Near-10% Holder: Verve Capital Reports 760,699 VOR Shares; Warrant Exercise Capped

Rhea-AI Filing Summary

Verve Capital Limited reports beneficial ownership of 760,699 shares of Vor Biopharma Inc. common stock, representing a capped 9.99% ownership stake under the terms of pre-funded warrants. The reporting person directly holds pre-funded warrants exercisable for up to 2,000,000 shares but the warrants include a Beneficial Ownership Blocker that prevents exercise to the extent it would increase beneficial ownership above 9.99%. The reported percentage is calculated using 6,853,907 shares outstanding plus the 760,699 shares issuable upon exercise, and the EDGAR system rounding leads the cover page to show 9.9%.

The filing states Verve Capital has sole voting and dispositive power over the 760,699 shares and classifies the filer as a company organized in Samoa. The statement affirms the securities were not acquired to change control of the issuer.

Positive

• Material disclosed stake: Reporting person beneficially owns 760,699 shares representing a capped 9.99% interest when including exercisable pre-funded warrants.
• Clear voting/control rights: Verve Capital reports sole voting and sole dispositive power over the reported shares, clarifying its influence.

Negative

• Exercise restriction: Pre-funded warrants include a Beneficial Ownership Blocker preventing exercise beyond 9.99%, limiting Verve’s ability to increase its stake.
• Concentration risk: A near-10% holder may create governance concentration that could concern other shareholders during contested votes or major decisions.

Insights

Financial Analyst

TL;DR: Verve Capital holds a near-10% economic interest via pre-funded warrants, but an ownership blocker limits further accumulation.

The filing shows a meaningful minority stake: 760,699 shares effectively controlled and a capped beneficial ownership of 9.99% when including exercisable pre-funded warrants. For investors, a near-10% holder is material because it can affect voting dynamics and potential shareholder proposals. The presence of the Beneficial Ownership Blocker means Verve cannot increase its position beyond the stated threshold without renegotiating terms or the issuer increasing share count. The disclosure of sole voting and dispositive power confirms Verve’s direct influence over the reported shares. Overall, this is a material ownership disclosure but not an indication of an intent to seek control.

Corporate Governance Expert

TL;DR: A near-10% holder with sole voting power is governance-relevant; the blocker limits escalation of influence.

From a governance perspective, Verve’s reported position and sole voting authority make it a stakeholder that other investors and the board should monitor. The Beneficial Ownership Blocker is a contractual mechanism that prevents automatic dilution or takeover risk from these warrants, preserving current governance balance. The filer’s certification that the shares were not acquired to change control reduces immediate takeover concerns, but the economic exposure and voting control at this level can still shape outcomes in contested votes or major corporate actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Vor Biopharma Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

929033207

(CUSIP Number)

09/18/2025

(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. 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 760,699.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 760,699.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

760,699.00

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)

9.9 %

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 sets forth the aggregate number of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. The Reporting Person directly holds pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 2,000,000 shares of common stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Reporting Person, together with its affiliates and other attribution parties, would own more than 9.99% of the outstanding shares of common stock. The Reporting Person is currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 760,699 shares of common stock.
(b)	Percent of class: Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, the Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 6,853,907 shares of common stock outstanding as of September 18, 2025, as reported in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on September 24, 2025 and (ii) 760,699 shares of common stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 of the Reporting Person's cover page have been rounded down to 9.9%.
(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 sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person 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 sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person 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 sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person 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 sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference.
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.

Verve Capital Limited

Signature:	/s/ Hongtu Zhu
Name/Title:	By Hongtu Zhu, Director
Date:	09/25/2025

FAQ

How many Vor Biopharma (VOR) shares does Verve Capital beneficially own?

Verve Capital beneficially owns 760,699 shares of Vor Biopharma common stock.

What percentage of VOR does Verve Capital own?

Verve Capital’s beneficial ownership is reported as a capped 9.99% of the outstanding common stock; the cover page shows 9.9% due to EDGAR rounding.

Does Verve Capital have voting control over its reported VOR shares?

Yes. The filing reports Verve Capital has sole voting power and sole dispositive power over the 760,699 shares.

Why can’t Verve Capital exercise all its pre-funded warrants into VOR stock?

The pre-funded warrants contain a Beneficial Ownership Blocker that prevents exercise to the extent it would result in ownership above 9.99%.

Does the filing indicate Verve Capital aims to change control of Vor Biopharma?

No. The filing includes a certification stating the securities were not acquired and are not held to change or influence control of the issuer.