Sec Form 13G Filing - Unique Diamond Investments Ltd filing for CG Oncology Inc. (CGON) - 2024-07-22

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

We are early adopting the revised filing deadline under the new Rule 13d-1(d) which went effective on February 5, 2024 and will require compliance starting on September 30, 2024.

 Names of Reporting Persons

 Unique Diamond Investments Limited

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 British Virgin Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 1,011,192⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 1,011,192⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,011,192⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 1.5%⁽²⁾

 Type of Reporting Person (See Instructions)

 CO

Consists of 1,011,192 shares of the Issuer’s Common Stock (as defined in item 2(d)) held directly by Unique Diamond Investments Limited.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

 Names of Reporting Persons

 ORI Healthcare Fund, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 1,011,192⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 1,011,192⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,011,192⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 1.5%⁽²⁾

 Type of Reporting Person (See Instructions)

 PN

Represents 1,011,192 shares of the Issuer’s Common Stock held directly by Unique Diamond Investments Limited. Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

 Names of Reporting Persons

 ORI Capital Inc.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 1,011,192⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 1,011,192⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,011,192⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 1.5%⁽²⁾

 Type of Reporting Person (See Instructions)

 CO

Represents 1,011,192 shares of the Issuer’s Common Stock held directly by Unique Diamond Investments Limited. Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. and may be deemed to have voting, investment and dispositive power with respect to these securities.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

 Names of Reporting Persons

 ORI Capital Holding Inc.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizen ship or Place of Organization

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 1,011,192⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 1,011,192⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,011,192⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 1.5%⁽²⁾

 Type of Reporting Person (See Instructions)

 CO

Represents 1,011,192 shares of the Issuer’s Common Stock held directly by Unique Diamond Investments Limited. Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. and a wholly owned subsidiary of ORI Capital Holding Inc.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

 Names of Reporting Persons

 Charming Jade Limited

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 British Virgin Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 3,930,176⁽¹⁾

 S hared Voting Power

 0

 Sole Dispositive Power

 3,930,176⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,930,176⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 5.9%⁽²⁾

 Type of Reporting Person (See Instructions)

 CO

Represents 3,930,176 shares of the Issuer’s Common Stock held directly by Charming Jade Limited.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

 Names of Reporting Persons

 ORI Healthcare Fund II, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 3,930,176⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 3,930,176⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,930,176⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 5.9%⁽²⁾

 Type of Reporting Person (See Instructions)

 PN

Represents 3,930,176 shares of the Issuer’s Common Stock held directly by Charming Jade Limited. Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

 Names of Reporting Persons

 ORI Capital II Inc.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 3,930,176⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 3,930,176⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,930,176⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 5.9%⁽²⁾

 Type of Reporting Person (See Instructions)

 CO

Represents 3,930,176 shares of the Issuer’s Common Stock held directly by Charming Jade Limited. Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P. and may be deemed to have voting, investment and dispositive power with respect to these securities.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

 Names of Reporting Persons

 ORI Holding II Inc.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 3,930,176⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 3,930,176⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,930,176⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 5.9%⁽²⁾

 Type of Reporting Person (See Instructions)

 CO

Represents 3,930,176 shares of the Issuer’s Common Stock held directly by Charming Jade Limited. Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P. and a wholly owned subsidiary of ORI Holding II Inc.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

 Names of Reporting Persons

 Healthcare Seed Limited

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 British Virgin Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 4,941,368⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 4,941,368⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 4,941,368⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 7.4%⁽²⁾

 Type of Reporting Person (See Instructions)

 CO

Represents the sum of (i) 1,011,192 shares of the Issuer’s Common Stock held directly by Unique Diamond Investments Limited, and (ii) 3,930,176 shares of the Issuer’s Common Stock held directly by Charming Jade Limited. Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. and a wholly owned subsidiary of ORI Capital Holding Inc. Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P. and a wholly owned subsidiary of ORI Holding II Inc. Each of ORI Capital Holding Inc. and ORI Holding II Inc. is a wholly owned subsidiary of Healthcare Seed Limited.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

 Names of Reporting Persons

 SONG, Hong Fang

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Hong Kong

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 Sole Voting Power

 5,555,296⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 5,555,296⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 5,555,296⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 8.3%⁽²⁾

 Type of Reporting Person (See Instructions)

 IN

Represents the sum of (i) 1,011,192 shares of the Issuer’s Common Stock held directly by Unique Diamond Investments Limited, (ii) 3,930,176 shares of the Issuer’s Common Stock held directly by Charming Jade Limited, and (iii) 613,928 shares of the Issuer’s Common Stock held directly by Ms. Song. Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. and a wholly owned subsidiary of ORI Capital Holding Inc. Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P. and a wholly owned subsidiary of ORI Holding II Inc. Each of ORI Capital Holding Inc. and ORI Holding II Inc. is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited.

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

Issuer

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Filing Person

Name of Persons Filing

Address of Principal Business Office, or, if none, Residence:

Citizenship

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Percentage

of class ⁽¹⁾

Shared power

to dispose or

to direct the

disposition of

Unique Diamond Investments Limited

ORI Healthcare Fund, L.P.

ORI Capital Inc.

ORI Capital Holding Inc.

Charming Jade Limited

ORI Healthcare Fund II, L.P.

ORI Capital II Inc.

ORI Holding II Inc.

Healthcare Seed Limited

SONG, Hong Fang

This calculation is based on 66,640,150 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.