Verve Capital Limited (VOR) reports 6.3% stake in Vor Biopharma common stock

Rhea-AI Filing Summary

Vor Biopharma Inc. common stock is reported as being beneficially owned by Verve Capital LimitedJune 30, 2026, Verve Capital reports beneficial ownership of 3,410,892 shares of Vor Biopharma common stock, representing 6.3% of the class. Verve Capital has sole voting power and sole dispositive power over all of these shares, with no shared voting or dispositive power.

The ownership percentage is based on 54,185,877 shares outstanding as of May 7, 2026, as disclosed by Vor Biopharma, plus 269,874 shares issued to Verve Capital upon exercise of Pre-Funded Warrants on May 29, 2026. Verve Capital is organized under the laws of Samoa and signed this amendment through director Hongtu Zhu on August 13, 2026.

Key Figures

Shares Beneficially Owned: 3,410,892 shares Percent of Class: 6.3% Shares Outstanding Baseline: 54,185,877 shares +1 more

4 metrics

Shares Beneficially Owned 3,410,892 shares Vor Biopharma common stock beneficially owned by Verve Capital Limited as of June 30, 2026

Percent of Class 6.3% Portion of Vor Biopharma common stock class held by Verve Capital Limited

Shares Outstanding Baseline 54,185,877 shares Vor Biopharma shares outstanding as of May 7, 2026 used to calculate ownership percentage

Shares from Pre-Funded Warrants 269,874 shares Shares issued to Verve Capital upon exercise of Pre-Funded Warrants on May 29, 2026

Key Terms

beneficially owned, sole voting power, sole dispositive power, Pre-Funded Warrants, +1 more

5 terms

beneficially owned financial

"sets forth the aggregate number of shares of common stock of the Issuer beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Row 5 of the Reporting Person's cover page sets forth the sole power to vote"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Row 7 of the Reporting Person's cover page sets forth the sole power to dispose"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Pre-Funded Warrants financial

"plus 269,874 shares issued upon exercise of Pre-Funded Warrants by the Reporting Person"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Schedule 13G/A regulatory

"Row 9 of the Reporting Person's cover page to this /A sets forth the aggregate number"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

FAQ

How many VOR shares does Verve Capital Limited report owning?

Verve Capital Limited reports beneficial ownership of 3,410,892 shares of Vor Biopharma Inc. (VOR) common stock. This stake includes shares received from exercising 269,874 Pre-Funded Warrants and reflects holdings as of June 30, 2026.

What percentage of Vor Biopharma (VOR) does Verve Capital Limited own?

Verve Capital Limited reports beneficial ownership of 6.3% of Vor Biopharma Inc. (VOR) common stock. This percentage is calculated using 54,185,877 shares outstanding plus 269,874 shares issued upon warrant exercise by Verve Capital.

Does Verve Capital Limited have sole or shared voting power over its VOR shares?

Verve Capital Limited reports sole voting power over 3,410,892 Vor Biopharma shares and no shared voting power. It also has sole dispositive power over the same number of shares, indicating exclusive control over voting and disposition.

How was Verve Capital Limited’s 6.3% ownership in VOR calculated?

The 6.3% ownership is based on 54,185,877 Vor Biopharma shares outstanding as of May 7, 2026, plus 269,874 shares issued to Verve Capital upon exercise of Pre-Funded Warrants on May 29, 2026.

What is the citizenship and address of Verve Capital Limited in the VOR filing?

Verve Capital Limited is organized under the laws of Samoa and lists its principal business office as Flat B, 23/F, Panorama Gardens, 103 Robinson Road, Mid-Levels, Hong Kong in the Vor Biopharma (VOR) ownership report.

Who signed the Verve Capital Limited ownership report for VOR?

The ownership report for Vor Biopharma Inc. (VOR) was signed by Hongtu Zhu, a Director of Verve Capital Limited. The signature date on the amendment is August 13, 2026, confirming the reported holdings as of June 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 04:31 PM Accepted by SEC EDGAR 08/13/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

VOR BIOPHARMA INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

929033207

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 929033207

1

Names of Reporting Persons

Verve Capital 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

SAMOA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,410,892.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,410,892.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,410,892.00

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)

6.3 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VOR BIOPHARMA INC.
(b)	Address of issuer's principal executive offices: 500 Boylston Street, Suite 1350, Boston, MA, 02116.
Item 2.
(a)	Name of person filing: Verve Capital Limited
(b)	Address or principal business office or, if none, residence: Flat B, 23/F, Panorama Gardens, 103 Robinson Road, Mid-Levels, Hong Kong
(c)	Citizenship: Samoa
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 929033207
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: Row 9 of the Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer (the "Shares") beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in Row 11 of the cover page is calculated based upon 54,185,877 Shares outstanding as of May 7, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 13, 2026, plus 269,874 shares issued upon exercise of Pre-Funded Warrants by the Reporting Person on May 29, 2026.
(b)	Percent of class: Verve Capital Limited: 6.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of the Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person as of June 30, 2026 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of the Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person as of June 30, 2026 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of the Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person as of June 30, 2026 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of the Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person as of June 30, 2026 and is incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.

Verve Capital Limited

Signature:	/s/ Hongtu Zhu
Name/Title:	By Hongtu Zhu, Director
Date:	08/13/2026