Freenome, Inc.
14.30%
15,367,270
2017526
Jul 19, 2026
Jul 22, 2026, 05:34 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| RA Capital Management, L.P. | Investment Adviser | 14.30% | 15,367,270 | 0 | 15,367,270 |
| Peter Kolchinsky | Holding Company | 14.30% | 15,367,270 | 0 | 15,367,270 |
| Rajeev Shah | Holding Company | 14.30% | 15,367,270 | 0 | 15,367,270 |
| RA Capital Healthcare Fund, L.P. | Partnership | 11.40% | 12,230,122 | 0 | 12,230,122 |
Disclosure Items (7)
Common Stock, par value $0.0001 per share
Freenome, Inc.
Genesis Marina, 3300 Marina Blvd, Brisbane, CA, 94005
This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital, Dr. Kolchinsky, Mr. Shah, and the Fund are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Act is attached hereto as Exhibit 99.1. The Reporting Persons' beneficial ownership of the Issuer's common stock consists of (i) 12,230,122 shares of common stock held by the Fund; (ii) 970,950 shares of common stock held by RA Capital Nexus Fund, L.P. (the "Nexus Fund"); (iii) 553,703 shares of common stock held by RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"); (iv) 1,245,068 shares of common stock held by RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"); and (v) 367,427 shares of common stock held by a separately managed account (the "Account"). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund, RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund, RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II and RA Capital Nexus Fund III GP, LLC is the general partner of the Nexus Fund III. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for each of the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III or the Account. Each of the Fund , the Nexus Fund I, the Nexus Fund II and the Nexus Fund III has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer's common stock reported herein. Because each of the Fund, the Nexus Fund, the Nexus Fund II and the Nexus Fund III has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, each of the Fund, the Nexus Fund, the Nexus Fund II and the Nexus Fund III disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.
The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account. The principal occupation of each of Dr. Kolchinsky and Mr. Shah is investment management.
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
See Item 6 of the cover pages.
Item 3 of the Statement is hereby amended and supplemented as follows: On July 20, 2026 (the "Closing Date"), the transactions contemplated by the Business Combination Agreement and the PIPE Financing closed. In connection with the Domestication, the 750,000 class A ordinary shares previously held by the Fund were reclassified as 750,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer. Additionally, in connection with the closing of the Business Combination, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account received 6,561,711, 970,950, 553,703, 908,103, and 367,427 shares of Common Stock, respectively, in exchange for their existing equity interests in Freenome, which the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account had acquired for an aggregate investment of $218,999,969. In connection with the closing of the PIPE Financing, the Fund and the Nexus Fund III purchased 4,918,411 and 336,965 shares of Common Stock, respectively, at a purchase price of $10 per share, or an aggregate investment of $52,553,760. All purchases of the securities described herein were for cash and were funded by working capital of the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account.
Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of Common Stock and percentage of the Common Stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 107,446,814 shares of Common Stock outstanding as of the Closing Date, as reported to the Reporting Persons by the Issuer.
Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of Common Stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
No person (other than the Reporting Persons) 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, the Common Stock subject to this 13D/A.
Not applicable.
Item 6 of the Statement is hereby amended and supplemented as follows: On the Closing Date, the Issuer, the Sponsor, and certain stockholders of Freenome, including the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account entered into that certain investor rights agreement (the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, among other things, the Issuer agreed that, within 30 calendar days following the Closing Date, the Issuer will file with the Commission (at the Issuer's sole cost and expense) a registration statement registering the resale of certain shares of Common Stock held by or issuable to the parties thereto (the "Resale Registration Statement"), and the Issuer will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders are entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The Investor Rights Agreement amended and restated the registration rights agreement that was entered into by the Issuer and the initial shareholders in connection with the Issuer's initial public offering. The Investor Rights Agreement will terminate on the earlier of (a) the five (5) year anniversary of the date of the Investor Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein). The PIPE Investors, including the Fund and the Nexus Fund III, also have demand registration rights pursuant to the terms of the Subscription Agreements. In connection with the Closing, the Sponsor and certain former Freenome stockholders, including the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account entered into a lock-up agreement (the "Lock-Up Agreement") with the Issuer. Pursuant to the Lock-Up Agreement, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account agreed not to transfer (except for certain permitted transfers) any shares of Common Stock held by it after the Domestication until six months after the Closing Date. The foregoing descriptions of the Subscription Agreement, Investor Rights Agreement and Lock-Up Agreement are not complete and are qualified in their entirety by the forms of such agreements filed as Exhibits 99.3, 99.5 and 99.6 hereto, each of which is incorporated herein by reference.
Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Business Combination Agreement (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.3 Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.4 Form of Transaction Support Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.5 Form of Investor Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.6 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025).