Sec Form 13G Filing - Schindel Yair Chaim filing for SERA PROGNOSTICS INC. (SERA) - 2022-01-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

---

 (Name of Issuer)

 

---

(Title of Class of Securities)

 

---

 (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)

 

☐ Rule 13d-1(c)

 

☒ Rule 13d-1(d)

 

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.

 

CUSIP No.	81749D107
1	Names of Reporting Persons
	aMoon Growth Fund Limited Partnership
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(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
			1,918,511
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			1,918,511
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,918,511
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	☐
11	Percent of Class Represented by Amount in Row (9)
	6.2%
12	Type of Reporting Person (See Instructions)
	PN

 

 

Item 2(a)-(b)

Name of Person Filing; Address of Principal Business Office or, if none, Residence

1.

aMoon Growth Fund Limited Partnership (“aMoon”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.

2.

aMoon Growth Fund G.P. Limited Partnership (“aMoon G.P.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.

3.

aMoon General Partner Ltd. (“aMoon Ltd.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.

4.

Dr. Yair C. Schindel (“Schindel”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.

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:

(a)

Amount beneficially owned:  1,918,511 shares of Class A Common Stock.

(b)

Percent of Class: 6.2%

(c)

Number of shares as to which the  person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,918,511 shares of Class A Common Stock

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,918,511 shares of Class A Common Stock

(a)

Amount beneficially owned: 1,918,511 shares of Class A Common Stock.  aMoon G.P. is the sole general partner of aMoon.  By virtue of such relationship, aMoon G.P. may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon.

(b)

Percent of Class: 6.2%

(c)

Number of shares as to which the  person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,918,511 shares of Class A Common Stock

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,918,511 shares of Class A Common Stock

(a)

Amount beneficially owned:  1,918,511 shares of Class A Common Stock.  aMoon Ltd. is the sole general partner of aMoon G.P.  By virtue of such relationships, aMoon Ltd. may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon.

(b)

Percent of Class: 6.2%

(c)

Number of shares as to which the  person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,918,511 shares of Class A Common Stock

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,918,511 shares of Class A Common Stock

(a)

Amount beneficially owned:  1,918,511 shares of Class A Common Stock.  Schindel is the sole shareholder of aMoon Ltd. By virtue of such relationships, Schindel may be deemed to have shared voting and investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon. Schindel disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer held by aMoon, aMoon G.P. and aMoon Ltd., except to the extent of his pecuniary interest therein, if any.

(b)

Percent of Class: 6.2%

(c)

Number of shares as to which the  person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,918,511 shares of Class A Common Stock

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,918,511 shares of Class A Common Stock

 

Not applicable.

 

 

Not applicable.

 

 

Not applicable.

 

 

Incorporated by reference to Items 2 and 4 of this Schedule 13G.

 

 

Not applicable.

 

 

Not applicable.

 

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.

 

	AMOON GROWTH FUND LIMITED PARTNERSHIP BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
	By:	/s/ Dr. Yair C. Schindel
		Name: Title:	Dr. Yair C. Schindel Director

	AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
	By:	/s/ Dr. Yair C. Schindel
		Name: Title:	Dr. Yair C. Schindel Director

	AMOON GENERAL PARTNER LTD.
	By:	/s/ Dr. Yair C. Schindel
		Name: Title:	Dr. Yair C. Schindel Director

	DR. YAIR C. SCHINDEL
	By:	/s/ Dr. Yair C. Schindel

EXHIBIT A TO SCHEDULE 13G

Joint Filing Agreement

 

The undersigned hereby agree that the Schedule 13G (the “Schedule 13G”), filed by the undersigned with respect to shares of Class A Common Stock, par value $0.0001 per Share of Sera Prognostics, Inc. is filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an Exhibit to the Schedule 13G.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.  

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement this 24th day of January 2022.