| Item 1. | |
| (a) | Name of issuer:
Forte Biosciences, Inc. |
| (b) | Address of issuer's principal executive offices:
3060 PEGASUS PARK DRIVE, BUILDING 6, DALLAS, Texas, 75247 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
i) Tybourne Capital Management (HK) Limited ("Tybourne HK");
ii) Tybourne Strategic Opportunities GP II Limited (the "GP")
iii) Tybourne Capital Management Limited ("Tybourne Cayman");
iv) Tybourne Kesari Limited ("Tybourne Kesari"); and
v) Viswanathan Krishnan ("Mr. Krishnan")
This statement relates to securities held for the accounts of private investment funds (the "Private Funds") for which Tybourne HK serves as investment advisor and for which the GP serves as general partner. Tybourne Cayman is the parent of Tybourne HK, and Tybourne Kesari is the parent of Tybourne Cayman and the GP. Mr. Krishnan is the principal and sole shareholder of Tybourne Kesari. In such capacities, Tybourne HK, the GP, Tybourne Cayman, Tybourne Kesari and Mr. Krishnan may be deemed to have voting and dispositive power over securities held for the Private Funds. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Tybourne HK and Mr. Krishnan is Suites 818-822, B/F, Bank of America Tower, 12 Harcourt Road, Hong Kong. The address of the registered office of each of Tybourne Cayman, the GP and Tybourne Kesari is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY 1-1104, Cayman Islands. |
| (c) | Citizenship:
i) Tybourne HK is a company incorporated in Hong Kong with limited liability,
ii) the GP is a company incorporated in the Cayman Islands with limited liability,
iii) Tybourne Cayman is a company incorporated in the Cayman Islands with limited liability,
iv) Tybourne Kesari is organized in the Cayman Islands, and
v) Mr. Krishnan is a citizen of the United Kingdom. |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
34962G208 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) |  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | Investment adviser registered with the Hong Kong Securities and Futures Commission |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
1,268,086 shares |
| (b) | Percent of class:
9.99 %
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
1,268,086 shares
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| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
1,268,086 shares
** The shares reported herein as beneficially owned by the Reporting Persons include an aggregate of 786,647 shares of Common Stock and 481,439 shares of Common Stock issuable upon the exercise of pre-funded warrants (the "Warrants"). The Warrants may be exercised for shares of Common Stock, so long as such exercise will not cause such holder, together with its affiliates, to beneficially own in excess of 9.99% of the number of shares of Common Stock then outstanding. The Private funds owns Warrants that would be exercisable for up to an aggregate of 739,147 shares of Common Stock, subject to the limitation on exercise. If not for such limitation on exercise, the Reporting Persons would beneficially own in excess of 9.99% of the Issuer's Common Stock.
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's prospectus supplement, as filed with the Securities and Exchange Commission on June 25, 2025, that there would be 12,212,117 shares of Common Stock outstanding following the completion of the Issuer's public offering, which was scheduled to close on June 26, 2025.
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Tybourne Strategic Opportunities Fund II LP has the right to receive dividends from, or the proceeds from the sale of, more than 5% of the Shares outstanding. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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