Sec Form 13G Filing - SOFTBANK GROUP CORP. filing for Neumora Therapeutics Inc. (NMRA) - 2024-02-13

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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

 

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)

 

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.

 

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 2 of 13

 

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

 

7,646,916

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,646,916

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,646,916

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

5.0%

12

Type of Reporting Person

 

CO

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 3 of 13

 

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

 

7,646,916

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,646,916

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,646,916

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

5.0%

12

Type of Reporting Person

 

CO

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 4 of 13

 

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

 

7,646,916

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,646,916

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,646,916

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

5.0%

12

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 5 of 13

 

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

 

7,646,916

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,646,916

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,646,916

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

5.0%

12

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 6 of 13

 

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

 

7,646,916

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,646,916

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,646,916

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

5.0%

12

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 7 of 13

 

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

 

7,646,916

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,646,916

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,646,916

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

5.0%

12

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 8 of 13

 

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

 

7,646,916

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,646,916

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,646,916

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

5.0%

12

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 9 of 13

 

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

 

7,646,916

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,646,916

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,646,916

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

5.0%

12

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 10 of 13

 

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 Crestbridge, 47 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”).

 

(e)CUSIP Number:

 

640979100

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 11 of 13

 

ITEM 3.

 

Not applicable.

 

ITEM 4.Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of the shares of Common Stock as of December 31, 2023, based upon 152,703,316 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2023.

 

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.   7,646,916    5.0%   0    7,646,916    0    7,646,916 
SB Global Advisers Limited   7,646,916    5.0%   0    7,646,916    0    7,646,916 
SoftBank Vision Fund II-2 L.P.   7,646,916    5.0%   0    7,646,916    0    7,646,916 
SVF II Aggregator (Jersey) L.P.   7,646,916    5.0%   0    7,646,916    0    7,646,916 
SVF II Holdings (DE) LLC   7,646,916    5.0%   0    7,646,916    0    7,646,916 
SVF II Investment Holdings LLC   7,646,916    5.0%   0    7,646,916    0    7,646,916 
SVF II Investment Holdings (Subco) LLC   7,646,916    5.0%   0    7,646,916    0    7,646,916 
SVF II AIV (DE) LLC   7,646,916    5.0%   0    7,646,916    0    7,646,916 

 

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.

 

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.

 

Not applicable.

 

 

 

 

CUSIP No. 640979100 Schedule 13G Page 12 of 13

 

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: February 13, 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 13 of 13

 

LIST OF EXHIBITS

 

Exhibit No.   Description
99   Joint Filing Agreement.