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Ambrx Biopharma (AMAM) SC 13G/AAmbrx Biopharma Cayman / Artal International S.C.A. ownership change

Filed: 9 Feb 24, 5:08pm

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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. 2)

Ambrx Biopharma Cayman, Inc.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

02290A102**

(CUSIP Number)

December 31, 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.

**	This CUSIP number applies to the Issuer’s American Depositary Shares, evidenced by American Depositary Receipts, each representing seven ordinary shares of the Issuer.

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


1		NAMES OF REPORTING PERSONS Invus Public Equities, 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 Bermuda


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

2

CUSIP No. 02290A102


1		NAMES OF REPORTING PERSONS Invus Public Equities Advisors, 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 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

3

CUSIP No. 02290A102


1		NAMES OF REPORTING PERSONS Artal International S.C.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

4

CUSIP No. 02290A102


1		NAMES OF REPORTING PERSONS Artal International Management S.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

5

CUSIP No. 02290A102


1		NAMES OF REPORTING PERSONS Artal Group S.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

6

CUSIP No. 02290A102


1		NAMES OF REPORTING PERSONS Westend S.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

7

CUSIP No. 02290A102


1		NAMES OF REPORTING PERSONS Stichting Administratiekantoor Westend
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

8

CUSIP No. 02290A102


1		NAMES OF REPORTING PERSONS Mr. Amaury Wittouck
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Belgium


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

9

Item 1(a).

Name of Issuer:

Ambrx Biopharma Cayman, Inc. formerly known as Ambrx Biopharma Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

10975 North Torrey Pines Road, La Jolla, California 92037

Item 2(a).

Name of Person Filing:

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Item 2(c).

Citizenship:

(i) Invus Public Equities, L.P. (“Invus Public Equities”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Bermuda limited partnership

(ii) Invus Public Equities Advisors, LLC (“Invus PE Advisors”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Delaware limited liability company

(iii) Artal International S.C.A. (“Artal International”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg limited partnership

(iv) Artal International Management S.A. (“Artal International Management”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(v) Artal Group S.A. (“Artal Group”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(vi) Westend S.A. (“Westend”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(vii) Stichting Administratiekantoor Westend (the “Stichting”)

Claude Debussylaan, 46, 1082 MD Amsterdam, The Netherlands

Citizenship: Netherlands foundation

(viii) Mr. Amaury Wittouck

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Belgium

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

Item 2(d).

Title of Class of Securities:

Ordinary Shares, par value $0.0001 per share (the “Shares”)

Item 2(e).

CUSIP Number:

The CUSIP Number is 02290A102. This CUSIP applies to the American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts, each representing seven Shares. No CUSIP has been assigned to the Shares.

10

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

This Item 3 is not applicable.

Item 4.

Ownership.

(a) Amount beneficially owned:

As of December 31, 2023, the Reporting Persons no longer beneficially own any Shares.

(b) Percent of class:

As of December 31, 2023, the Reporting Persons no longer beneficially own any Shares.

(c) As of December 31, 2023, the number of shares as to which each of Invus Public Equities, Invus PE Advisors, Artal International, Artal International Management, Artal Group, Westend, the Stichting and Mr. Wittouck has:

(i) Sole power to vote or to direct the vote:

0

(ii) Shared power to vote or to direct the vote:

0

(iii) Sole power to dispose or to direct the disposition of:

0

(iv) Shared power to dispose or to direct the disposition of:

0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of December 31, 2023 the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

On October 11, 2023, the Issuer completed its previously announced holding company reorganization pursuant to the Agreement and Plan of Merger, dated as of September 11, 2023 (the “Merger Agreement”), by and among Ambrx Biopharma, Inc. (formerly New Ambrx Biopharma Inc.), a Delaware corporation (“NewCo”), Ambrx Merger Sub Inc., a Cayman Islands exempted company and newly-formed direct wholly owned subsidiary of NewCo (“Merger Sub”), and the Issuer. The Merger Agreement provided for the merger (the “Merger”) of the Issuer with Merger Sub, with the Issuer surviving the Merger as a direct wholly owned subsidiary of NewCo, and the automatic conversion of each Share issued and outstanding immediately prior to the effective time of the Merger (including Shares underlying the outstanding ADSs), into one-seventh (1/7) of one duly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of NewCo (“NewCo Common Stock”). As of December 31, 2023, Reporting Persons no longer beneficially own any Shares and do not beneficially own more than 5% of NewCo Common Stock.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.

11

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group.

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group.

This Item 9 is not applicable.

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following 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.

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.

Dated: February 9, 2024


INVUS PUBLIC EQUITIES, L.P.

By:		INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President

INVUS PUBLIC EQUITIES ADVISORS, LLC

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President

ARTAL INTERNATIONAL S.C.A.

By:		ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director

ARTAL INTERNATIONAL MANAGEMENT S.A.

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director

ARTAL GROUP S.A.

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Authorized Person

WESTEND S.A.

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director


STICHTING ADMINISTRATIEKANTOOR WESTEND

By:		/s/ Amaury Wittouck
Name:		Amaury Wittouck
Title:		Sole Member of the Board

MR. AMAURY WITTOUCK

By:		/s/ Amaury Wittouck

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