SCHEDULE 13G/A: RA Capital Entities Maintain Significant Stake in NewAmsterdam Pharma, File Amended 13G

RA Capital Management, L.P. and its affiliates have filed an amended Schedule 13G, reaffirming their beneficial ownership of 9.9% of NewAmsterdam Pharma Company N.V.'s Ordinary Shares as of March 31, 2025.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the "Reporting Persons") have filed an Amendment No. 5 to their Schedule 13G.
• As of March 31, 2025, the Reporting Persons collectively beneficially own 11,063,125 Ordinary Shares of NewAmsterdam Pharma Company N.V.
• This aggregate amount represents 9.9% of the issuer's outstanding Ordinary Shares, rounded down from 9.99% due to EDGAR filing system limitations.
• The beneficial ownership percentage is calculated based on 109,817,812 Ordinary Shares outstanding as of February 18, 2025, plus 924,187 Ordinary Shares issuable upon the exercise of warrants.
• RA Capital Healthcare Fund, L.P. directly holds 10,138,938 Ordinary Shares, 333,333 Ordinary Share Warrants, and 4,587,578 Pre-Funded Warrants.
• The warrants include a "Beneficial Ownership Blocker" provision, preventing exercise to the extent that beneficial ownership would exceed 9.99% of outstanding Ordinary Shares.
• The Reporting Persons disclaim status as a "group" for Schedule 13G purposes and state that the securities were not acquired or held for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently indicate positive or negative sentiment regarding the company's performance or prospects.

Risks

• The Beneficial Ownership Blocker provision in the warrants limits the ability of RA Capital Healthcare Fund, L.P. to exercise warrants if it would result in beneficial ownership exceeding 9.99% of the outstanding Ordinary Shares, potentially capping their upside exposure from warrant exercise.

Industry Context

This filing is a standard disclosure of a significant passive investment stake by a healthcare-focused investment firm in a pharmaceutical company. It does not provide specific insights into broader industry trends but reflects continued investor interest in the biotechnology and pharmaceutical sectors.

Related Party Transactions

• The Joint Filing Agreement between RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. facilitates the joint filing of this Schedule 13G/A, indicating their coordinated approach to reporting their beneficial ownership.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake, which can influence market perception and liquidity. The 9.9% stake indicates a substantial, but passive, investment.

Key Dates

Keywords

NewAmsterdam Pharma Company N.V., RA Capital Management, Schedule 13G/A, Beneficial Ownership, Ordinary Shares, Warrants, SEC Filing, Biotechnology, Pharmaceuticals, Investment Fund