FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Xu Shanshan

(Last) (First) (Middle)
C/O BAMBUSA THERAPEUTICS, INC.
22 BOSTON WHARF ROAD, FLOOR 7

(Street)
BOSTON MA 02210

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2026
3. Issuer Name and Ticker or Trading Symbol
Bambusa Therapeutics, Inc. [ BBTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
See remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 823,919
I
See footnote (1)
Common Stock 7,415,280
I
See footnote (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (3) 12/18/2029 Common Stock 245,181 0.37 D  
Stock Option (right to buy)   (4) 08/15/2035 Common Stock 167,124 1.84 D  
Series Seed Plus Preferred Stock   (5)   (5) Common Stock 4,155 (5) I See footnote (1)
Series Seed Preferred Stock   (5)   (5) Common Stock 10,450 (5) I See footnote (1)
Series A-1 Preferred Stock   (5)   (5) Common Stock 1,753 (5) I See footnote (1)
Series Seed Plus Preferred Stock   (5)   (5) Common Stock 37,399 (5) I See footnote (2)
Series Seed Preferred Stock   (5)   (5) Common Stock 94,050 (5) I See footnote (2)
Series A-1 Preferred Stock   (5)   (5) Common Stock 15,789 (5) I See footnote (2)
Explanation of Responses:
1. Shares held by The Shanshan Xu 2025 Irrevocable Family Trust ("Xu Trust"). The Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the Xu Trust.
2. Shares held by MiNeng, Inc. ("MiNeng"). The Reporting Person is the President and sole stockholder of MiNeng and therefore has sole voting and dispositive power with regard to the shares held by MiNeng.
3. Subject to the Reporting Person continuing to be an Employee (as defined in the Issuer's 2024 Stock Plan) through each applicable date, one forty-eighth (1/48th) of the shares subject to the option shall vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean May 1, 2024.
4. Subject to the Reporting Person continuing to be an Employee (as defined in the Issuer's 2024 Stock Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean June 19, 2025.
5. All shares of the preferred stock, par value $0.00001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock.
Remarks:
Co-Founder, Chief Executive Officer, President, and Chairperson; Exhibit 24 - Power of Attorney
/s/ Jonathan I. Lieber, as attorney-in-fact 10/29/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ex24-10292026_081006.htm

ex24-10292026_081011.htm