Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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:
| ¨ | 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) | ¨ | ||||
| (b) | ¨ | ||||
| 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: 16,856,567 (1) | |||
| 6. | Shared Voting Power: 0 | ||||
| 7. | Sole Dispositive Power: 16,856,567 (1) | ||||
| 8. | Shared Dispositive Power: 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 16,856,567 (1) | ||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9): 6.9% (2) | ||||
| 12. | Type of Reporting Person (See Instructions): CO | ||||
| (1) | Held in the form of 2,408,081 ADS, each one of which represents seven ordinary shares. |
| (2) | Based upon the 244,686,437 Ordinary Shares (including ordinary shares underlying American depositary shares (“ADS”) of the Company) 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. |
| Item 1. | (a). | Name of Issuer: Ambrx Biopharma Inc. |
| (b). |
Address of Issuer’s Principal Executive Offices: 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:
16,856,567 ordinary shares, held in the form of 2,408,081 ADS, each one of which represents seven ordinary shares (1)
| |||
| (b) |
Percent of class:
6.9% (2)
| |||
| (c) | Number of shares as to which the Reporting Person has:
| |||
| (i) |
Sole power to vote or to direct the vote:
16,856,567 ordinary shares, held in the form of 2,408,081 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:
2,408,081 ordinary shares, held in the form of 2,536,389 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 |
| Not Applicable. | |
| 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 244,686,437 Ordinary Shares (including ordinary shares underlying American depositary shares (“ADS”) of the Company) 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. |
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 11, 2022
|
HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD. | ||
| By: | /s/ Jean-Marc LeSieur | |
| Name: | Jean-Marc LeSieur | |
| Title: | Managing Director | |
SIGNATURE PAGE TO SCHEDULE 13G AMENDMENT NO. 1 (AMBRX BIOPHARMA INC.)