|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
NEWAMSTERDAM PHARMA COMPANY N.V. (Name of Issuer) |
Ordinary Shares, nominal value EUR0.12 per share (Title of Class of Securities) |
(CUSIP Number) |
Jennifer Martin 1700 Seventh Ave, Suite 1120, Seattle, WA, 98101 (206) 451-8040 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/18/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Frazier Life Sciences X, L.P. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,329,857.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 6,829,524 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants").
The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Frazier Lifesciences Sponsor LLC | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,968,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 3,801,000 Ordinary Shares and (ii) 167,000 Ordinary Shares that are issuable upon the exercise of Warrants.
The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FHMLS X, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,329,857.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 6,829,524 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of Warrants.
The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FHMLS X, L.L.C. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,329,857.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 6,829,524 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of Warrants.
The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Frazier Life Sciences Public Fund, L.P. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,424,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FHMLSP, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,424,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FHMLSP, L.L.C. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,424,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Frazier Life Sciences XI, L.P. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,319,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FHMLS XI, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,319,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FHMLS XI, L.L.C. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,319,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Frazier Life Sciences XII, L.P. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
365,231.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FHMLS XII, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
365,231.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FHMLS XII, L.L.C. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
365,231.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage listed in row 13 is calculated based on 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
James N. Topper | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,329,857.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 3,801,000 Ordinary Shares held directly by Frazier Lifesciences Sponsor LLC, (ii) 167,700 Ordinary Shares that are issuable upon the exercise of Warrants held directly by Frazier Lifesciences Sponsor LLC, (iii) 3,028,524 Ordinary Shares held directly by Frazier Life Sciences X, L.P. and (iv) 333,333 Ordinary Shares that are issuable upon the exercise of Warrants held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants held collectively by Frazier Lifesciences Sponsor LLC and Frazier Life Sciences X, L.P.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Patrick J. Heron | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,329,857.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares listed in rows 8, 10 and 11 consists of (i) 3,801,000 Ordinary Shares held directly by Frazier Lifesciences Sponsor LLC, (ii) 167,700 Ordinary Shares that are issuable upon the exercise of Warrants held directly by Frazier Lifesciences Sponsor LLC, (iii) 3,028,524 Ordinary Shares held directly by Frazier Life Sciences X, L.P. and (iv) 333,333 Ordinary Shares that are issuable upon the exercise of Warrants held directly by Frazier Life Sciences X, L.P.
The percentage listed in row 13 is calculated based on (i) 119,537,169 Ordinary Shares that were outstanding as of August 3, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants held collectively by Frazier Lifesciences Sponsor LLC and Frazier Life Sciences X, L.P.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value EUR0.12 per share | |
| (b) | Name of Issuer:
NEWAMSTERDAM PHARMA COMPANY N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
Gooimeer 2-35, 1411 , Naarden,
NETHERLANDS
, 1411 DC. | |
Item 1 Comment:
This Amendment No. 7 ("Amendment No. 6") to Schedule 13D amends the statement on Schedule 13D filed on December 2, 2022 (the "Original Schedule 13D") as amended on June 7, 2023, August 15, 2023, February 21, 2024, December 17, 2024, August 20, 2025 and November 4, 2025 (the "Prior Amendments", and together with the Original Schedule 13D and this Amendment No. 7, the "Schedule 13D"). Except as otherwise specified in this Amendment No. 7, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged. All capitalized terms used in this Amendment No. 7 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments. | ||
| Item 2. | Identity and Background | |
| (a) | The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences X, L.P. ("FLS X")
Frazier Lifesciences Sponsor LLC ("Sponsor")
FHMLS X, L.P.
FHMLS X, L.L.C.
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences XII, L.P. ("FLS XII")
FHMLS XII, L.P.
FHMLS XII, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron" and together with Topper, the "Members") | |
| (b) | The address of the principal place of business for each of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite 200B
Palo Alto, CA 94304
| |
| (c) | Item 2(c) is hereby amended and restated in its entirety to read as follows:
The Sponsor's principal business is to act as the sponsor of Frazier Lifesciences Acquisition Corporation, the Issuer's predecessor ("FLAC"), in connection with the initial public offering ("IPO") of FLAC and the Business Combination (as defined below). FLS X, FLS XI, FLSPF and FLS XII are venture capital funds concentrating in life sciences and related fields. The sole business of FHMLS X, L.P. is to serve as general partner of FLS X. The sole business of FHMLS XI, L.L.C. is to serve as general partner of FHMLS X, L.P. The sole business of FHMLS XI, L.P. is to serve as general partner of FLS XI. The sole business of FHMLS XI, L.L.C. is to serve as general partner of FHMLS XI, L.P. The sole business of FHMLSP, L.P. is to serve as general partner of FLSPF. The sole business of FHMLSP, L.L.C. is to serve as general partner of FHMLSP, L.P. The sole business of FHMLS XII, L.P. is to serve as general partner of FLS XII. The sole business of FHMLS XII, L.L.C. is to serve as general partner FHMLS XII, L.P. The principal business of the Members is to manage FLS X, FLSPF, FLS XI, FLS XII, FHMLS X, L.P., FHMLS X, L.L.C., FHMLSP, L.P., FHMLSP, L.L.C., FHMLS XI, L.P., FHMLS XI, L.L.C., FHMLS XII, L.P., FHMLS XII, L.L.C., and a number of affiliated partnerships with similar businesses. FLS X is also the sole member of the Sponsor and Mr. Topper serves as a manager of the Sponsor.
| |
| (f) | The information contained in row 6 of each Reporting Person's cover page to this Schedule 13D is incorporated by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to incorporate Item 5(c) hereof.
| ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5.
FLS X directly holds 3,028,524 Ordinary Shares and 333,333 warrants ("Warrants") to acquire an equivalent number of Ordinary Shares (collectively, the "FLS X Shares"). FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the FLS X Shares.
Sponsor directly holds 3,801,000 Ordinary Shares and 167,000 Warrants (the "Sponsor Shares"). FLS X is the sole member of Sponsor. FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the Sponsor Shares.
FLSPF directly holds 10,424,224 Ordinary Shares (the "FLSPF Shares"). FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF.
FLS XI directly holds 1,319,923 Ordinary Shares (the "FLS XI Shares"). FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI.
FLS XII directly holds 365,231 Ordinary Shares (the "FLS XII Shares"). FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII.
Except as specifically stated herein, the filing of this Schedule 13D shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g). | |
| (c) | Except as set forth on Exhibit 10.1 of this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares during the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10.1 Transactions Relating to the Ordinary Shares of the Issuer During the Past Sixty (60) Days
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13D/A filed on November 5, 2025) | ||
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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.
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EXHIBIT 10.1
Transactions Relating to the Ordinary Shares of the Issuer During the Past Sixty (60) Days
The following table sets forth all transactions relating to the Ordinary Shares of the Issuer that were effected during the past sixty (60) days by the applicable Reporting Person.
Reporting Person Name | Date of Event | Type of Transaction | Number of Shares | Weighted Average Price | Low Price | High Price |
FLSPF | 9/8/2026 | Purchase | 92,220 | $25.1950 | $24.68 | $25.50 |
FLS XI | 9/8/2026 | Purchase | 1,210 | $25.1950 | $24.68 | $25.50 |
FLS XII | 9/8/2026 | Purchase | 6,570 | $25.1950 | $24.68 | $25.50 |
FLSPF | 9/9/2026 | Purchase | 119,619 | $22.7696 | $22.34 | $23.335 |
FLS XI | 9/9/2026 | Purchase | 1,569 | $22.7696 | $22.34 | $23.335 |
FLS XII | 9/9/2026 | Purchase | 8,522 | $22.7696 | $22.34 | $23.335 |
FLSPF | 9/9/2026 | Purchase | 18,711 | $23.6256 | $23.34 | $24.045 |
FLS XI | 9/9/2026 | Purchase | 246 | $23.6256 | $23.34 | $24.045 |
FLS XII | 9/9/2026 | Purchase | 1,333 | $23.6256 | $23.34 | $24.045 |
FLSPF | 9/9/2026 | Purchase | 46,110 | $24.5308 | $24.365 | $24.645 |
FLS XI | 9/9/2026 | Purchase | 605 | $24.5308 | $24.365 | $24.645 |
FLS XII | 9/9/2026 | Purchase | 3,285 | $24.5308 | $24.365 | $24.645 |
FLSPF | 9/10/2026 | Purchase | 89,827 | $22.3614 | $21.805 | $22.80 |
FLS XI | 9/10/2026 | Purchase | 1,179 | $22.3614 | $21.805 | $22.80 |
FLS XII | 9/10/2026 | Purchase | 6,400 | $22.3614 | $21.805 | $22.80 |
FLSPF | 9/10/2026 | Purchase | 2,393 | $22.8579 | $22.81 | $22.935 |
FLS XI | 9/10/2026 | Purchase | 31 | $22.8579 | $22.81 | $22.935 |
FLS XII | 9/10/2026 | Purchase | 170 | $22.8579 | $22.81 | $22.935 |
FLSPF | 9/14/2026 | Purchase | 92,220 | $22.6765 | $22.57 | $22.80 |
FLS XI | 9/14/2026 | Purchase | 1,210 | $22.6765 | $22.57 | $22.80 |
FLS XII | 9/14/2026 | Purchase | 6,570 | $22.6765 | $22.57 | $22.80 |
FLSPF | 9/15/2026 | Purchase | 92,220 | $21.4052 | $21.08 | $22.065 |
FLS XI | 9/15/2026 | Purchase | 1,210 | $21.4052 | $21.08 | $22.065 |
FLS XII | 9/15/2026 | Purchase | 6,570 | $21.4052 | $21.08 | $22.065 |
FLSPF | 9/16/2026 | Purchase | 92,220 | $21.1853 | $21.08 | $21.31 |
FLS XI | 9/16/2026 | Purchase | 1,210 | $21.1853 | $21.08 | $21.31 |
FLS XII | 9/16/2026 | Purchase | 6,570 | $21.1853 | $21.08 | $21.31 |
FLSPF | 9/17/2026 | Purchase | 46,110 | $21.8749 | $21.54 | $21.91 |
FLS XI | 9/17/2026 | Purchase | 605 | $21.8749 | $21.54 | $21.91 |
FLS XII | 9/17/2026 | Purchase | 3,285 | $21.8749 | $21.54 | $21.91 |
FLSPF | 9/18/2026 | Purchase | 79,684 | $21.7194 | $21.40 | $22.3953 |
FLS XI | 9/18/2026 | Purchase | 1,046 | $21.7194 | $21.40 | $22.3953 |
FLS XII | 9/18/2026 | Purchase | 5,677 | $21.7194 | $21.40 | $22.3953 |
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FLSPF | 9/18/2026 | Purchase | 12,536 | $22.4361 | $22.40 | $22.47 |
FLS XI | 9/18/2026 | Purchase | 164 | $22.4361 | $22.40 | $22.47 |
FLS XII | 9/18/2026 | Purchase | 893 | $22.4361 | $22.40 | $22.47 |
Each of FLSPF, FLS XI and FLS XII undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.