Zai Lab Limited ownership disclosure by TCG Crossover entities and Chen Yu. The filing reports that TCG Crossover II and TCG Crossover III each hold 2,956,533 ADSs and 2,956,542 ADSs respectively, representing 29,565,330 and 29,565,420 Ordinary Shares (each ADS = ten Ordinary Shares). The combined position attributed to Chen Yu equals 59,130,750 Ordinary Shares, representing 5.3% of the class based on April 30, 2026 outstanding share data. The filing cites 1,123,548,580 Ordinary Shares outstanding as of April 30, 2026 and is submitted as a joint Schedule 13G with a signed joint filing agreement.
Positive
None.
Negative
None.
Insights
TCG Crossover funds report notable passive stakes in Zai Lab via ADSs totaling 59,130,750 Ordinary Shares.
The excerpt lists two limited partnerships and their GP entities holding ADS positions: 2,956,533 and 2,956,542 ADSs, each ADS equal to ten Ordinary Shares. The filing attributes 29,565,330 and 29,565,420 Ordinary Shares to those funds and shows a combined 5.3% position for Chen Yu.
Ownership is reported on a April 30, 2026 basis with 1,123,548,580 Ordinary Shares outstanding. The statement is a Schedule 13G joint filing and includes the customary disclaimers about group status and pecuniary interest; cash-flow treatment and any planned transactions are not disclosed in the excerpt.
Key Figures
ADS held by TCG Crossover II:2,956,533 ADSsADS held by TCG Crossover III:2,956,542 ADSsOrdinary Shares represented per fund:29,565,330 Ordinary Shares; 29,565,420 Ordinary Shares+3 more
6 metrics
ADS held by TCG Crossover II2,956,533 ADSsheld of record by TCG Crossover II
ADS held by TCG Crossover III2,956,542 ADSsheld of record by TCG Crossover III
Ordinary Shares represented per fund29,565,330 Ordinary Shares; 29,565,420 Ordinary Shareseach ADS represents ten Ordinary Shares
Combined shares attributed to Chen Yu59,130,750 Ordinary Sharescombined position attributed to Chen Yu in the filing
Outstanding shares cited1,123,548,580 Ordinary Sharesoutstanding as of <date>April 30, 2026</date> per issuer 10-Q
Percent of class5.3%percent owned by Chen Yu based on outstanding shares as of <date>April 30, 2026</date>
Key Terms
ADS, Shared Dispositive Power, Schedule 13G
3 terms
ADSfinancial
"Consists of 2,956,533 American Depositary Shares ("ADSs") of the Issuer"
Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.
Shared Dispositive Powerregulatory
"Shared Dispositive Power 29,565,330.00"
Schedule 13Gregulatory
"This Statement is being filed by TCG Crossover Fund II, L.P."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Zai Lab Limited
(Name of Issuer)
Ordinary Shares, par value $0.000006 per share
(Title of Class of Securities)
98887Q104
(CUSIP Number)
06/02/2026
(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):
98887Q104
1
Names of Reporting Persons
TCG Crossover GP II, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
29,565,330.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,565,330.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,565,330.00
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)
2.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Consists of 2,956,533 American Depositary Shares ("ADSs") of the Issuer (as defined in Item 1(a) below), representing an aggregate of 29,565,330 Ordinary Shares. Each ADS represents ten Ordinary Shares of the Issuer. These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 1,123,548,580 Ordinary Shares outstanding as of April 30, 2026, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the "Commission") on May 7, 2026 (the "Form 10-Q").
SCHEDULE 13G
CUSIP Number(s):
98887Q104
1
Names of Reporting Persons
TCG Crossover Fund II, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
29,565,330.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,565,330.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,565,330.00
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)
2.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Consists of 2,956,533 ADSs of the Issuer, representing an aggregate of 29,565,330 Ordinary Shares. Each ADS represents ten Ordinary Shares of the Issuer. These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 1,123,548,580 Ordinary Shares outstanding as of April 30, 2026, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
98887Q104
1
Names of Reporting Persons
TCG Crossover GP III, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
29,565,420.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,565,420.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,565,420.00
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)
2.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Consists of 2,956,542 ADSs of the Issuer, representing an aggregate of 29,565,420 Ordinary Shares. Each ADS represents ten Ordinary Shares of the Issuer. These securities are held of record by TCG Crossover III (as defined in Item 2(a) below). TCG Crossover GP III (as defined in Item 2(a) below) is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 1,123,548,580 Ordinary Shares outstanding as of April 30, 2026, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
98887Q104
1
Names of Reporting Persons
TCG Crossover Fund III, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
29,565,420.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,565,420.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,565,420.00
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)
2.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Consists of 2,956,542 ADSs of the Issuer, representing an aggregate of 29,565,420 Ordinary Shares. Each ADS represents ten Ordinary Shares of the Issuer. These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 1,123,548,580 Ordinary Shares outstanding as of April 30, 2026, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
98887Q104
1
Names of Reporting Persons
Chen Yu
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 STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
59,130,750.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
59,130,750.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
59,130,750.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Consists of (i) 2,956,533 ADSs of the Issuer, representing an aggregate of 29,565,330 Ordinary Shares held of record by TCG Crossover II and (ii) 2,956,542 ADSs of the Issuer, representing an aggregate of 29,565,420 Ordinary Shares held of record by TCG Crossover III. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover II. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover III. Chen Yu is the sole managing member of each of TCG Crossover GP II and TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to the securities held of record by TCG Crossover II and TCG Crossover III.
Based on 1,123,548,580 Ordinary Shares outstanding as of April 30, 2026, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Zai Lab Limited
(b)
Address of issuer's principal executive offices:
314 Main Street, 4th Floor, Suite 100, Cambridge, MA 02142
Item 2.
(a)
Name of person filing:
This Statement is being filed by TCG Crossover Fund II, L.P. (TCG Crossover II), TCG Crossover GP II, LLC (TCG Crossover GP II), TCG Crossover Fund III, L.P. (TCG Crossover III) and TCG Crossover GP III, LLC (TCG Crossover GP III and together with TCG Crossover II, TCG Crossover GP II and TCG Crossover III, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached as Exhibit 1 hereto. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP II and TCG Crossover GP II are each a limited liability company organized under the laws of the State of Delaware. TCG Crossover II and TCG Crossover III are each a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)
Title of class of securities:
Ordinary Shares, par value $0.000006 per share
(e)
CUSIP Number(s):
98887Q104
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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
TCG Crossover entities hold ADS positions representing 29,565,330 and 29,565,420 Ordinary Shares. Each ADS equals ten Ordinary Shares, and the holdings are reported as of April 30, 2026 based on the issuer's 10-Q.
How much of Zai Lab does Chen Yu beneficially own (ZLAB)?
Chen Yu is attributed with 59,130,750 Ordinary Shares, equal to 5.3% of the class based on April 30, 2026 outstanding share data reported in the 10-Q filed May 7, 2026.
How many ADSs are reported for each fund in the filing?
The filing shows 2,956,533 ADSs held of record by TCG Crossover II and 2,956,542 ADSs held of record by TCG Crossover III, with each ADS representing ten Ordinary Shares of Zai Lab.
What outstanding share count does the Schedule 13G reference for ZLAB?
The Schedule 13G cites 1,123,548,580 Ordinary Shares outstanding as of April 30, 2026, as reported by the issuer in its quarterly report on Form 10-Q filed May 7, 2026.
Does the filing indicate active control or voting power changes for ZLAB?
The filing reports shared voting and dispositive power for the reporting entities over the disclosed ADSs; it includes standard disclaimers and does not state any change in control or active takeover actions.
