SCHEDULE 13G/A: RA Capital Management Affiliates Maintain 9.9% Stake in NewAmsterdam Pharma, File Amended Passive Ownership Disclosure

RA Capital Management, along with Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P., have filed an amended Schedule 13G/A, confirming their continued beneficial ownership of 9.9% of NewAmsterdam Pharma Company N.V.'s Ordinary Shares as of December 31, 2024.

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. 4 to their Schedule 13G.
• As of December 31, 2024, the Reporting Persons collectively beneficially own 10,875,454 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 includes 8,845,000 Ordinary Shares directly held by RA Capital Healthcare Fund, L.P., and rights to acquire an additional 6,214,911 Ordinary Shares through warrants (333,333 Ordinary Share Warrants and 5,881,578 Pre-Funded Warrants).
• A "Beneficial Ownership Blocker" provision in the warrants prevents exercise to the extent that, following exercise, the Fund and its affiliates would own more than 9.99% of the outstanding Ordinary Shares.
• The Reporting Persons disclaim status as a "group" for purposes of this Schedule 13G and state that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: The document is a factual, regulatory disclosure of beneficial ownership. It does not contain positive or negative operational or financial news, thus a neutral sentiment score is appropriate.

Risks

• The 'Beneficial Ownership Blocker' in the warrants limits the ability of RA Capital Healthcare Fund, L.P. and its affiliates to increase their ownership beyond 9.99% of NewAmsterdam Pharma Company N.V.'s outstanding Ordinary Shares, potentially restricting future investment flexibility or influence.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the issuer's operations or financial performance. It is a disclosure of passive beneficial ownership.

Industry Context

This filing is a routine disclosure by a significant institutional investor in a pharmaceutical company. It indicates continued passive investment interest in NewAmsterdam Pharma Company N.V., a common practice for investment funds specializing in healthcare or biotechnology sectors. The 9.9% stake is a notable position, often maintained below 10% to avoid more stringent reporting requirements (e.g., Schedule 13D).

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's passive stake, confirming continued investment interest without intent to influence control. The beneficial ownership blocker ensures the investor remains below a certain threshold, which might be viewed positively by some as it limits potential activist pressure.
• Company Management: Awareness of a large, passive institutional holder, which can be a source of stability in the shareholder base.

Key Dates

Keywords

RA Capital Management, NewAmsterdam Pharma Company N.V., Schedule 13G/A, Beneficial Ownership, Ordinary Shares, Warrants, Passive Investment, Institutional Investor, Biotechnology, Pharmaceuticals