Amended Statement of Ownership (sc 13g/a)
14 Februar 2023 - 10:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ambrx Biopharma
Inc.
(Name of Issuer)
Ordinary
shares, par value $0.0001 per share
(Title of Class of Securities)
02290A102**
(CUSIP Number)
December
31, 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) |
| x |
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 disclosures provided in a prior cover page.
** This CUSIP number applies to the American
Depositary Shares, each representing seven ordinary shares, par value $0.0001 per share, issued by the Company (“ADS”). No
CUSIP has been assigned to the ordinary shares.
The information required on 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).
| |
1. |
Name of Reporting
Persons:
HBM Healthcare Investments (Cayman) Ltd. |
| |
2. |
Check the Appropriate Box if a Member of a Group |
| |
|
(a) |
o |
| |
|
(b) |
o |
| |
3. |
SEC
Use Only |
| |
4. |
Citizenship
or Place of Organization:
Cayman Islands, British West Indies |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power:
8,400,000 (1) |
| |
| 6. |
Shared
Voting Power:
0 |
| |
| 7. |
Sole
Dispositive Power:
8,400,000 (1) |
| |
| 8. |
Shared
Dispositive Power:
0 |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person:
8,400,000 (1) |
| |
| |
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9):
3.1% (2) |
| |
| |
12. |
Type
of Reporting Person (See Instructions):
CO |
| |
(1) |
Held in the form of 1,200,000 ADS, each one of which represents seven ordinary shares. |
| |
|
| |
(2) |
Based upon the 270,328,483 Ordinary Shares (including ordinary shares underlying American depositary shares (“ADS”)
of the Company) outstanding as of June 30, 2022, 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 August 29, 2022. |
| Item 1. |
(a). |
Name
of Issuer:
Ambrx Biopharma Inc. |
| |
(b). |
Address of Issuer’s Principal Executive Offices:
10975 Torrey Pines Road
La Jolla, California 92037 |
| |
| Item 2(a). |
|
Name of Person Filing:
HBM Healthcare Investments (Cayman) Ltd. |
| |
|
|
| Item 2(b). |
|
Address of Principal Business Office:
Governors Square
23 Lime Tree Bay Avenue
PO Box 30852
Grand Cayman, Cayman Islands |
| |
|
|
| Item 2(c). |
|
Citizenship:
Cayman Islands, British West Indies |
| Item 2(d). |
|
Title
of Class of Securities:
Ordinary shares, par value $0.0001 |
| Item 2(e). |
|
CUSIP
Number:
02290A102 (This CUSIP number applies to the ADS. No CUSIP has been assigned to the ordinary shares) |
| |
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a: |
| |
|
| |
Not Applicable. |
| |
|
| Item 4. |
Ownership. |
| |
|
| |
(a) |
Amount beneficially owned:
8,400,000 ordinary shares, held in the form of 1,200,000 ADS,
each one of which represents seven ordinary shares (1) |
| |
(b) |
Percent of class:
3.1% (2) |
| |
(c) |
Number
of shares as to which the Reporting Person has:
|
| |
|
(i) |
Sole power to vote or to direct the vote:
8,400,000 ordinary shares, held in the form of 1,200,000 ADS,
each one of which represents seven ordinary shares |
| |
|
(ii) |
Shared power to vote or to direct the vote:
0 |
| |
|
|
|
| |
|
(iii) |
Sole power to dispose or to direct the disposition of:
8,400,000 ordinary shares, held in the form of 1,200,000 ADS,
each one of which represents seven ordinary shares |
| |
|
(iv) |
Shared power to dispose or to direct the disposition of:
0 |
Item 5. |
Ownership of Five Percent or Less of a Class |
| |
|
| |
As of December 31, 2022, the Reporting Person ceased to be the beneficial
owner of more than five percentage of the shares of Issuer’s Common Stock. |
| |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another
Person. |
| |
|
| |
Not Applicable. |
| |
|
| 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, other than
activities solely in connection with a nomination under §240.14a-11. |
| |
|
|
| |
(1) |
Voting
and investment power over the shares held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the
board of directors of HBM Healthcare Investments (Cayman) Ltd. (the “Board”). The Board
consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D. and
Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares. |
| |
|
| |
(2) |
Based upon
the 270,328,483 Ordinary Shares (including ordinary shares underlying American depositary shares (“ADS”) of the
Company) outstanding as of June 30, 2022, 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 August 29, 2022. |
SIGNATURES
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 14, 2023
| |
HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD.
|
| |
By: |
/s/ Jean-Marc LeSieur |
| |
Name: |
Jean-Marc LeSieur |
| |
Title: |
Managing Director |
SIGNATURE PAGE TO SCHEDULE
13G AMENDMENT NO. 2 (AMBRX BIOPHARMA INC.)
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