Sec Form 13G Filing - Morningside Venture Investments Ltd @ NewAmsterdam Pharma Co N.V.

Sec Form 13G Filing - Morningside Venture Investments Ltd filing for NewAmsterdam Pharma Co N.V. (NAMS) - 2022-12-02

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. __)*

NEWAMSTERDAM PHARMA COMPANY N.V.

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

G3710A105

(CUSIP Number)

November 22, 2022

(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. G3710A105

(1)	Based upon 81,559,780 shares of Class A Ordinary Shares outstanding as of November 22, 2022, as reported in the Issuer’s Shell Company Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on November 28, 2022.

CUSIP No. G3710A105

(1)	Based upon 81,559,780 shares of Class A Ordinary Shares outstanding as of November 22, 2022, as reported in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.

CUSIP No. G3710A105

(1)	Based upon 81,559,780 shares of Class A Ordinary Shares outstanding as of November 22, 2022, as reported in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.

CUSIP No. G3710A105

(1)	Based upon 81,559,780 shares of Class A Ordinary Shares outstanding as of November 22, 2022, as reported in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.

CUSIP No. G3710A105


(1)		Names of Reporting Persons Cheung Ka Ho
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) AF
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Hong Kong

(1)	Based upon 81,559,780 shares of Class A Ordinary Shares outstanding as of November 22, 2022, as reported in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.

CUSIP No. G3710A105


Item 1.
	(a)	Name of Issuer NewAmsterdam Pharma Company N.V.

	(b)	Address of Issuer’s Principal Executive Offices Two Union Square 601 Union St., Suite 3200 Seattle, WA 98101

Item 2.

	(a)	Name of Person Filing Morningside Venture Investments Ltd Frances Anne Elizabeth Richard Jill Marie Franklin Peter Stuart Allenby Edwards Cheung Ka Ho

	(b)	Address of Principal Business Office or, if none, Residence c/o THC Management Services S.A.M. 2nd Floor, Le Prince De Galles 3-5 Avenue Des Citronniers MC 98000, Monaco With copies to: Morningside Technology Advisory, LLC Attn: Stephanie O’Brien, Esq. 1188 Centre Street Newton Centre, MA 02459 Springfield Financial Advisory Limited Attn: Investment Administration Department 22nd Floor Hang Lung Centre 2-20 Paterson Street Causeway Bay, Hong Kong

	(c)	Citizenship MVIL British Virgin Islands Ms. Richard United Kingdom Ms. Franklin United Kingdom Mr. Edwards United Kingdom Mr. Cheung Hong Kong

	(d)	Title of Class of Securities Class A Ordinary Shares, $0.0001 par value per share (“Common Stock”)

	(e)	CUSIP Number G3710A105

CUSIP No. G3710A105

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)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	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)	☐	Group, in accordance with §240.13d–1(b)(1)(ii)(J).


Item 4.	Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: (2) Morningside Venture Investments Ltd – 5,065,846 Frances Anne Elizabeth Richard – 5,065,846 Jill Marie Franklin – 5,065,846 Peter Stuart Allenby Edwards – 5,065,846 Cheung Ka Ho – 5,065,846

	(b)	Percent of class: Morningside Venture Investments Ltd – 6.21% Frances Anne Elizabeth Richard – 6.21% Jill Marie Franklin – 6.21% Peter Stuart Allenby Edwards – 6.21% Cheung Ka Ho – 6.21%

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote Morningside Venture Investments Ltd – 0 shares Frances Anne Elizabeth Richard – 0 shares Jill Marie Franklin – 0 shares Peter Stuart Allenby Edwards – 0 shares Cheung Ka Ho – 0 shares
	(ii)	Shared power to vote or to direct the vote Morningside Venture Investments Ltd – 5,065,846 shares Frances Anne Elizabeth Richard – 5,065,846 shares Jill Marie Franklin – 5,065,846 shares Peter Stuart Allenby Edwards – 5,065,846 shares Cheung Ka Ho – 5,065,846 shares

CUSIP No. G3710A105

(2)

This statement is filed by: (i) Morningside Venture Investments Ltd, a British Virgin Islands exempted company (“MVIL”), with respect to the Common Stock directly and beneficially owned by it; (ii) Frances Anne Elizabeth Richard, with respect to the Common Stock beneficially owned by her as a result of her position as a director with MVIL; (iii) Jill Marie Franklin, with respect to the Common Stock beneficially owned by her as a result of her position as a director with MVIL; (iv) Peter Stuart Allenby Edwards, with respect to the Common Stock beneficially owned by him as a result of his position as a director with MVIL; and (v) Cheung Ka Ho, with respect to the Common Stock beneficially owned by him as a result of his position as a director with MVIL; (Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”). Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards, and Cheung Ka Ho are the directors of MVIL and share voting and dispositive power with respect to the se curities held by MVIL. Ms. Richard, Ms. Franklin, Mr. Edwards and Mr. Cheung each disclaim beneficial ownership of the securities held by MVIL. MVIL is ultimately wholly beneficially owned by a trust over which Adriel Wenbwo Chan and Wong Yuk Lan share authority to remove the trustee.

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 or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

The information set forth in Item 2 is incorporated herein by reference.

CUSIP No. G3710A105

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.

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. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.

Dated: November 30, 2022

For and on behalf of:

MORNINGSIDE VENTURE INVESTMENTS LIMITED



By:		/s/ Frances Anne Elizabeth Richard
Frances Anne Elizabeth Richard

/s/ Frances Anne Elizabeth Richard

Frances Anne Elizabeth Richard

/s/ Cheung Ka Ho

Cheung Ka Ho

/s/ Jill Marie Franklin

Jill Marie Franklin

/s/ Peter Stuart Allenby Edwards

Peter Stuart Allenby Edwards

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13G (including amendments thereto) jointly on behalf of each such party.


MORNINGSIDE VENTURE INVESTMENTS LIMITED



By:		/s/ Frances Anne Elizabeth Richard
Frances Anne Elizabeth Richard, Director

/s/ Frances Anne Elizabeth Richard

Frances Anne Elizabeth Richard

/s/ Cheung Ka Ho

Cheung Ka Ho

/s/ Jill Marie Franklin

Jill Marie Franklin

/s/ Peter Stuart Allenby Edwards

Peter Stuart Allenby Edwards

Names of Reporting Persons

Morningside Venture Investments Ltd

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands