SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
|
||
SCHEDULE 13D
(Rule 13d-101)
|
||
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ) 1
|
||
Eargo, Inc.
|
||
(Name of Issuer)
|
||
Common Stock, $0.0001 par value per share
|
||
(Title of Class of Securities)
|
||
270087109
|
||
(CUSIP Number)
|
||
Ben Yip
|
Peng Yu, Esq.
|
|
Nan Fung Trinity (HK) Limited
|
Ropes & Gray LLP
|
|
Room 1701-1707 Nan Fung Tower
88 Connaught Road C & 173 Des Voeux Road
Central, Hong Kong
Tel. +852 3106 7898
|
44th Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
Tel: +852 3664 6488
|
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
||
October 20, 2020
|
||
(Date of Event Which Requires Filing of This Statement)
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
(VOLUNTARY)
Nan Fung Group Holdings Limited
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
2,886,724*
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
2,886,724*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,886,724*
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
7.7%**
|
||
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
(VOLUNTARY)
NF Investment Holdings Limited
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF SHARES
BENEFICIALLY OWNED
BYEACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
2,886,724*
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
2,886,724*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,886,724*
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
7.7%**
|
||
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
(VOLUNTARY)
Permwell Management Limited
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
WC
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
222,222
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
222,222
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
222,222
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.6%*
|
||
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
(VOLUNTARY)
Grand Epoch Holdings Limited
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
2,664,502*
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
2,664,502*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,664,502*
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
7.1%**
|
||
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
(VOLUNTARY)
Eternal Sky Holdings Limited
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
2,664,502*
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
2,664,502*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,664,502*
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
7.1%**
|
||
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
(VOLUNTARY)
Pivotal Alpha Limited
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
WC
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
2,664,502
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
2,664,502
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,664,502
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
7.1%*
|
||
14.
|
TYPE OF REPORTING PERSON
|
CO
|
NAN FUNG GROUP HOLDINGS LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Cheung Vincent Sai Sing
|
||
Name:
|
Tang Chun Wai Nelson & Cheung Vincent Sai Sing
|
||
Title:
|
Directors
|
||
NF INVESTMENT HOLDINGS LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||
PERMWELL MANAGEMENT LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||
GRAND EPOCH HOLDINGS LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||
ETERNAL SKY HOLDINGS LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||
PIVOTAL ALPHA LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||
NAN FUNG GROUP HOLDINGS LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Cheung Vincent Sai Sing
|
||
Name:
|
Tang Chun Wai Nelson & Cheung Vincent Sai Sing
|
||
Title:
|
Directors
|
||
NF INVESTMENT HOLDINGS LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||
PERMWELL MANAGEMENT LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||
GRAND EPOCH HOLDINGS LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||
ETERNAL SKY HOLDINGS LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||
PIVOTAL ALPHA LIMITED
|
|||
By:
|
/s/ Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Name:
|
Tang Chun Wai Nelson & Yuen Yui Wing
|
||
Title:
|
Directors
|
||