Form SC 13G - Statement of Beneficial Ownership by Certain Investors
12 November 2024 - 10:30PM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant
to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant
to § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
Neumora
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
640979100
(CUSIP
Number)
September
30, 2024
(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.
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. 640979100 |
Schedule
13G |
Page
1 of 12 |
| 1 |
Names
of Reporting Persons
SoftBank
Group Corp. |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Japan |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
7,546,916 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
7,546,916 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,546,916 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
4.7% |
| 12 |
Type
of Reporting Person
CO |
| CUSIP
No. 640979100 |
Schedule
13G |
Page
2 of 12 |
| 1 |
Names
of Reporting Persons
SB
Global Advisers Limited |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b) ☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
England
and Wales |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
7,546,916 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
7,546,916 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,546,916 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
4.7% |
| 12 |
Type
of Reporting Person
CO |
| CUSIP
No. 640979100 |
Schedule
13G |
Page
3 of 12 |
| 1 |
Names
of Reporting Persons
SoftBank
Vision Fund II-2 L.P. |
|
| 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
7,546,916 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
7,546,916 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,546,916 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
4.7% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 640979100 |
Schedule
13G |
Page
4 of 12 |
| 1 |
Names
of Reporting Persons
SVF
II Aggregator (Jersey) L.P. |
|
| 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
7,546,916 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
7,546,916 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,546,916 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
4.7% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 640979100 |
Schedule
13G |
Page
5 of 12 |
| 1 |
Names
of Reporting Persons
SVF
II Holdings (DE) LLC |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b) ☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
7,546,916 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
7,546,916 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,546,916 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
4.7% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 640979100 |
Schedule
13G |
Page
6 of 12 |
| 1 |
Names
of Reporting Persons
SVF
II Investment Holdings LLC |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b) ☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
7,546,916 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
7,546,916 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,546,916 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
4.7% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 640979100 |
Schedule
13G |
Page
7 of 12 |
| 1 |
Names
of Reporting Persons
SVF
II Investment Holdings (Subco) LLC |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b) ☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
7,546,916 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
7,546,916 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,546,916 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
4.7% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 640979100 |
Schedule
13G |
Page
8 of 12 |
| 1 |
Names
of Reporting Persons
SVF
II AIV (DE) LLC |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b) ☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
7,546,916 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
7,546,916 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,546,916 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
4.7% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 640979100 |
Schedule
13G |
Page
9 of 12 |
| ITEM
1. |
(a) | Name
of Issuer: |
Neumora
Therapeutics, Inc. (the “Issuer”).
| (b) | Address
of Issuer’s Principal Executive Offices: |
490
Arsenal Way, Suite 200, Watertown, MA 02472
| ITEM
2. |
(a) | Name
of Person Filing: |
Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
SoftBank
Group Corp. (“SoftBank”)
SB
Global Advisers Limited (“SBGA”)
SoftBank
Vision Fund II-2 L.P.
SVF
II Aggregator (Jersey) L.P.
SVF
II Holdings (DE) LLC
SVF
II Investment Holdings LLC
SVF
II Investment Holdings (Subco) LLC
SVF
II AIV (DE) LLC
| (b) | Address
or Principal Business Office: |
The
address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. The address for SBGA is 69 Grosvenor Street, London W1K 3JP, United
Kingdom. The address for each of SoftBank Vision Fund II-2 L.P. and SVF II Aggregator (Jersey) L.P. is c/o Gen II (Jersey) Limited,
47 The Esplanade, St. Helier, Jersey JE1 0BD. The address for each of the remaining Reporting Persons is 251 Little Falls
Drive, Wilmington, Delaware, 19808.
| (c) | Citizenship
of each Reporting Person is: |
SoftBank
is organized under the laws of Japan. SBGA is organized under the laws of England and Wales. Each of SoftBank Vision Fund II-2 L.P. and
SVF II Aggregator (Jersey) L.P. is organized under the laws of Jersey. Each of the remaining Reporting Persons is organized under the
laws of the State of Delaware.
| (d) | Title
of Class of Securities: |
Common
stock, par value $0.0001 per share (“Common Stock”).
640979100
| CUSIP
No. 640979100 |
Schedule
13G |
Page
10 of 12 |
Not
applicable.
(a-c)
The
ownership information presented below represents beneficial ownership of the shares of Common Stock as of September 30, 2024,
based upon 160,027,746 shares of Common Stock outstanding as of August 1, 2024, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2024.
| Reporting
Person | |
Amount beneficially owned | |
Percent of class: | |
Sole
power to vote or to direct the vote: | |
Shared
power to vote or to direct the vote: | |
Sole
power to dispose or to direct the disposition of: | |
Shared power
to dispose
or to
direct the disposition of: |
| SoftBank Group Corp. | |
| 7,546,916 | | |
| 4.7 | % | |
| 0 | | |
| 7,546,916 | | |
| 0 | | |
| 7,546,916 | |
| SB Global Advisers Limited | |
| 7,546,916 | | |
| 4.7 | % | |
| 0 | | |
| 7,546,916 | | |
| 0 | | |
| 7,546,916 | |
| SoftBank Vision Fund II-2 L.P. | |
| 7,546,916 | | |
| 4.7 | % | |
| 0 | | |
| 7,546,916 | | |
| 0 | | |
| 7,546,916 | |
| SVF II Aggregator (Jersey) L.P. | |
| 7,546,916 | | |
| 4.7 | % | |
| 0 | | |
| 7,546,916 | | |
| 0 | | |
| 7,546,916 | |
| SVF II Holdings (DE) LLC | |
| 7,546,916 | | |
| 4.7 | % | |
| 0 | | |
| 7,546,916 | | |
| 0 | | |
| 7,546,916 | |
| SVF II Investment Holdings LLC | |
| 7,546,916 | | |
| 4.7 | % | |
| 0 | | |
| 7,546,916 | | |
| 0 | | |
| 7,546,916 | |
| SVF II Investment Holdings (Subco) LLC | |
| 7,546,916 | | |
| 4.7 | % | |
| 0 | | |
| 7,546,916 | | |
| 0 | | |
| 7,546,916 | |
| SVF II AIV (DE) LLC | |
| 7,546,916 | | |
| 4.7 | % | |
| 0 | | |
| 7,546,916 | | |
| 0 | | |
| 7,546,916 | |
SVF
II AIV (DE) LLC is the record holder of the shares of Common Stock reported herein.
SoftBank,
which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager
and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund
II-2 L.P.’s investments. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is
the sole member of SVF II Holdings (DE) LLC, which is the managing member of SVF II Investment Holdings LLC, which is the sole member
of SVF II Investment Holdings (Subco) LLC, which is the sole member of SVF II AIV (DE) LLC. As a result of these relationships, each
of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
| 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 Persons have ceased to be the beneficial owners 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. |
Not
applicable.
| ITEM
8. | Identification
and Classification of Members of the Group. |
Not
applicable.
| ITEM
9. | Notice
of Dissolution of Group. |
Not
applicable.
Not
applicable.
| CUSIP
No. 640979100 |
Schedule
13G |
Page
11 of 12 |
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.
Date:
November 12, 2024
| |
SoftBank
Group Corp. |
| |
|
|
| |
By: |
/s/
Yuko Yamamoto |
| |
Name: |
Yuko
Yamamoto |
| |
Title:
|
Head
of Corporate Legal Department |
| |
|
|
| |
SB
Global Advisers Limited |
| |
|
|
| |
By: |
/s/
Alex Clavel |
| |
Name: |
Alex
Clavel |
| |
Title: |
Director |
| |
|
|
| |
SoftBank
Vision Fund II-2 L.P. |
| |
|
| |
By:
|
SB
Global Advisers Limited, its Manager |
| |
|
|
| |
By: |
/s/
Alex Clavel |
| |
Name: |
Alex
Clavel |
| |
Title: |
Director |
| |
|
|
| |
SVF
II Aggregator (Jersey) L.P. |
| |
|
|
| |
By: |
SVF II GP (Jersey) Limited, its General Partner |
| |
|
|
| |
By: |
/s/
Michael Johnson |
| |
Name: |
Michael
Johnson |
| |
Title: |
Director |
| |
|
|
| |
SVF
II Holdings (DE) LLC |
| |
|
|
| |
By: |
/s/
Jonathan Duckles |
| |
Name: |
Jonathan
Duckles |
| |
Title: |
Director |
| |
|
|
| |
SVF
II Investment Holdings LLC |
| |
|
|
| |
By: |
/s/
Jonathan Duckles |
| |
Name: |
Jonathan Duckles |
| |
Title: |
Director |
| |
|
|
| |
SVF
II Investment Holdings (Subco) LLC |
| |
|
|
| |
By: |
/s/
Jonathan Duckles |
| |
Name: |
Jonathan
Duckles |
| |
Title: |
Director |
| |
|
|
| |
SVF
II AIV (DE) LLC |
| |
|
|
| |
By: |
/s/
Jonathan Duckles |
| |
Name: |
Jonathan
Duckles |
| |
Title: |
Director |
| CUSIP
No. 640979100 |
Schedule
13G |
Page
12 of 12 |
LIST
OF EXHIBITS
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