Statement of Ownership (sc 13g)
03 März 2023 - 10:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
Ambrx
Biopharma Inc.
(Name
of Issuer)
Ordinary
shares, par value US $0.0001 per share,
represented by American Depositary Shares
(Title
of Class of Securities)
02290A102**
(CUSIP
Number)
February
21, 2023
(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)
☒
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 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 Issuer, which are quoted on the New York Stock Exchange under the symbol “AMAM.” Each ADS represents seven (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).
| CUSIP
No. 02290A102 |
SCHEDULE
13G |
|
| 1 |
NAME
OF REPORTING PERSONS
Commodore
Capital LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
26,250,000* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
26,250,000* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,250,000* |
|
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%* |
|
| 12 |
TYPE
OF REPORTING PERSON
IA |
|
*See
Item 4 for additional information.
| CUSIP
No. 02290A102 |
SCHEDULE
13G |
|
| 1 |
NAME
OF REPORTING PERSONS
Commodore
Capital Master LP |
| 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
26,250,000* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
26,250,000* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,250,000* |
|
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%* |
|
| 12 |
TYPE
OF REPORTING PERSON
OO |
|
*See
Item 4 for additional information.
| CUSIP
No. 02290A102 |
SCHEDULE
13G |
|
| Item
1. |
(a)
Name of Issuer |
Ambrx
Biopharma Inc. (the “Issuer”)
| Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
10975
Torrey Pines Road, La Jolla, California 92037
| Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
| |
|
| |
This
report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”) and Commodore
Capital Master LP, a Cayman Islands exempted limited partnership (“Commodore Master”). The address for the Firm and Commodore
Master is: 444 Madison Avenue, Floor 35, New York, New York 10022. |
| Item
2. |
(d)
Title of Class of Securities |
Ordinary
shares, par value US $0.0001 per share (“Ordinary
Shares”) (represented by American Depositary Shares (“ADS”), each of which represents seven Ordinary Shares)
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: |
N/A
| CUSIP
No. 02290A102 |
SCHEDULE
13G |
|
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
(a)
Amount Beneficially Owned: 26,250,000*
(b)
Percent of Class: 9.7%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 26,250,000*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 26,250,000*
As
reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows:
(a)
Amount Beneficially Owned: 26,250,000*
(b)
Percent of Class: 9.7%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 26,250,000*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 26,250,000*
*The
Firm is the investment manager to Commodore Master. As of February 21, 2023, the Firm may be deemed to beneficially own an aggregate
of 3,750,000 ADSs, representing 26,250,000 Ordinary Shares of the Issuer. The Firm, as the investment manager to Commodore Master, may
be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise
investment discretion with respect to these securities. Ownership percentages are based on 270,328,483 Ordinary Shares reported as issued
and outstanding in the Issuer’s Condensed Consolidated Financial Statements as of June 30, 2022, attached as Exhibit 99.1 to the
Issuer’s Report of Foreign Issuer on 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 |
| |
|
| |
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 [ ]. |
| 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 or Control Person |
Not
Applicable.
| CUSIP
No. 02290A102 |
SCHEDULE
13G |
|
| 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. |
| CUSIP
No. 02290A102 |
SCHEDULE
13G |
|
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:
March 3, 2023
| Commodore Capital LP |
|
| |
|
|
| By: |
/s/
Michael Kramarz |
|
| Michael Kramarz, Managing Partner |
|
| |
|
|
| Commodore Capital Master LP |
|
| |
|
|
| By: |
/s/
Michael Kramarz |
|
| Michael Kramarz, Authorized Signatory |
|
Exhibit
1
JOINT
FILING AGREEMENT
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 acquisition statements. 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 it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe
that such information is inaccurate.
Dated:
March 3, 2023
| Commodore Capital LP |
|
| |
|
|
| By: |
/s/
Michael Kramarz |
|
| Michael Kramarz, Managing Partner |
|
| |
|
|
| Commodore Capital Master LP |
|
| |
|
|
| By: |
/s/
Michael Kramarz |
|
| Michael Kramarz, Authorized Signatory |
|
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