SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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 9, 2022

(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)
þ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*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).

**There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 02290A102 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “AMAM.” Each ADS represents 7 Ordinary Shares.

 

CUSIP No. 02290A10213GPage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Darwin Global Management, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

50,641,423 Ordinary Shares (represented by 7,234,489 ADSs)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

50,641,423 Ordinary Shares (represented by 7,234,489 ADSs)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50,641,423 Ordinary Shares (represented by 7,234,489 ADSs)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

18.7%

12

TYPE OF REPORTING PERSON

IA, OO

         

 

 

 

 

CUSIP No. 02290A10213GPage 3 of 9 Pages

 

1

NAME OF REPORTING PERSON

Dr. Abhishek Trehan

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

50,641,423 Ordinary Shares (represented by 7,234,489 ADSs)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

50,641,423 Ordinary Shares (represented by 7,234,489 ADSs)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50,641,423 Ordinary Shares (represented by 7,234,489 ADSs)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

18.7%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 02290A10213GPage 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

Darwin Global Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

46,928,749 Ordinary Shares (represented by 6,704,107 ADSs)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

46,928,749 Ordinary Shares (represented by 6,704,107 ADSs)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

46,928,749 Ordinary Shares (represented by 6,704,107 ADSs)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.4%

12

TYPE OF REPORTING PERSON

OO

         

  

 

 

CUSIP No. 02290A10213GPage 5 of 9 Pages

 

Item 1(a). NAME OF ISSUER
   
  Ambrx Biopharma Inc. (the “Issuer”)

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  10975 North Torrey Pines Road, La Jolla, CA 92037

 

Item 2(a). NAME OF PERSON FILING
   
 

This statement is filed by:

 

(i) Darwin Global Management, Ltd., a limited company incorporated under the laws of Jersey (“Darwin Global”). The Ordinary Shares (as defined in Item 2(d) below) represented by ADSs to which this filing relates are held directly by (a) Master Fund (as defined below), to which Darwin Global serves as investment manager and (b) a sub-account (the “Managed Account”) to which Darwin Global serves as sub-advisor;

 

(ii) Dr. Abhishek Trehan (“Dr. Trehan”), the Chief Investment Officer and the controlling person of Darwin Global, with respect to the Ordinary Shares represented by ADSs held by each of Master Fund and the Managed Account; and

 

(iii) Darwin Global Master Fund Ltd. (“Master Fund”), a Cayman Islands exempted company, with respect to the Ordinary Shares represented by ADSs held by it.

 

The foregoing persons are hereinafter sometimes each referred to a “Reporting Person” and collectively referred to as the “Reporting Persons.”

 

The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is Whiteley Chambers, Don Street, St. Helier, Jersey JE2 4TR.

 

Item 2(c). CITIZENSHIP
   
  Darwin Global is a Jersey limited company. Dr. Trehan is a British citizen. Master Fund is a Cayman Islands exempted company.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”)

 

Item 2(e). CUSIP NUMBER
   
 

There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 02290A102 has been assigned to the ADSs of the Issuer, which are quoted on the New York Stock Exchange under the symbol “AMAM.” Each ADS represents 7 Ordinary Shares.

 

 

CUSIP No. 02290A10213GPage 6 of 9 Pages

 


Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b)

OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________________________________________

 

Item 4. OWNERSHIP
   
 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page and is incorporated herein by reference.

 

The percentage set forth in Row 11 of this Schedule 13G is calculated based upon 270,328,483 Ordinary Shares outstanding as of June 30 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 29, 2022.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  See Item 2.

 

 

CUSIP No. 02290A10213GPage 7 of 9 Pages

 


Item 7.		 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  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

 

  Each Reporting Person hereby makes the following certification:
   
  By signing below, each Reporting Person certifies that, to the best of his or its 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.
   

 

 

CUSIP No. 02290A10213GPage 8 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: December 19, 2022

 

DARWIN GLOBAL MANAGEMENT, LTD.  
   
/s/ John Legge  
Name: John Legge  
Title: Director and Chief Financial Officer  
   
 /s/ Dr. Abhishek Trehan  
DR. ABHISHEK TREHAN  

 

DARWIN GLOBAL Master fund LTD

  
   
By: DARWIN GLOBAL MANAGEMENT, LTD, ITS INVESTMENT MANAGER  
   
/s/ John Legge  
Name: John Legge  
Title: Director and Chief Financial Officer  
   
 
   

 

 

 

CUSIP No. 02290A10213GPage 9 of 9 Pages

 

EXHIBIT 1

 

JOINT FILING AGREEMENT
PURSUANT TO RULE 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 filing agreements. 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 or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: December 19, 2022

 

DARWIN GLOBAL MANAGEMENT LTD  
   
/s/ John Legge  
Name: John Legge  
Title: Director and Chief Financial Officer  
   
/s/ Dr. Abhishek Trehan  
DR. ABHISHEK TREHAN  

 

DARWIN GLOBAL Master fund LTD

  
   
By: DARWIN GLOBAL MANAGEMENT, LTD, ITS INVESTMENT MANAGER  
   
/s/ John Legge  
Name: John Legge  
Title:    Director and Chief Financial Officer  
 
   

 

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