UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Ambrx Biopharma, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
641871108
(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 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).
| 1 | NAMES OF REPORTING PERSONS | | |
| HOPU Reunion Company Ltd. | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
| (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 | | |
| 1,060,000 | | |
| | |
| 6 | SHARED VOTING POWER | | |
0
| | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
| 1,060,000 | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
0
| | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 1,060,000 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
1.7%(1) | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| CO | | |
| | |
| (1) | Based on 63,150,244 shares of Common Stock (as defined herein) outstanding as of November 9, 2023, as reported by the Issuer (as defined herein) in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 13, 2023. |
| Item 1(a). | Name of Issuer: |
Ambrx Biopharma, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
10975 North Torrey Pines Road
La Jolla, CA 92037
| Item 2(a). | Name of Person Filing: |
HOPU Reunion Company Ltd. (the “Reporting Person”)
| Items 2(b). | Address of Principal Business Office or, if none, Residence: |
Willow House, Cricket Square, Floor 4
Grand Cayman KY1-9010, Cayman Islands
Cayman Islands
| Item 2(d). | Titles of Classes of Securities: |
Common Stock, par value $0.0001 per share (“Common Stock”)
641871108
| 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: |
Not applicable.
(a) Amount beneficially owned:
As of December 31, 2023, the Reporting Person may be deemed the beneficial owner of 1,060,000 shares of Common Stock.
(b) Percent of class:
As of December 31, 2023, the Reporting Person may be deemed the beneficial owner of approximately 1.7% of the shares of Common Stock outstanding (based on 63,150,244 shares of Common Stock outstanding as of November 9, 2023, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Commission on November 13, 2023).
(c) Number of shares as to which the Reporting Person has:
| | (i) | Sole power to vote or to direct the vote: | 1,060,000 | |
| | (ii) | Shared power to vote or to direct the vote: | 0 | |
| | (iii) | Sole power to dispose or to direct the disposition of:
| 1,060,000 | |
| | (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 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.
Not applicable.
SIGNATURES
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 12, 2024 |
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| HOPU REUNION COMPANY LTD. |
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| By: | /s/ Xiaowei Chang |
| Name: | Xiaowei Chang |
| Title: | Director |
