| Item 1. | |
| (a) | Name of issuer:
ALT5 Sigma Corp |
| (b) | Address of issuer's principal executive offices:
325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada, 89119 |
| Item 2. | |
| (a) | Name of person filing:
(i) CRCM LP, a Delaware limited partnership and the investment manager ("Investment Manager") of CRCM B SPV, LP, CRCM Master Fund, and CRCM Fintech Fund, LP (collectively, the "CRCM Funds") and separately managed account clients (the "Managed Accounts");
(ii) CRCM LLC, a Delaware limited liability company and the general partner (the "General Partner") of the Investment Manager, with respect to the shares held by the CRCM Funds and the Managed Accounts;
(iii) CRCM Institutional Master Fund (BVI), Ltd., a British Virgin Islands limited company ("CRCM Master Fund");
(iv) CRCM B SPV, LP, a Delaware limited partnership;
(v) CRCM Fintech Fund, LP, a Delaware limited partnership; and
(vi) Chun R. Ding ("Ding"), is a citizen of St. Kits and Nevis and the managing partner of the Investment Manager, the manager of the General Partner, with respect to the shares held by the CRCM Funds and the Managed Accounts. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business of (iii-v) CRCM Funds is 475 Sansome Street, Suite 730, San Francisco, CA 94111; (i, ii, and v) the Investment Manager, the General Partner, and Mr. Ding (c/o CRCM) is 475 Sansome Street, Suite 730, San Francisco, CA 94111. |
| (c) | Citizenship:
The citizenship of each Reporting Person is set forth above. |
| (d) | Title of class of securities:
Common Stock, $0.001 par value |
| (e) | CUSIP No.:
47089W104 |
| 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:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. |
| (b) | Percent of class:
The shares of Common Stock reported hereby for the CRCM Funds are owned directly by the applicable fund. The Investment Manager, as investment manager of the CRCM Funds and the Managed Accounts, may be deemed to be the beneficial owner of all such shares owned by the CRCM Funds and the Managed Accounts. The General Partner, as general partner of the Investment Manager, may be deemed to be the beneficial owner of all of such shares owned by the CRCM Funds and the Managed Accounts. Mr. Ding, as managing partner of the Investment Manager, and manager of the General Partner with the power to exercise investment discretion, may be deemed to be the beneficial owner of all such shares owned by the CRCM Funds and the Managed Accounts. Each of the Investment Manager, the General Partner and Mr. Ding hereby disclaims any beneficial ownership of any such shares. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
|
| | (ii) Shared power to vote or to direct the vote:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
|
| | (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
|
| | (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
|
| 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
|
Rule 13d-1(c)