AP11, Ascletis Disclose 1.5 M-Share Position in Sagimet Biosciences

Rhea-AI Filing Summary

Sagimet Biosciences (SGMT) received an Amendment No. 1 to Schedule 13G from AP11 Limited and Ascletis Pharma Inc., dated 24 June 2025 and filed 29 June 2025. The filing reports beneficial ownership of 1,504,642 Series A common shares, equal to 4.9 % of the 30,674,855 shares outstanding as cited in Sagimet’s 10 June 2025 Form 8-K.

The reporting persons each claim sole voting and dispositive power over the entire position and report no shared power and no group status. Item 5 confirms “ownership of 5 percent or less,” meaning the investors are no longer 5 % holders under SEC rules. No additional transactions, control arrangements, or contingent rights are disclosed, and the document contains no risk factors, legal matters, or financial projections.

Overall, the amendment simply updates Sagimet’s ownership ledger, signalling that two related offshore entities now hold a sub-5 % passive stake without seeking influence over the issuer’s governance.

Insights

Corporate Governance Expert

TL;DR: Passive investors reveal a 4.9 % stake; no governance impact expected.

The amendment indicates AP11 Limited and parent Ascletis Pharma have reduced or otherwise re-classified their position to 4.9 %, voluntarily disclosing even though the stake now sits just below the 5 % reporting threshold. Because they retain sole, not shared, voting power and make no activist statements, the filing suggests a purely passive investment. The lack of group formation, control intent, or board nomination language means corporate governance dynamics at Sagimet remain unchanged. Investors should view the disclosure as housekeeping rather than a prelude to strategic action.

Portfolio Manager

TL;DR: Sub-5 % position is informational; trading signal is minimal.

At 1.5 million shares, the reported stake equates to roughly five days’ average volume for many small-cap biotechs—large enough to monitor but unlikely to sway liquidity or price by itself. The absence of purchase or sale dates prevents gauging entry cost or momentum bias. Because the holding is passive and below the Schedule 13D activist threshold, there is no catalyst implied. Portfolio managers may log the offshore ownership concentration for context on the float, but the filing does not, on its own, alter the risk-reward profile of SGMT.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Sagimet Biosciences Inc.

(Name of Issuer)

Series A common stock

(Title of Class of Securities)

786700104

(CUSIP Number)

06/24/2025

(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. 786700104

1

Names of Reporting Persons

AP11 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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,504,642.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,504,642.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,504,642.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

CO, FI

Comment for Type of Reporting Person: The reported percentage is calculated based on 30,674,855 shares of Series A common stock outstanding as of June 10, 2025, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 10, 2025.

SCHEDULE 13G

CUSIP No. 786700104

1

Names of Reporting Persons

Ascletis Pharma Inc.

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 1,504,642.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,504,642.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,504,642.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

CO, FI

Comment for Type of Reporting Person: The reported percentage is calculated based on 30,674,855 shares of Series A common stock outstanding as of June 10, 2025, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 10, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sagimet Biosciences Inc.
(b)	Address of issuer's principal executive offices: 155 BOVET RD., SUITE 303, SAN MATEO, CALIFORNIA, 94402
Item 2.
(a)	Name of person filing: AP11 Limited Ascletis Pharma Inc.
(b)	Address or principal business office or, if none, residence: AP11 Limited - 12/F, Building D, No. 198 Qidi Road, HIPARK, Xiaoshan District, Hangzhou China, 311200 Ascletis Pharma Inc. - 12/F, Building D, No. 198 Qidi Road, HIPARK, Xiaoshan District, Hangzhou China, 311200
(c)	Citizenship: AP11 Limited - British Virgin Islands Ascletis Pharma Inc. - Cayman Islands
(d)	Title of class of securities: Series A common stock
(e)	CUSIP No.: 786700104
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: AP11 Limited - 1,504,642 Ascletis Pharma Inc. - 1,504,642
(b)	Percent of class: AP11 Limited - 4.9% Ascletis Pharma Inc. - 4.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: AP11 Limited - 1,504,642 Ascletis Pharma Inc. - 1,504,642
	(ii) Shared power to vote or to direct the vote: AP11 Limited - 0 Ascletis Pharma Inc. - 0
	(iii) Sole power to dispose or to direct the disposition of: AP11 Limited - 1,504,642 Ascletis Pharma Inc. - 1,504,642
	(iv) Shared power to dispose or to direct the disposition of: AP11 Limited - 0 Ascletis Pharma Inc. - 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:
	Not Applicable

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.

AP11 Limited

Signature:	/s/ Huqin Yang
Name/Title:	Treasurer
Date:	06/24/2025

Ascletis Pharma Inc.

Signature:	/s/ Huqin Yang
Name/Title:	Treasurer
Date:	06/24/2025

Comments accompanying 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.

FAQ

How many Sagimet (SGMT) Series A shares do AP11 Limited and Ascletis Pharma report owning?

The Schedule 13G/A states they beneficially own 1,504,642 shares of Sagimet’s Series A common stock.

What percentage of Sagimet’s outstanding shares does the 1.5 million-share position represent?

The filing lists the stake as 4.9 % of the 30,674,855 shares outstanding as of 10 June 2025.

Do the reporting persons share voting or dispositive power over the SGMT shares?

No. They report sole voting and sole dispositive power over all shares, with zero shared power.

Why was Amendment No. 1 to Schedule 13G filed for SGMT?

The amendment updates ownership information, confirming the investors now hold 5 % or less of Sagimet’s outstanding Series A common stock.

What is the reportable event date disclosed in the 13G/A?

The date of the event requiring the filing is 24 June 2025.