CRCM SC 13G/A GRAIL / CRCM ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

GRAIL, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

384747101

(CUSIP Number)

September 26, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Exhibit Index Found on Page 14

1	NAMES OF REPORTING PERSONS
	CRCM Opportunity Fund III, LP I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ **The reporting persons making this filing hold an aggregate of 3,496,026 shares of Common Stock, which is 11.26% of the class of securities.
	(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			397,435
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			397,435
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	397,435
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.28%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 * The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.

2

 

1	NAMES OF REPORTING PERSONS
	CRCM Opportunity Fund IV, LP I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ **The reporting persons making this filing hold an aggregate of 3,496,026 shares of Common Stock, which is 11.26% of the class of securities.
	(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			626,080
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			626,080
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	626,080
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.01%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*
The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.

3

1	NAMES OF REPORTING PERSONS
	CRCM Institutional Master Fund (BVI), Ltd. I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ **The reporting persons making this filing hold an aggregate of 3,496,026 shares of Common Stock, which is 11.26% of the class of securities.
	(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			862,371
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			862,371
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	862,371
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.78%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 * The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.

4

1	NAMES OF REPORTING PERSONS
	CRCM G SPV, LP I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ **The reporting persons making this filing hold an aggregate of 3,496,026 shares of Common Stock, which is 11.26% of the class of securities.
	(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,588,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,588,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,588,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.11%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 * The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.

5

1	NAMES OF REPORTING PERSONS
	CRCM LP I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ **The reporting persons making this filing hold an aggregate of 3,496,026 shares of Common Stock, which is 11.26% of the class of securities.
	(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,496,026
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,496,026
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,496,026
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.26%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 * The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.

6

1	NAMES OF REPORTING PERSONS
	CRCM LLC I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ **The reporting persons making this filing hold an aggregate of 3,496,026 shares of Common Stock, which is 11.26% of the class of securities.
	(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,496,026
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,496,026
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,496,026
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.26%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 * The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.

7

1	NAMES OF REPORTING PERSONS
	CRCM Opportunity GP III LLC I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ **The reporting persons making this filing hold an aggregate of 3,496,026 shares of Common Stock, which is 11.26% of the class of securities.
	(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			397,435
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			397,435
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	397,435
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.28%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 * The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.

8

1	NAMES OF REPORTING PERSONS
	CRCM Opportunity GP IV LLC I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ **The reporting persons making this filing hold an aggregate of 3,496,026 shares of Common Stock, which is 11.26% of the class of securities.
	(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			626,080
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			626,080
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	626,080
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.01%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 * The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.

9

1	NAMES OF REPORTING PERSONS
	Chun R. Ding I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ **The reporting persons making this filing hold an aggregate of 3,496,026 shares of Common Stock, which is 11.26% of the class of securities.
	(b)☑ **The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	St. Kitts & Nevis
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,496,026
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,496,026
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,496,026
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.26%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 *  The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.

10

Item 1.

(a) Name of Issuer:  GRAIL, Inc. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices: 1525 O’Brien Drive, Menlo Park, CA 94025.

Item 2.

(a) Name of Person Filing:

This statement is jointly filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

(i) CRCM Opportunity Fund III, LP, a Cayman Islands exempted limited partnership (“CRCM Opportunity III”);

(ii) CRCM Opportunity Fund IV, LP, a Cayman Islands exempted limited partnership (“CRCM Opportunity IV”);

(iii) CRCM Institutional Master Fund (BVI), Ltd., a British Virgin Islands limited company (“CRCM Master Fund”);

(iv) CRCM G SPV, LP, a Delaware limited partnership (“CRCM G SPV”);

(v) CRCM LP, a Delaware limited partnership and the investment manager (“Investment Manager”) of CRCM Opportunity III, CRCM Opportunity IV, CRCM G SPV, LP and CRCM Master Fund (collectively, the “CRCM Funds”) and separately managed account clients (the “Managed Accounts”);

(vi) 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;

(vii) CRCM Opportunity GP III LLC, a Delaware limited liability company (“Opp III GP”) and the general partner of CRCM Opportunity III;

(viii) CRCM Opportunity GP IV LLC, a Delaware limited liability company (“Opp IV GP”) and the general partner of CRCM Opportunity IV; and

(ix) 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 of Principal Business Office or, if none, Residence:

The address of the principal business of (i-iv) CRCM Funds is 475 Sansome Street, Suite 730, San Francisco, CA 94111; (v-ix) the Investment Manager, the General Partner, Opp III GP, Opp IV GP, 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 and Class of Securities:  Common Stock, $0.001 par value (“Common Stock”).

(e) CUSIP Number:  384747101

11

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 §240.13d1(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)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

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.

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. Opp III GP and Opp IV GP, as the general partner of CRCM Opportunity III and CRCM Opportunity IV, respectfully, may be deemed to be the beneficial owner of all of the shares owned by the fund for which they serve as general partner. 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, Opp III GP, Opp IV GP, and Mr. Ding hereby disclaims any beneficial ownership of any such shares.

Item 5.  Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ☐

12

Item 6.  Ownership of More than Five Percent on Behalf of Another Person:  Not appliable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: 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.  Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated: September 30, 2024

/s/ Kelvin Koo

CRCM LLC,

On its own behalf and as the General Partner of

CRCM LP, and as the Investment Manager of

CRCM G SPV, LP

CRCM Institutional Master Fund (BVI), Ltd.

CRCM Opportunity Fund III, LP

CRCM Opportunity Fund IV, LP

CRCM Opportunity GP III LLC

CRCM Opportunity GP IV LLC

By:  Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member

/s/ Kelvin Koo

By:  Kelvin Koo, Attorney-in-Fact for Chun R. Dung

13

Exhibit Index

Exhibit 1	Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
Exhibit 2	Power of Attorney appointing Kelvin Koo as true and lawful attorney-in-fact for Chun Ding (previously filed)

14

EXHIBIT 1

to

SCHEDULE 13G

JOINT ACQUISITION STATEMENT

PURSUANT TO SECTION 240.13d-1(k)

      The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: September 30, 2024

/s/ Kelvin Koo

CRCM LLC,

On its own behalf and as the General Partner of

CRCM LP, and as the Investment Manager of

CRCM G SPV, LP

CRCM Institutional Master Fund (BVI), Ltd.

CRCM Opportunity Fund III, LP

CRCM Opportunity Fund IV, LP

CRCM Opportunity GP III LLC

CRCM Opportunity GP IV LLC

By:  Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member

/s/ Kelvin Koo

By:  Kelvin Koo, Attorney-in-Fact for Chun R. Dung

15