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CUSIP
No. G01109100
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13G
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1
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NAME
OF REPORTING PERSON
TPG
GP A, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
10,716,667 (1)
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
10,716,667 (1)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,716,667 (1)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.0% (2)
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12
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TYPE
OF REPORTING PERSON*
OO
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(1)
Includes (i) 6,050,000 Class A Shares (as defined below) issuable upon conversion of 6,050,000 Class F Shares (as defined
below) and (ii) 4,666,667 Class A Shares issuable upon exercise of 4,666,667 Warrants (as defined below).
(2)
The calculation assumes that there is a total of 35,716,667 Class A Shares outstanding, which is the sum of (i) the 25,000,000
Class A Shares outstanding as of February 2, 2022, as reported on the Annual Report on Form 10-K filed by the Issuer (as
defined below) with the Securities and Exchange Commission (the “Commission”) on February 9, 2022, (ii) the
6,050,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 4,666,667 Class A Shares
issuable upon exercise of the Warrants reported herein.
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CUSIP
No. G01109100
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13G
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1
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NAME
OF REPORTING PERSON
David
Bonderman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
10,716,667 (3)
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
10,716,667 (3)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,716,667 (3)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.0% (4)
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12
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TYPE
OF REPORTING PERSON*
IN
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(3)
Includes (i) 6,050,000 Class A Shares issuable upon conversion of 6,050,000 Class F Shares and (ii) 4,666,667 Class
A Shares issuable upon exercise of 4,666,667 Warrants.
(4)
The calculation assumes that there is a total of 35,716,667 Class A Shares outstanding, which is the sum of (i) the 25,000,000
Class A Shares outstanding as of February 2, 2022, as reported on the Annual Report on Form 10-K filed by the Issuer with
the Commission on February 9, 2022, (ii) the 6,050,000 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 4,666,667 Class A Shares issuable upon exercise of the Warrants reported herein.
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CUSIP
No. G01109100
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13G
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1
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NAME
OF REPORTING PERSON
James
G. Coulter
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
10,716,667 (5)
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
10,716,667 (5)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,716,667 (5)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.0% (6)
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12
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TYPE
OF REPORTING PERSON*
IN
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(5)
Includes (i) 6,050,000 Class A Shares issuable upon conversion of 6,050,000 Class F Shares and (ii) 4,666,667 Class
A Shares issuable upon exercise of 4,666,667 Warrants.
(6)
The calculation assumes that there is a total of 35,716,667 Class A Shares outstanding, which is the sum of (i) the 25,000,000
Class A Shares outstanding as of February 2, 2022, as reported on the Annual Report on Form 10-K filed by the Issuer with
the Commission on February 9, 2022, (ii) the 6,050,000 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 4,666,667 Class A Shares issuable upon exercise of the Warrants reported herein.
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CUSIP
No. G01109100
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13G
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1
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NAME
OF REPORTING PERSON
Jon
Winkelried
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
10,716,667 (7)
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
10,716,667 (7)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,716,667 (7)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.0% (8)
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12
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TYPE
OF REPORTING PERSON*
IN
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(7)
Includes (i) 6,050,000 Class A Shares issuable upon conversion of 6,050,000 Class F Shares and (ii) 4,666,667 Class
A Shares issuable upon exercise of 4,666,667 Warrants.
(8)
The calculation assumes that there is a total of 35,716,667 Class A Shares outstanding, which is the sum of (i) the 25,000,000
Class A Shares outstanding as of February 2, 2022, as reported on the Annual Report on Form 10-K filed by the Issuer with
the Commission on February 9, 2022, (ii) the 6,050,000 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 4,666,667 Class A Shares issuable upon exercise of the Warrants reported herein.
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Item
1(a).
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Name
of Issuer:
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AfterNext
HealthTech Acquisition Corp. (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
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Item
2(a).
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Name
of Person Filing:
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This
Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company (“TPG GP A”), David
Bonderman, James G. Coulter and Jon Winkelried (each, a “Reporting Person” and, together, the “Reporting
Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1)
under the Act.
TPG
GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general
partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which holds 100% of the shares of Class B common stock
(which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the
controlling shareholder of TPG GPCo, Inc., a Delaware corporation, which is the sole shareholder of TPG Holdings III-A, Inc.,
a Cayman corporation, which is the general partner of TPG Holdings III-A, L.P., a Cayman limited partnership, which is the general
partner of TPG Operating Group III, L.P., a Delaware limited partnership, which is the sole member of TPG HealthTech Governance,
LLC, a Delaware limited liability company, which is the managing member of AfterNext HealthTech Sponsor, Series LLC, a Delaware
limited liability company (“AfterNext HealthTech Sponsor”), which directly holds (i) 6,050,000 Class F
Shares, par value $0.0001 (“Class F Shares”), of the Issuer and (ii) 4,666,667 warrants (the “Warrants”).
Pursuant
to the Issuer’s Memorandum and Articles of Association, as amended, the Class F Shares will automatically convert into Class
A Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment. Each Warrant
is initially exercisable for one Class A Share, at an initial exercise price (the “Exercise Price”) of $11.50.
The number of Class A Shares issuable upon exercise of the Warrants and the Exercise Price are subject to certain adjustments
as set forth in the Warrant Agreement dated as of August 12, 2021 between the Issuer and Continental Stock Transfer &
Trust Company, as warrant agent.
Because
of the relationship of TPG GP A to AfterNext HealthTech Sponsor, TPG GP A may be deemed to be the beneficial owner of securities
held by AfterNext HealthTech Sponsor. TPG GP A is owned by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because
of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried
may be deemed to be the beneficial owners of the securities held by AfterNext HealthTech Sponsor. Messrs. Bonderman, Coulter and
Winkelried disclaim beneficial ownership of such securities held by AfterNext HealthTech Sponsor except to the extent of their
pecuniary interest therein.
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Item
2(b).
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Address
of Principal Business Office or, if none, Residence:
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The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Inc.
301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
See
response to Item 4 of each of the cover pages.
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Item
2(d).
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Titles
of Classes of Securities:
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Class
A Ordinary Shares, par value $0.0001 (“Class A Shares”)
G01109100
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check
Whether the Person Filing is a(n):
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(a)
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☐ Broker or dealer registered under Section 15
of the Exchange Act (15 U.S.C. 78o).
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(b)
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☐ Bank as defined in Section 3(a)(6) of the
Exchange Act (15 U.S.C. 78c).
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(c)
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☐ Insurance company as defined in Section 3(a)(19)
of the Exchange Act (15 U.S.C. 78c).
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(d)
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☐ Investment company registered under Section
8 of the Investment Company
Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐ Employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐ Parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐ Savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
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(i)
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☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
(15 U.S.C. 80a-3).
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(j)
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☐ Non-U.S. institution in accordance with §240.
13d-1(b)(1)(ii)(J).
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(k)
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☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).
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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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(a)
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Amount
Beneficially Owned:
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See
responses to Item 9 on each cover page.
See
responses to Item 11 on each cover page.
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See responses to Item 5 on each cover page.
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(ii)
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Shared power to vote or to direct the vote:
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See responses to Item 6 on each cover page.
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(iii)
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Sole power to dispose or to direct the disposition
of:
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See responses to Item 7 on each cover page.
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(iv)
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Shared power to dispose or to direct the disposition
of:
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See responses to Item 8 on each cover page.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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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 ☐.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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See
response to Item 2(a) above.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
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.
Dated:
February 11, 2022
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TPG GP A, LLC
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By:
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/s/ Bradford Berenson
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Name: Bradford Berenson
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Title: General Counsel
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David Bonderman
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By:
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/s/ Gerald Neugebauer
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Name: Gerald Neugebauer, on behalf of David Bonderman (9)
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James G. Coulter
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By:
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/s/ Gerald Neugebauer
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Name: Gerald Neugebauer, on behalf of James G. Coulter (10)
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Jon Winkelried
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By:
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/s/ Gerald Neugebauer
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Name: Gerald Neugebauer, on behalf of Jon Winkelried (11)
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(9)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020
(SEC File No. 001-38156).
(10)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC
File No. 001-38156).
(11)
Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on October 22, 2020
(SEC File No. 001-39651).
Exhibit
Index
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Exhibit 1
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Agreement of Joint Filing as required by Rule
13d-1(k)(1) under the Act.*
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*
Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG
Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter,
Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Commission as Exhibit 1 to
Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022
with respect to the shares of common stock of Allogene Therapeutics, Inc.