investors convert quickly.
• Mandatory Series B exercise feature above US$3.50 VWAP may accelerate future cash inflows at higher share prices.

Negative

• Substantial dilution: 31.5 M new shares issued now plus potential 69 M shares from warrant exercises.
• Low pricing at US$1.50 signals market’s discounted valuation of the company.
• Long-dated five-year warrants create an equity overhang that may cap near-term share price appreciation.

Insights

Equity Capital Markets Analyst

TL;DR — US$48.7 M cash in, large immediate and potential dilution; pricing in line with micro-cap biotech norms.

The transaction delivers meaningful liquidity to Milestone’s balance sheet, critical for a clinical-stage biotech without commercial revenue. The combined share/warrant package at US$1.50 appears close to recent trading levels, suggesting limited discounting but confirming weak market valuation. The five-year Series B warrants at a 25 % premium (US$1.875) create a long-dated equity overhang; mandatory exercise above a US$3.50 VWAP could accelerate capital inflow yet cap upside for existing holders. Net proceeds of US$48.7 M extend cash runway but the issuance of 35 million effective shares (plus up to 69 million from warrant exercise) could more than double outstanding equity, materially diluting EPS potential. Overall effect: modestly positive for liquidity, negative for per-share metrics.

Biotech Industry Specialist

TL;DR — Financing keeps trials funded; warrant terms flexible but shareholder dilution risk is high.

This raise should allow Milestone to continue pivotal etripamil development without immediate partnering. Pre-funded warrants cater to investors avoiding Canadian withholding tax, broadening demand. Anti-takeover protections embedded in warrant redeemability appear standard. That said, potential issuance of >69 million shares from warrants could impede future capital market access if share price fails to appreciate. Impact classified as mixed: liquidity positive, dilution negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Kuke Music Holding Ltd

(Name of Issuer)

American Depositary Shares, each representing ten (10) Class A ordinary shares, par value US$0.001 per share

(Title of Class of Securities)

501229207

(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. 501229207

1

Names of Reporting Persons

Atlantis Investment Management 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

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,300,000.00

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)

2.3 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 501229207

1

Names of Reporting Persons

Atlantis Capital Group Holdings 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

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,300,000.00

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)

2.3 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 501229207

1

Names of Reporting Persons

Yang Liu

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 6,300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,300,000.00

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)

2.3 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 501229207

1

Names of Reporting Persons

Syzygy Stable Multi-Asset Strategy SP

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 2,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,000,000.00

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)

0.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 501229207

1

Names of Reporting Persons

Atlantis New Hong Kong Equity Fund 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 2,200,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,200,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,200,000.00

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)

0.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 501229207

1

Names of Reporting Persons

Riverwood Multi-Growth Fund

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 2,100,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,100,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,100,000.00

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)

0.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Kuke Music Holding Ltd
(b)	Address of issuer's principal executive offices: 25-1, Beijing Music Industrial Park, Heizhuanghu Road, Chaoyang District, Beijing, People's Republic of China
Item 2.
(a)	Name of person filing: Atlantis Investment Management Limited ("AIM"), Atlantis Capital Group Holdings Limited ("ACG"), Yang Liu, Syzygy Stable Multi-Asset Strategy SP ("SSMS", a segregated portfolio of Syzygy Global Strategy SPC, a segregated portfolio company incorporated in the Cayman Islands), Atlantis New Hong Kong Equity Fund Limited ("ANHKEFL"), and Riverwood Multi-Growth Fund ("RMGF"). AIM is an asset manager operating in Hong Kong, and manages the investments of SSMS, ANHKEFL and RMGF. ACG is the sole shareholder of AIM, and Ms. Liu is the sole shareholder of ACG. Each of the filing persons holds the Issuer's ADSs, each of which represents ten (10) Class A ordinary shares. The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
(b)	Address or principal business office or, if none, residence: For each of AIM, ACG, Ms Liu, SSMS, ANHKEFL and RMGF, 35/F The Centrium, 60 Wyndham Street, Central, Hong Kong SAR
(c)	Citizenship: For each of AIM, ACG and Ms. Liu, Hong Kong. For each of SSMS, ANHKEFL and RMGF, Cayman Islands.
(d)	Title of class of securities: American Depositary Shares, each representing ten (10) Class A ordinary shares, par value US$0.001 per share
(e)	CUSIP No.: 501229207
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: 6,300,000
(b)	Percent of class: 2.3 %
(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: See cover page tables above. Percentage ownership based on 275,261,847 Class A ordinary shares outstanding, as set forth in the issuer's prospectus, dated June 4, 2025, filed with the SEC pursuant to Rule 424(b)(5).
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: See cover page tables above.
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.
	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.

Atlantis Investment Management Limited

Signature:	/s/ Yang Liu
Name/Title:	Yang Liu / Director
Date:	06/30/2025

Atlantis Capital Group Holdings Limited

Signature:	/s/ Yang Liu
Name/Title:	Yang Liu / Director
Date:	06/30/2025

Yang Liu

Signature:	/s/ Yang Liu
Name/Title:	Yang Liu
Date:	06/30/2025

Syzygy Stable Multi-Asset Strategy SP

Signature:	/s/ Yang Liu
Name/Title:	Yang Liu / Chief Investment Officer
Date:	06/30/2025

Atlantis New Hong Kong Equity Fund Limited

Signature:	/s/ Yang Liu
Name/Title:	Yang Liu / Director
Date:	06/30/2025

Riverwood Multi-Growth Fund

Signature:	/s/ Yang Liu
Name/Title:	Yang Liu / Director
Date:	06/30/2025

Exhibit Information

99.1 Joint Filing Agreement

FAQ

How many shares is Milestone Pharmaceuticals (MIST) issuing in the 2025 offering?

The company is issuing 31,500,000 common shares plus 3,502,335 pre-funded warrants that can convert into shares.

What is the expected net cash Milestone will receive from the offering?

Milestone expects approximately US$48.7 million in net proceeds after underwriting fees and expenses.

What are the key terms of the Series A and Series B warrants?

Series A: US$1.50 exercise price, 1-year expiry. Series B: US$1.875 exercise price, 5-year expiry, with mandatory exercise above a US$3.50 10-day VWAP.

When is the offering expected to close?

The transaction is scheduled to close on or about 14 July 2025, subject to customary conditions.

Which firms are underwriting the Milestone Pharmaceuticals offering?

The lead underwriters are TD Securities (USA) LLC, Piper Sandler & Co., and Wells Fargo Securities, LLC.

What ownership limitation applies to the new warrants?

Investors cannot exceed 9.99 % (electable 4.99 %–19.99 %) of outstanding common shares immediately after exercise.