Statement of Ownership (sc 13g)
08 Februar 2022 - 10:13PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ambrx Biopharma
Inc.
(Name of Issuer)
Ordinary Shares,
par value $0.0001 per share
(Title of Class of Securities)
02290A102**
(CUSIP Number)
December 31,
2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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.
**There is no CUSIP number assigned to the Ordinary Shares. The CUSIP
number 02290A102 has been assigned to the American Depositary Shares ("ADSs") of the Company, which are quoted on the New York
Stock Exchange under the symbol "AMAM." Each ADS represents 7 Ordinary Shares.
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).
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1.
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Names of Reporting Persons
WuXi AppTec (Hong Kong) Holding Limited
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
(1)
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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
Hong Kong, China
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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
7,996,920 shares (2)
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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
7,996,920 shares (2)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
7,996,920 shares (2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
3.3% (3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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This Schedule 13G is filed by WuXi AppTec (Hong Kong) Holding Limited
(“AppTec HK”), WuXi PharmaTech Healthcare Fund I L.P. (“PharmaTech”)
and WuXi AppTec Co., Ltd. (“AppTec Co” and, with AppTec HK
and PharmaTech, collectively, the “Reporting Persons”). The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule
13G.
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(2)
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Shares are directly held by AppTec HK. AppTec HK is an indirect, wholly
owned subsidiary of AppTec Co, which is the ultimate beneficial owner of AppTec HK and shares
voting and investment authority over these shares.
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(3)
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This calculation is based on 244,686,437 Ordinary Shares outstanding
as of June 30, 2021, as reported in Exhibit 99.1 attached to the Company’s
Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission
on October 28, 2021.
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1.
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Names of Reporting Persons
WuXi PharmaTech Healthcare Fund I L.P.
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
(1)
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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
Cayman Islands
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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
21,270,767 shares (2)
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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
21,270,767 shares (2)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
21,270,767 shares (2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
8.7% (3)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons
expressly disclaim status as a “group” for purposes of this Schedule 13G.
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(2)
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Shares are directly held by PharmaTech. PharmaTech is an indirect, wholly
owned subsidiary of AppTec Co, which is the ultimate beneficial owner of PharmaTech and shares
voting and investment authority over these shares.
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(3)
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This calculation is based on 244,686,437 Ordinary Shares outstanding
as of June 30, 2021, as reported in Exhibit 99.1 attached to the Company’s
Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission
on October 28, 2021.
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1.
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Names of Reporting Persons
WuXi AppTec Co., Ltd.
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
(1)
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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
Mainland China
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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
29,267,687 shares (2)
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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
29,267,687 shares (2)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
29,267,687 shares (2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
12.0% (3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons
expressly disclaim status as a “group” for purposes of this Schedule 13G.
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(2)
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Includes (i) 7,996,920 shares held directly held by AppTec HK and
(ii) 21,270,767 shares held directly by PharmaTech. AppTec Co is the indirect parent
company, and ultimate beneficial owner, of each of AppTec HK and PharmaTech and shares voting
and investment authority over these shares.
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(3)
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This calculation is based on 244,686,437 Ordinary Shares outstanding
as of June 30, 2021, as reported in Exhibit 99.1 attached to the Company’s
Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission
on October 28, 2021.
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Item 1.
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(a)
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Name of Issuer
Ambrx
Biopharma Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
10975 Torrey Pines Road, La Jolla, California 92037
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Item 2.
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(a)
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Name of Person Filing
WuXi
AppTec (Hong Kong) Holding Limited (“AppTec HK”)
WuXi
PharmaTech Healthcare Fund I L.P. (“PharmaTech”)
WuXi
AppTec Co., Ltd. (“AppTec Co”)
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(b)
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Address of Principal Business Office or, if none, Residence
288 Fute Zhong Road
Pudong New Area
Shanghai 200131, China
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(c)
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Citizenship
AppTec HK - Hong
Kong, China
PharmaTech - Cayman
Islands
AppTec Co - Mainland
China
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(d)
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Title of Class of Securities
Ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”)
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(e)
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CUSIP Number
02290A102 (This CUSIP number applies to the ADS. No CUSIP has
been assigned to the ordinary shares)
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Item 3.
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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:
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Not applicable
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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Reporting Persons
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Shares
Held
Directly
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage
of
Class (3)
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AppTec HK (1)
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7,996,920
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0
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7,996,920
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0
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7,996,920
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7,996,920
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3.3
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%
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PharmaTech (2)
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21,270,767
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0
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21,270,767
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0
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21,270,767
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21,270,767
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8.7
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%
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AppTec Co (1) (2)
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0
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0
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29,267,687
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0
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29,267,687
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29,267,687
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12.0
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%
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(1)
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Includes 7,996,920
shares held directly held by AppTec HK. AppTec Co is the indirect parent company, and ultimate
beneficial owner, of AppTec HK and shares voting and investment authority over these shares.
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(2)
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Includes 21,270,767
shares held directly held by ParmaTech. AppTec Co is the indirect parent company, and ultimate
beneficial owner, of PharmaTech and shares voting and investment authority over these shares.
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(3)
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This calculation is
based on 244,686,437 Ordinary Shares outstanding as of June 30, 2021, as reported in
Exhibit 99.1 attached to the Company’s Report of Foreign Issuer on Form 6-K
filed with the Securities and Exchange Commission on October 28, 2021.
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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 or Control Person
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Not
applicable
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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
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Item
10.
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Certification
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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 8,
2022
WuXi AppTec (Hong Kong) Holding Limited
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By:
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/s/ Edward Hu
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Name: Edward Hu
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Title: Director
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WuXi PharmaTech Healthcare Fund I L.P.
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By:
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/s/ Edward Hu
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Name: Edward Hu
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Title: Director
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WuXi AppTec Co., Ltd.
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By:
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/s/ Edward Hu
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Name: Edward Hu
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Title: Director
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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Exhibit(s):
A - Joint Filing Statement
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached
Schedule 13G (or any amendments thereto) relating to the Ordinary Shares of Ambrx Biopharma Inc. is filed on behalf of each of us.
Dated: February 8,
2022
WuXi AppTec (Hong Kong) Holding Limited
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By:
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/s/ Edward Hu
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Name: Edward Hu
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Title: Director
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WuXi PharmaTech Healthcare Fund I L.P.
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By:
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/s/ Edward Hu
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Name: Edward Hu
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Title: Director
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WuXi AppTec Co., Ltd.
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By:
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/s/ Edward Hu
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Name: Edward Hu
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Title: Director
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