UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934
(Amendment No. ____)*
Ambrx Biopharma Inc.
(Name of Issuer)
Ordinary shares, par
value $0.0001 per share**
(Title of Class of Securities)
02290A102***
(CUSIP Number)
September 14, 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:
* 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 Reporting Persons own ordinary shares through the Issuer’s
American Depositary Shares, each representing seven ordinary shares.
*** The ordinary shares have no CUSIP number. The CUSIP number for
the Issuer’s American Depositary Shares, each representing seven ordinary shares, is 02290A102.
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 |
Paradigm BioCapital Advisors LP
| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of
Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH: |
5. |
SOLE
VOTING POWER |
25,172,784 |
| 6. |
SHARED
VOTING POWER |
0 |
| 7. |
SOLE
DISPOSITIVE POWER |
25,172,784 |
| 8. |
SHARED
DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person |
25,172,784
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented
by Amount in Row (9) |
5.7%
| 12. | Type of Reporting Person
(See Instructions) |
PN
* The
information above is given as of the end of business on September 25, 2023, the filing date of this Schedule 13G.
CUSIP No. 02290A102
| 1. | Names of Reporting Persons |
Paradigm BioCapital Advisors GP LLC
| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of
Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH: |
5. |
SOLE
VOTING POWER |
25,172,784 |
| 6. |
SHARED
VOTING POWER |
0 |
| 7. |
SOLE
DISPOSITIVE POWER |
25,172,784 |
| 8. |
SHARED
DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person |
25,172,784
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented
by Amount in Row (9) |
5.7%
| 12. | Type of Reporting Person
(See Instructions) |
OO
* The
information above is given as of the end of business on September 25, 2023, the filing date of this Schedule 13G.
CUSIP No. 02290A102
| 1. | Names of Reporting Persons |
Senai Asefaw, M.D.
| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of
Organization |
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH: |
5. |
SOLE
VOTING POWER |
25,172,784 |
| 6. |
SHARED
VOTING POWER |
0 |
| 7. |
SOLE
DISPOSITIVE POWER |
25,172,784 |
| 8. |
SHARED
DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person |
25,172,784
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented
by Amount in Row (9) |
5.7%
| 12. | Type of Reporting Person
(See Instructions) |
IN
* The
information above is given as of the end of business on September 25, 2023, the filing date of this Schedule 13G.
CUSIP No. 02290A102
| 1. | Names of Reporting Persons |
Paradigm BioCapital International
Fund Ltd.
| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of
Organization |
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH: |
5. |
SOLE
VOTING POWER |
20,968,178 |
| 6. |
SHARED
VOTING POWER |
0 |
| 7. |
SOLE
DISPOSITIVE POWER |
20,968,178 |
| 8. |
SHARED
DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person |
20,968,178
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented
by Amount in Row (9) |
4.8%
| 12. | Type of Reporting Person
(See Instructions) |
CO
* The
information above is given as of the end of business on September 25, 2023, the filing date of this Schedule 13G.
Item 1.
| (a) | The name of the issuer is
Ambrx Biopharma Inc. (the “Issuer”). |
| (b) | The principal executive
offices of the Issuer are located at 10975 North Torrey Pines Road, La Jolla, California,
92037. |
Item 2.
| (a) | This Schedule 13G is filed
by the following (the “Reporting Persons”): (1) Paradigm BioCapital Advisors
LP (the “Adviser”); (2) Paradigm BioCapital Advisors GP LLC (the “Adviser
GP”); (3) Senai Asefaw, M.D. (“Senai Asefaw”); and (4) Paradigm
BioCapital International Fund Ltd. (the “Fund”). The Fund is a private
investment vehicle. The Fund and one or more separately managed accounts managed by the Adviser
(the “Account”) directly beneficially own the Ordinary Shares (as defined
below) reported in this Statement. The Adviser is the investment manager of the Fund and
the Account. The Adviser GP is the general partner of the Adviser. Senai Asefaw is the managing
member of the Adviser GP. The Adviser, the Adviser GP and Senai Asefaw may be deemed to beneficially
own the Ordinary Shares directly beneficially owned by the Fund and the Account. Each Reporting
Person disclaims beneficial ownership with respect to any Ordinary Shares other than the
Ordinary Shares directly beneficially owned by such Reporting Person. |
| (b) | The principal business office of the Reporting Persons is 767 Third Avenue,
17th Floor, New York, NY 10017. |
| (c) | For citizenship information see Item 4 of the cover page of each Reporting
Person. |
| (d) | This statement relates to the ordinary shares, par value $0.0001 per share,
of the Issuer (the “Ordinary Shares”). |
| (e) | The Ordinary Shares have no CUSIP number. The CUSIP number for the Issuer’s
American Depositary Shares, each representing seven Ordinary Shares, is 02290A102. |
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
| (a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) |
o |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
| (f) |
o |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
| (g) |
o |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
| (h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
| (j) |
o |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:________________________
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each
Reporting Person, and Item 2, which information is given as of the close of business on September 25, 2023, the date of filing of this
Schedule 13G.
As of the close of business on the Event Date
of September 14, 2023, the Reporting Persons collectively beneficially owned 22,604,330 Ordinary Shares (18,801,321 of which were held
by the Fund and 3,803,009 of which were held by the Account), representing 5.1% of all of the outstanding Ordinary Shares.
The percentages of beneficial ownership contained
herein are based on 437,791,970 Ordinary Shares outstanding as of August 31, 2023 as reported in the Issuer’s Schedule 14A filed
with the Securities and Exchange Commission on September 15, 2023.
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.
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.
| (c) | 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. |
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: September 25, 2023
Paradigm BioCapital Advisors LP
Paradigm BioCapital Advisors GP LLC
Paradigm BioCapital International Fund Ltd.
Name: David K. Kim
Title: Authorized Signatory
Senai Asefaw, M.D.
EXHIBIT INDEX
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the ordinary shares, par value $0.0001 per share, of Ambrx Biopharma Inc.,
and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned
hereby execute this Agreement.
Dated: September 25, 2023
Paradigm BioCapital Advisors LP
Paradigm BioCapital Advisors GP LLC
Paradigm BioCapital International Fund Ltd.
Name: David K. Kim
Title: Authorized Signatory
Senai Asefaw, M.D.
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