Securities and Exchange Commission
Washington, D.C. 20549
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Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto
Filed Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
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Connect Biopharma Holdings Limited
(Name of Issuer)
Ordinary shares, par value $0.000174 per share
(Title of Class of Securities)
207523101**
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
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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)
* 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.
** There is no CUSIP number assigned to the Ordinary Shares of the Issuer (“Ordinary Shares”). CUSIP number 207523101 has been assigned to the American Depositary Shares of the Issuer (“ADSs”). Each ADS represents one Ordinary Share.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 207523101 | Schedule 13G | Page 1 of 6 | ||||||
| 1 | Names of Reporting Persons BioFortune Inc. | ||||||||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | ||||||||||
| 3 | SEC Use Only | ||||||||||
| 4 | Citizenship or Place of Organization British Virgin Islands | ||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 | |||||||||
| 6 | Shared Voting Power 6,158,016 | ||||||||||
| 7 | Sole Dispositive Power 0 | ||||||||||
| 8 | Shared Dispositive Power 6,158,016 | ||||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,158,016 | ||||||||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | ||||||||||
| 11 | Percent of Class Represented by Amount in Row 9 11.2% | ||||||||||
| 12 | Type of Reporting Person CO | ||||||||||
| CUSIP No. 207523101 | Schedule 13G | Page 2 of 6 | ||||||
| 1 | Names of Reporting Persons Wubin Pan | ||||||||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | ||||||||||
| 3 | SEC Use Only | ||||||||||
| 4 | Citizenship or Place of Organization Canada | ||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 530,894 | |||||||||
| 6 | Shared Voting Power 6,728,292 | ||||||||||
| 7 | Sole Dispositive Power 530,894 | ||||||||||
| 8 | Shared Dispositive Power 6,728,292 | ||||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,728,292 | ||||||||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | ||||||||||
| 11 | Percent of Class Represented by Amount in Row 9 12.1% | ||||||||||
| 12 | Type of Reporting Person IN | ||||||||||
| CUSIP No. 207523101 | Schedule 13G | Page 3 of 6 | ||||||
ITEM 1. (a) Name of Issuer:
Connect Biopharma Holdings Limited (the "Issuer").
(b) Address of Issuer’s Principal Executive Offices:
12265 El Camino Real, Suite 350, San Diego CA 92130.
ITEM 2. (a) Name of Person Filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:.
BioFortune Inc.
Wubin Pan
(b) Address or Principal Business Office:
The business address of the Reporting Persons is c/o BioFortune Inc., Coastal Building, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands.
(c) Citizenship of each Reporting Person is:
BioFortune Inc. is organized under the laws of the British Virgin Islands. Wubin Pan is a citizen of Canada.
(d) Title of Class of Securities:
Ordinary Shares, par value $0.000174 per share. The Ordinary Shares are sold on the U.S. market as ADSs, each of which represents one Ordinary Share.
(e) CUSIP Number:
207523101
ITEM 3.
Not applicable.
ITEM 4. Ownership.
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares as of December 31, 2023. The percentage calculation is based upon 55,102,954 Ordinary Shares outstanding as of December 31, 2023.
| CUSIP No. 207523101 | Schedule 13G | Page 4 of 6 | ||||||
Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose to direct the disposition of: | ||||||||||||||
| BioFortune Inc. | 6,158,016 | 11.2% | 0 | 6,158,016 | 0 | 6,158,016 | ||||||||||||||
| Wubin Pan | 6,728,292 | 12.1% | 530,894 | 6,728,292 | 530,894 | 6,728,292 | ||||||||||||||
Mr. Pan is the beneficial owner of 6,728,292 Ordinary Shares, which consists of (i) 6,158,016 Ordinary Shares held of record by BioFortune Inc.; (ii) 530,894 Ordinary Shares underlying stock options held of record by Mr. Pan that are exercisable as of March 1, 2024; and (iii) 39,382 Ordinary Shares held of record by Mr. Pan’s spouse. Mr. Pan is the sole shareholder of BioFortune Inc. As a result, Mr. Pan may be deemed to share beneficial ownership over the securities held of record by BioFortune Inc.
ITEM 5. Ownership of Five Percent or Less of a Class.
Not applicable.
ITEM 6. Ownership of More than Five 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.
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. Certification.
Not applicable.
| CUSIP No. 207523101 | Schedule 13G | Page 5 of 6 | ||||||
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.
Date: February 13, 2024
BioFortune Inc.
By: /s/ Wubin Pan
Name: Wubin Pan
Title: Director
Wubin Pan
/s/ Wubin Pan
| CUSIP No. 207523101 | Schedule 13G | Page 6 of 6 | ||||||
LIST OF EXHIBITS
| Exhibit No. | Description | ||||
Joint Filing Agreement | |||||
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of February, 2024
BioFortune Inc.
By: /s/ Wubin Pan
Name: Wubin Pan
Title: Director
Wubin Pan
/s/ Wubin Pan