| Item 1. | |
| (a) | Name of issuer:
CARLSMED, INC. |
| (b) | Address of issuer's principal executive offices:
1800 Aston Ave, Suite 100, Carlsbad, CA 92008 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed by (i) B Capital Global Growth III, L.P. ("Growth III"), (ii) B Capital Healthcare I, L.P. ("Healthcare I"), (iii) B Capital Group Management, L.P. ("B Capital"), (iv) Hornet Co-Invest, L.P. ("Hornet Co-Invest") and (v) Hornet Co-Invest Investors, Ltd. ("Hornet UGP"). The foregoing are sometimes collectively referred to as the "Reporting Persons." |
| (b) | Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 1240 Rosecrans Ave., 5th Floor, Manhattan Beach, CA 90266. |
| (c) | Citizenship:
Each of the Reporting Persons is organized under the laws of the Cayman Islands. |
| (d) | Title of class of securities:
Common Stock, $0.00001 par value per share |
| (e) | CUSIP No.:
14280C105 |
| 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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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Growth III directly owns 5,013,839 shares of Common Stock, representing approximately 18.9% of the outstanding Common Stock of the Issuer; Healthcare I directly owns 2,376,472 shares of Common Stock, representing approximately 8.9% of the outstanding Common Stock of the Issuer; and Hornet Co-Invest directly owns 931,452 shares of Common Stock, representing approximately 3.5% of the outstanding Common Stock of the Issuer. B Capital, as the manager of Growth III and Healthcare I, may be deemed to beneficially own the 7,390,311 shares of Common Stock held directly by such funds, representing approximately 27.8% of the outstanding Common Stock of the Issuer. Hornet UGP, as the ultimate general partner of Hornet Co-Invest, may be deemed to beneficially own the 931,452 shares of Common Stock held directly by Hornet Co-Invest, representing approximately 3.5% of the outstanding Common Stock of the Issuer. |
| (b) | Percent of class:
See Item 4(a). The percent of class is based upon 26,581,134 shares of Common Stock outstanding as of August 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on August 28, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Growth III: 5,013,839 shares of Common Stock
Healthcare I: 2,376,472 shares of Common Stock
B Capital: 7,390,311 shares of Common Stock
Hornet Co-Invest: 931,452 shares of Common Stock
Hornet UGP: 931,452 shares of Common Stock
|
| | (ii) Shared power to vote or to direct the vote:
Not applicable.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Growth III: 5,013,839 shares of Common Stock
Healthcare I: 2,376,472 shares of Common Stock
B Capital: 7,390,311 shares of Common Stock
Hornet Co-Invest: 931,452 shares of Common Stock
Hornet UGP: 931,452 shares of Common Stock
|
| | (iv) Shared power to dispose or to direct the disposition of:
Not applicable.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| 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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Not Applicable
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| 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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Rule 13d-1(d)