SEC Filing | Ceribell

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

ABG WTT-Ceribell Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

ABG V-Ceribell Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: ABG V-Ceribell Limited is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

Ally Bridge Group Global Life Science Capital Partners V, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Ally Bridge Group Global Life Science Capital Partners V, L.P. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

ABG Global Life Science Capital Partners V GP, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: ABG Global Life Science Capital Partners V GP, L.P. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

ABG Global Life Science Capital Partners V GP Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: ABG Global Life Science Capital Partners V GP Limited is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

ABG-WTT Global Life Science Capital Partners GP, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: ABG-WTT Global Life Science Capital Partners GP, L.P. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

ABG-WTT Global Life Science Capital Partners GP Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: ABG-WTT Global Life Science Capital Partners GP Limited is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

ABG Management Ltd.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: ABG Management Ltd. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

Ally Bridge Group (PE) LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Ally Bridge Group (PE) LLC is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

CUSIP No.

15678C102

Names of Reporting Persons

Fan Yu

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,441,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,441,267.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,441,267.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Fan Yu is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Ceribell, Inc.

(b)

Address of issuer's principal executive offices:

360 N. Pastoria Avenue, Sunnyvale, California 94085

Item 2.

(a)

Name of person filing:

This Schedule 13G is jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 1 ABG WTT-Ceribell Limited ABG V-Ceribell Limited Ally Bridge Group Global Life Science Capital Partners V, L.P. ABG Global Life Science Capital Partners V GP, L.P. ABG Global Life Science Capital Partners V GP Limited Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. ABG-WTT Global Life Science Capital Partners GP, L.P. ABG-WTT Global Life Science Capital Partners GP Limited ABG Management Ltd. Ally Bridge Group (PE) LLC Fan Yu

(b)

Address or principal business office or, if none, residence:

ABG WTT-Ceribell Limited c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG V-Ceribell Limited c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 Ally Bridge Group Global Life Science Capital Partners V, L.P c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG Global Life Science Capital Partners V GP, L.P. c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG Global Life Science Capital Partners V GP Limited c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG-WTT Global Life Science Capital Partners GP, L.P. c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG-WTT Global Life Science Capital Partners GP Limited c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG Management Ltd. c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 Ally Bridge Group (PE) LLC 430 Park Avenue New York, New York 10022 United States of America Fan Yu c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104

(c)

Citizenship:

ABG WTT-Ceribell Limited - Cayman Islands ABG V-Ceribell Limited - Cayman Islands Ally Bridge Group Global Life Science Capital Partners V, L.P. - Cayman Islands ABG Global Life Science Capital Partners V GP, L.P. - Cayman Islands ABG Global Life Science Capital Partners V GP Limited - Cayman Islands Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. - Cayman Islands ABG-WTT Global Life Science Capital Partners GP, L.P. - Cayman Islands ABG-WTT Global Life Science Capital Partners GP Limited - Cayman Islands ABG Management Ltd.- Cayman Islands Ally Bridge Group (PE) LLC - Delaware Fan Yu - Malta

(d)

Title of class of securities:

Common Stock, $0.001 par value per share

(e)

CUSIP No.:

15678C102

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:

ABG WTT-Ceribell Limited: 2,441,267 ABG V-Ceribell Limited: 2,441,267 Ally Bridge Group Global Life Science Capital Partners V, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP Limited: 2,441,267 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.: 2,441,267 ABG-WTT Global Life Science Capital Partners GP, L.P.: 2,441,267 ABG-WTT Global Life Science Capital Partners GP Limited: 2,441,267 ABG Management Ltd.: 2,441,267 Ally Bridge Group (PE) LLC: 2,441,267 Fan Yu: 2,441,267

(b)

Percent of class:

ABG WTT-Ceribell Limited: 6.8% ABG V-Ceribell Limited: 6.8% Ally Bridge Group Global Life Science Capital Partners V, L.P. : 6.8% ABG Global Life Science Capital Partners V GP, L.P. : 6.8% ABG Global Life Science Capital Partners V GP Limited: 6.8% Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. : 6.8% ABG-WTT Global Life Science Capital Partners GP, L.P.: 6.8% ABG-WTT Global Life Science Capital Partners GP Limited: 6.8% ABG Management Ltd.: 6.8% Ally Bridge Group (PE) LLC: 6.8% Fan Yu: 6.8% %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

ABG WTT-Ceribell Limited: 0 ABG V-Ceribell Limited: 0 Ally Bridge Group Global Life Science Capital Partners V, L.P. : 0 ABG Global Life Science Capital Partners V GP, L.P. : 0 ABG Global Life Science Capital Partners V GP Limited: 0 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. : 0 ABG-WTT Global Life Science Capital Partners GP, L.P.: 0 ABG-WTT Global Life Science Capital Partners GP Limited: 0 ABG Management Ltd.: 0 Ally Bridge Group (PE) LLC: 0 Fan Yu: 0

(ii) Shared power to vote or to direct the vote:

ABG WTT-Ceribell Limited: 2,441,267 ABG V-Ceribell Limited: 2,441,267 Ally Bridge Group Global Life Science Capital Partners V, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP Limited: 2,441,267 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. : 2,441,267 ABG-WTT Global Life Science Capital Partners GP, L.P.: 2,441,267 ABG-WTT Global Life Science Capital Partners GP Limited: 2,441,267 ABG Management Ltd.: 2,441,267 Ally Bridge Group (PE) LLC: 2,441,267 Fan Yu: 2,441,267

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

ABG WTT-Ceribell Limited: 2,441,267 ABG V-Ceribell Limited: 2,441,267 Ally Bridge Group Global Life Science Capital Partners V, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP Limited: 2,441,267 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. : 2,441,267 ABG-WTT Global Life Science Capital Partners GP, L.P.: 2,441,267 ABG-WTT Global Life Science Capital Partners GP Limited: 2,441,267 ABG Management Ltd.: 2,441,267 Ally Bridge Group (PE) LLC: 2,441,267 Fan Yu: 2,441,267

Item 5.

Ownership of 5 Percent or Less of a Class.

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

Item 10.

Certifications:

Not Applicable

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.

ABG WTT-Ceribell Limited

Signature:	/s/ Kevin Reilly
Name/Title:	Kevin Reilly, Director
Date:	05/02/2025

ABG V-Ceribell Limited

Signature:	/s/ Kevin Reilly
Name/Title:	Kevin Reilly, Director
Date:	05/02/2025

Ally Bridge Group Global Life Science Capital Partners V, L.P.

Signature:	By: ABG Global Life Science Capital Partners V GP, L.P., its general partner, By: ABG Global Life Science Capital Partners V GP Limited, its general p
Name/Title:	Fan Yu, Director
Date:	05/02/2025

ABG Global Life Science Capital Partners V GP, L.P.

Signature:	By: ABG Global Life Science Capital Partners V GP Limited, its general partner, By: /s/ Fan Yu
Name/Title:	Fan Yu, Director
Date:	05/02/2025

ABG Global Life Science Capital Partners V GP Limited

Signature:	/s/ Fan Yu
Name/Title:	Fan Yu, Director
Date:	05/02/2025

Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.

Signature:	By: ABG-WTT Global Life Science Capital Partners GP, L.P., its general partner, By: ABG-WTT Global Life Science Capital Partners GP Limited, its gener
Name/Title:	Fan Yu, Director
Date:	05/02/2025

ABG-WTT Global Life Science Capital Partners GP, L.P.

Signature:	By: ABG-WTT Global Life Science Capital Partners GP Limited, its general partner, By: /s/ Fan Yu
Name/Title:	Fan Yu, Director
Date:	05/02/2025

ABG-WTT Global Life Science Capital Partners GP Limited

Signature:	/s/ Fan Yu
Name/Title:	Fan Yu, Director
Date:	05/02/2025

ABG Management Ltd.

Signature:	/s/ Fan Yu
Name/Title:	Fan Yu, Director
Date:	05/02/2025

Ally Bridge Group (PE) LLC

Signature:	By: ABG Management Ltd., its managing member, By: /s/ Fan Yu
Name/Title:	Fan Yu, Director
Date:	05/02/2025

Fan Yu

Signature:	/s/ Fan Yu
Name/Title:	Fan Yu
Date:	05/02/2025

Exhibit Information

[Exhibit A - Joint Filing Agreement]

The undersigned agree that this Schedule 13G dated May 2, 2025 relating to the Common Stock, $0.001 par value per share, of Ceribell, Inc. shall be filed on behalf of the undersigned.