0000950170-24-021668 | 10-K | XBRL Viewer | Newamsterdam Pharma Co NV

Opening balance as of November 22, 2022 (inception)

Change in fair value recognized through earnings

Balance on December 31, 2022

Income Taxes - Schedule of Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S.	$ (107,555)	$ (604)	$ (13,542)
Netherlands	(69,355)	(22,030)	(28,243)
Loss before tax	$ (176,910)	$ (22,634)	$ (41,785)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

FLAC Merger	12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]
FLAC Merger	Note 3. FLAC Merger Prior to November 22, 2022, NewAmsterdam Pharma Company N.V. was a shell company with no active trade or business, and all relevant assets and liabilities, as well as income and expenses, were borne by NewAmsterdam Pharma Holding B.V. FLAC was a special purpose acquisition company (“SPAC”) incorporated on October 7, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or a similar business combination. FLAC completed its initial public offering on December 11, 2020 and listed on the Nasdaq. On July 25, 2022, FLAC entered into a Business Combination Agreement (“Business Combination Agreement”) with NewAmsterdam Pharma Holding B.V., the Company, and NewAmsterdam Pharma Investment Corporation, a Cayman Islands exempted company and wholly owned subsidiary of the Company. On November 22, 2022 (the “Closing Date”), Pursuant to the terms of the Business Combination Agreement, the following transactions occurred (collectively, the “Business Combination”). • On the date prior to the Closing Date, the shareholders of NewAmsterdam Pharma Holding B.V. (“Participating Shareholders”) exchanged their interest for Ordinary Shares such that the Company became the direct parent of NewAmsterdam Pharma Holding B.V. (the “Exchange”). In connection with the Exchange, 17,016,872 NewAmsterdam Pharma Holding B.V. shares of €0.01 par value were exchanged at a ratio of approximately 2.13 for 36,258,312 Ordinary Shares, €0.12 par value per share. • Immediately after giving effect to the Exchange, a subsidiary of the Company merged with and into FLAC (the “Merger”), with FLAC surviving as a wholly owned subsidiary of the Company. • Immediately following the Merger, each outstanding warrant to purchase a Class A ordinary share, par value $0.0001 per share, of FLAC became a warrant to purchase one Ordinary Share, on the same contractual terms which resulted in the issuance of 167,000 private placement warrants and 4,600,000 public warrants (collectively, the “Warrants”). • Each NewAmsterdam Pharma Holding B.V. option that was outstanding and unexercised remained outstanding, and to the extent unvested, such option will continue to vest in accordance with its applicable terms, and at the time of the Exchange, such NewAmsterdam Pharma Holding B.V. options became options to purchase, and will when exercised be settled in Ordinary Shares. • In addition to the transactions described above, 8,656,330 Ordinary Shares were issued to Saga Investments Coöperatief U.A. (“Amgen”) and Mitsubishi Tanabe Pharma Corporation (“MTPC”) pursuant to their profit rights granted upon the acquisition of Dezima Pharma B.V. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting FLAC was treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, NewAmsterdam Pharma Holding B.V.'s shareholders had the majority of the voting power of the combined entity, NewAmsterdam Pharma Holding B.V. comprised all of the ongoing operations of the combined entity, NewAmsterdam Pharma Holding B.V.’s shareholders had the ability to appoint a majority of the governing body of the combined entity, and NewAmsterdam Pharma Holding B.V.’s senior management comprised all of the senior management of the combined entity. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Company, immediately following the Exchange, issuing shares for the net assets of FLAC. As of the Closing Date the net assets of FLAC totaled $67.9 million which consisted of $71.9 million of cash, less liabilities assumed of $4.0 million. The Company provided consideration with fair value of $130.1 million in the form of Ordinary Shares. The difference between consideration paid and net assets acquired is recorded within additional paid in capital. No goodwill or intangibles were recorded. Operations prior to the Business Combination are those of NewAmsterdam Pharma Holding B.V. Following the Merger, upon the achievement of a certain clinical development milestone, the Company will issue to the Participating Shareholders, Amgen, MTPC and holders of options to purchase shares of NewAmsterdam Pharma Holding B.V. prior to the closing of the Business Combination, who were directors, officers, employees or consultants of NewAmsterdam Pharma as of the date of the Business Combination Agreement and who are at the time of achievement of such milestone still providing services to the Company (the “Participating Optionholders”), 1,886,137 additional Ordinary Shares (the “Earnout Shares”), which in the case of the Participating Optionholders will take the form of awards of restricted stock units. The Company raised an additional $234.6 million in net equity proceeds through a private placement of Ordinary Shares with existing shareholders of NewAmsterdam Pharma Holding B.V., FLAC and other new investors (the “PIPE Financing”). Both the Merger and PIPE Financing closed as of November 22, 2022. Upon consummation of the transactions, the Company’s Ordinary Shares began trading on the Nasdaq under the ticker NAMS. The Public Warrants are traded under the ticker NAMSW. The Company also amended existing share-based compensation agreements held by employees of NewAmsterdam Pharma Holding B.V. prior to the Merger in addition to making additional share-based payments.

FLAC Merger

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

FLAC Merger

Note 3. FLAC Merger

Prior to November 22, 2022, NewAmsterdam Pharma Company N.V. was a shell company with no active trade or business, and all relevant assets and liabilities, as well as income and expenses, were borne by NewAmsterdam Pharma Holding B.V. FLAC was a special purpose acquisition company (“SPAC”) incorporated on October 7, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or a similar business combination. FLAC completed its initial public offering on December 11, 2020 and listed on the Nasdaq.

On July 25, 2022, FLAC entered into a Business Combination Agreement (“Business Combination Agreement”) with NewAmsterdam Pharma Holding B.V., the Company, and NewAmsterdam Pharma Investment Corporation, a Cayman Islands exempted company and wholly owned subsidiary of the Company.

On November 22, 2022 (the “Closing Date”), Pursuant to the terms of the Business Combination Agreement, the following transactions occurred (collectively, the “Business Combination”).

•

On the date prior to the Closing Date, the shareholders of NewAmsterdam Pharma Holding B.V. (“Participating Shareholders”) exchanged their interest for Ordinary Shares such that the Company became the direct parent of NewAmsterdam Pharma Holding B.V. (the “Exchange”). In connection with the Exchange, 17,016,872 NewAmsterdam Pharma Holding B.V. shares of €0.01 par value were exchanged at a ratio of approximately 2.13 for 36,258,312 Ordinary Shares, €0.12 par value per share.

•

Immediately after giving effect to the Exchange, a subsidiary of the Company merged with and into FLAC (the “Merger”), with FLAC surviving as a wholly owned subsidiary of the Company.

•

Immediately following the Merger, each outstanding warrant to purchase a Class A ordinary share, par value $0.0001 per share, of FLAC became a warrant to purchase one Ordinary Share, on the same contractual terms which resulted in the issuance of 167,000 private placement warrants and 4,600,000 public warrants (collectively, the “Warrants”).

•

Each NewAmsterdam Pharma Holding B.V. option that was outstanding and unexercised remained outstanding, and to the extent unvested, such option will continue to vest in accordance with its applicable terms, and at the time of the Exchange, such NewAmsterdam Pharma Holding B.V. options became options to purchase, and will when exercised be settled in Ordinary Shares.

•

In addition to the transactions described above, 8,656,330 Ordinary Shares were issued to Saga Investments Coöperatief U.A. (“Amgen”) and Mitsubishi Tanabe Pharma Corporation (“MTPC”) pursuant to their profit rights granted upon the acquisition of Dezima Pharma B.V.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting FLAC was treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, NewAmsterdam Pharma Holding B.V.'s shareholders had the majority of the voting power of the combined entity, NewAmsterdam Pharma Holding B.V. comprised all of the ongoing operations of the combined entity, NewAmsterdam Pharma Holding B.V.’s shareholders had the ability to appoint a majority of the governing body of the combined entity, and NewAmsterdam Pharma Holding B.V.’s senior management comprised all of the senior management of the combined entity. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Company, immediately following the Exchange, issuing shares for the net assets of FLAC. As of the Closing Date the net assets of FLAC totaled $67.9 million which consisted of $71.9 million of cash, less liabilities assumed of $4.0 million. The Company provided consideration with fair value of $130.1 million in the form of Ordinary Shares. The difference between consideration paid and net assets acquired is recorded within additional paid in capital. No goodwill or intangibles were recorded. Operations prior to the Business Combination are those of NewAmsterdam Pharma Holding B.V.

Following the Merger, upon the achievement of a certain clinical development milestone, the Company will issue to the Participating Shareholders, Amgen, MTPC and holders of options to purchase shares of NewAmsterdam Pharma Holding B.V. prior to the closing of the Business Combination, who were directors, officers, employees or consultants of NewAmsterdam Pharma as of the date of the Business Combination Agreement and who are at the time of achievement of such milestone still providing services to the Company (the “Participating Optionholders”), 1,886,137 additional Ordinary Shares (the “Earnout Shares”), which in the case of the Participating Optionholders will take the form of awards of restricted stock units.

The Company raised an additional $234.6 million in net equity proceeds through a private placement of Ordinary Shares with existing shareholders of NewAmsterdam Pharma Holding B.V., FLAC and other new investors (the “PIPE Financing”).

Both the Merger and PIPE Financing closed as of November 22, 2022. Upon consummation of the transactions, the Company’s Ordinary Shares began trading on the Nasdaq under the ticker NAMS. The Public Warrants are traded under the ticker NAMSW. The Company also amended existing share-based compensation agreements held by employees of NewAmsterdam Pharma Holding B.V. prior to the Merger in addition to making additional share-based payments.

Share-Based Compensation - Summary of Stock Options Outstanding (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of options, beginning balance \| shares	11,146,861
Number of options, granted \| shares	6,829,024
Number of options, exercised \| shares	(160,247)
Number of options, forfeited \| shares	(2,032,129)
Number of options, ending balance \| shares	15,783,509
Number of options, exercisable \| shares	5,230,531
Weighted average exercise price, beginning balance \| $ / shares	$ 6.71
Weighted average exercise price, granted \| $ / shares	10.63
Weighted average exercise price, exercised \| $ / shares	1.81
Weighted average exercise price, forfeited \| $ / shares	10.51
Weighted average exercise price, ending balance \| $ / shares	7.98
Weighted average exercise price, exercisable \| $ / shares	$ 4.08
Weighted average remaining contractual term (in years)	8 years 8 months 12 days
Weighted average remaining contractual term (in years), exercisable	8 years
Aggregate intrinsic value \| $	$ 50,796
Aggregate intrinsic value, exercisable \| $	$ 37,101

Share-Based Compensation - Summary of Share-based Compensation As Classified In The Consolidated Statement Of Operations And Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	$ 24,572	$ 4,178	$ 1,212
Selling, General and Administrative Expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	10,051	1,770	335
Research and Development Expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	$ 14,521	$ 2,408	$ 877

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to the applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board ("FASB"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, after elimination of intercompany accounts and transactions.

Prior to 2023, the Company prepared its financial statements in accordance with the International Financial Reporting Standards as issued by the International Accounting Standard Board (“IFRS”) as permitted in the United States based on the Company’s qualification as a foreign private issuer under the rules and regulations of the SEC. In connection with the loss of the Company’s status as a foreign private issuer effective on January 1, 2024, the Company, as a domestic filer, prepared these financial statements in accordance with U.S. GAAP. The transition to U.S. GAAP was made retrospectively for all periods from the Company’s inception.

Functional and Reporting Currency

The functional currency of the Company and its subsidiaries has historically been EUR. The Company reassessed its functional currency and determined the United States Dollar (“USD” or “$”) to be the functional currency of the Company and its subsidiaries beginning January 1, 2023. Significant elements involved in the determination of the functional currency change include a shift in the Company’s sources of financing from EUR to USD given its access to the U.S. public market and an increase of operating costs incurred in USD due to Phase III trials taking place predominantly in the United States, among other factors. Given these significant changes, management concluded that the majority of the factors supported the determination of the USD as the functional currency.

Due to the loss of the Company’s status as a foreign private issuer effective on January 1, 2024, the Company, as a domestic filer, changed its reporting currency from EUR to U.S. dollar. The change in reporting currency was applied retrospectively. Financial statements for all periods have been recast into U.S. Dollars.

Consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has a controlling financial interest either through variable interest or through voting interest. Currently, the Company has no involvement with variable interest entities and all subsidiaries are wholly-owned. Intercompany transactions, balances, income, and expenses are eliminated in consolidation. Profits and losses resulting from intercompany transactions that are recognized in assets are also eliminated.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, assumptions related to the Company’s revenue recognition, accrual of research and development expenses, valuation of stock option awards and valuation of derivative instruments. The Company based its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under U.S. GAAP either upon initial recognition or for subsequent accounting and reporting. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

For assets and liabilities that are recognized in the consolidated financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole), at the end of each reporting period.

Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Accordingly, the Company has one operating segment and, therefore, one reportable segment, which comprises the discovery, development and commercialization of transformative therapies for cardio-metabolic diseases.

Cash

Cash comprises checking and savings deposits. The carrying amount of these assets is approximately equal to their fair value due to their short-term nature. The Company maintains certain deposits which exceed the amounts covered by insurance provided by the government of the country in which the deposits are held. The Company has not experienced any losses related to amounts held in excess of such limits. The Company does not hold any cash equivalents.

Property Plant and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method and is recorded in Selling, general, and administrative expense over the estimated useful lives of the assets. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon disposal of an asset, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss on the transaction is recognized.

The estimated useful lives of property and equipment are as follows:


		Estimated Useful Life (in years)
Computer equipment		5
Office furniture and equipment		5

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from the expected future cash flows (undiscounted and without interest expense) of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss for the difference between the estimated fair value and carrying value is recorded. To date, the Company has not recorded any material impairment losses on long-lived assets.

Leases

In accordance with ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”), the Company classifies leases at the lease commencement date. At the inception of an arrangement, the Company determines whether the

arrangement is or contains a lease based on the circumstances present. Leases with a term greater than one year will be recognized on the consolidated balance sheets as right-of-use assets (“ROU”), lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease in the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU are recorded based on the present values of lease payments over the terms. The Company determines the discount rate based on the implicit rate in the contract and if not readily determinable, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as incurred. Lease contracts do not include residual value guarantees nor do they include restrictions or other covenants. Certain adjustments to ROUs may be required for items such as initial direct costs paid, incentives received, or lease prepayments. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU. Lease agreements with a noncancelable term of less than 12 months and no purchase option that the Company is reasonably certain to exercise are not recorded on the Company’s consolidated balance sheet. Costs related to such lease agreements are operating cash flows and recorded in selling, general and administrative expenses.

Derivative Warrants Liability

The Company accounts for the public warrants and private placement warrants in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, under which the public warrants and private placement warrants do not meet the criteria for equity treatment and must be recorded as liabilities carried at fair value. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as (expense)/income in the consolidated statements of operations and comprehensive loss. The public warrants are valued based on the quoted market price as of each relevant reporting date, which is a Level 1 fair value measurement. The private warrants were initially and subsequently determined to have value equal to the public warrants as the terms of the instruments are substantially equivalent. The valuation of the private warrants is considered to be a Level 2 fair value measurement.

Derivative Earnout Liability

The Company accounts for the Earnout Shares (as defined below) allocated to Participating Shareholders (as defined below) in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, under which the Earnout Shares allocated to Participating Shareholders do not meet the criteria for equity treatment and must be recorded as liabilities carried at fair value. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as (expense)/income in the consolidated statements of operations and comprehensive loss. The liability is valued utilizing the Black-Scholes model, taking into account the probability of achieving the applicable milestone. The valuation of the Earnout Shares allocated to Participating Shareholders is considered to be a Level 3 fair value measurement.

Convertible Debt and Embedded Redemption Features

Convertible debt and embedded redemption features

On July 2, 2020, the Company, as borrower, entered into an unsecured convertible loan agreement (the “Convertible Loan Agreement”) which granted the Company up to € 17 million, available over three tranches, with Forbion Capital Fund IV, Forbion Capital Fund II and Michael Davidson.

The Company evaluated each of the embedded redemption features, as defined in the Convertible Loan Agreement, under ASC 815, Derivatives and Hedging, to determine whether they required bifurcation. The Company determined that the redemption features were required to be bifurcated and accounted for separately as derivative financial instruments because they were not clearly and closely related to the host debt instrument.

The bifurcation of the embedded derivative liability created a discount to the debt host carried at amortized cost. The discount was accreted to the contractual maturity date using the effective interest rate model. This liability was subject to re-measurement at each balance sheet date until maturity, and any change in fair value recognized as (expense)/income in the consolidated statements of operations and comprehensive loss.

On January 7, 2021, the Company closed a funding round to raise up to € 160 million in equity financing, set to occur in two tranches. As a result, € 11.7 million in outstanding principal and unpaid interest from the convertible debt was extinguished and converted into 1,111,115 Series A preferred shares. Extinguishment accounting was applied with the difference between the value of the convertible debt (including the embedded derivative feature) and the value of the Series A Preferred Shares recorded as (expense)/income in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021.

Tranche Rights

On December 30, 2020, we entered into the Series A Subscription Agreement to issue Series A Preferred Shares for up to an aggregate amount of €160 million, occurring in two tranches. The first tranche closed in January 2021 (the “First Closing”). The Series A subscription agreement entitled us to cause the investors to subscribe for the second tranche Series A Preferred Shares upon the occurrence of certain clinical development and business development milestones.

As part of the Series A subscription agreement, investors are entitled to participate in the second tranche earlier, if they elect. This tranche right was determined to be a “freestanding financial instrument” as defined in the ASC Master Glossary because the tranche rights were transferable, and they do not need to be transferred with the related Series A shares. Further, when tranche rights are exercised, Series A shares held by investors remain outstanding. Management assessed the freestanding financial instrument under ASC 480, Distinguishing Liabilities from Equity, and determined that the tranche rights should be accounted for as a liability at fair value and revalued at each reporting period until settlement, with changes in the fair value recorded in the consolidated statements of operations and comprehensive loss. This determination was made because the tranche rights are exercisable at the investor’s election, and therefore future issuance of Series A shares were a contingent event that was not in the Company’s control.

We issued the second tranche of Series A Preferred Shares in February 2022. This exercise of the tranche rights resulted in cash proceeds to the company, derecognition of the tranche right liability, and Series A Preferred Shares recognized at fair value, with the difference recorded to the consolidated statements of operations and comprehensive loss.

Profit Rghts - Dezima Acquisition

Profit rights - Dezima acquisition

On April 9, 2020, the Company entered into a purchase agreement with Saga Investments Coöperatief U.A., an affiliate of Amgen (“Amgen”) (the “2020 SPA”), to acquire all of the outstanding share capital of Dezima, a company whose principal activity was to develop compounds that treat cardiovascular disease related to dyslipidemia. The principal reason for this acquisition was to secure the intellectual property, licensing and know-how of the patented drug Obicetrapib and the in-process research and development (“IPR&D”). The Company paid consideration of €1 for the IPR&D asset and could potentially make an additional contingent payment depending on future qualifying exit events, if they occurred. In connection with the 2020 SPA, the Company and Amgen entered into a profit right and waiver agreement with Mitsubishi Tanabe Pharma Corporation (“MTPC”) (the “Profit Right Agreement”) in consideration for the waiver of certain rights held by MTPC prior to the Dezima transaction.

The Company evaluates acquisitions of assets and other similar transactions in accordance with ASC 805, Business Combinations, to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. The acquisition of Dezima was accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired is concentrated in the IPR&D of Obicetrapib. Additionally, the Company determined that as of the acquisition date, the IPR&D did not have an alternative future

use by which the economic benefits could be anticipated and estimated. Therefore, it did not meet the definition of an asset and was expensed as incurred.

The aggregate contingent consideration to be paid to Amgen and MTPC would become payable upon a traditional underwritten public offering or an exit event, as defined in the 2020 SPA. These rights were recognized as a contingent consideration liability. Contingent consideration in an asset acquisition is measured and recognized when payment becomes probable and a reliable estimate can be made. Subsequent changes in the accrued amount of contingent consideration are measured and recognized at the end of each reporting period and upon settlement as an adjustment to the cost basis of the acquired asset or group of assets. However, as the acquired asset in the Dezima transaction was IPR&D with no alternative future use, any adjustment to the cost is expensed during the period and not capitalized.

The execution of the Menarini License, in combination with the FLAC Merger, qualified as an exit event pursuant to the 2020 SPA. As a result, on the Closing Date, pursuant to the Profit Right Agreement, Amgen and MTPC each received their respective contingent payments in the form of Ordinary Shares. Immediately prior to the closing of the Business Combination, the value of the financial liability was adjusted to equal the fair value of the Ordinary Shares to be issued to Amgen and MPTC at the closing of the Business Combination with the change in fair value recognized through earnings in the consolidated statement of operations and comprehensive loss. Finally, the liability was derecognized with the corresponding offset to equity to record the issuance of the Ordinary Shares to Amgen and MTPC.

Revenue Recognition

The Company recognizes revenue in accordance with FASB Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and subsequent amendments (collectively, “ASC 606”).

Under ASC 606, to determine the recognition of revenue, the Company performs the following five steps:

identify the contract(s) with the customer;

identify the performance obligations in the in the contract;

determine the transaction price;

allocate the transaction price to the performance obligations in the contract; and

recognize revenue when (or as) the Company satisfies a performance obligation.

The Company performs an analysis to identify the performance obligations for its license agreement. Where a license agreement comprises several promises, it must be assessed whether these promises are capable of being distinct within the context of the contract. Promised goods or services are considered distinct when: (i) the customer can benefit from the good or service on its own or together with other readily available resources, and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on their own and whether the required expertise is readily available. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises, and whether it is separately identifiable from the remaining promises.

The Company estimates the transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. The consideration may include both fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of the potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate variable consideration to include in the transaction price based on which method better predicts the amount of consideration

expected to be received. The amount included in the transaction price is constrained to the amount for which it is highly probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.

After the transaction price is determined, it is allocated to the identified performance obligations based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, probabilities of technical and regulatory success and the estimated costs. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amounts the Company would expect to receive for each performance obligation.

Revenue is recognized when the customer obtains control of the goods and/or services as provided in the license agreement. The control can be transferred over time or at a point in time – which results in the recognition of revenue over time or at a point in time. The Company recognizes revenue over time as the customer simultaneously receive the benefits provided by the Company’s performance, satisfied over time.

Upfront licensing payments are recognized as revenue at the point in time when the Company transfers control of the license only if the license is determined to be a separate performance obligation from other undelivered performance obligations. Contingent development costs and milestone payments are generally included in the transaction price at the amount stipulated in the respective agreement and recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

The Company will recognize royalty revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied)

Research and Development Expense

Research and development costs are recognized as an expense when incurred and are typically made up of clinical and preclinical activities, drug development and manufacturing costs, and include costs for clinical research organizations and investigative sites. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as information provided by vendors on their actual costs incurred. The determination of the level of services performed by the vendors and the associated expenditure incurred for the services provided is made at each balance sheet date.

Quantification of the research and development expenses incurred during the period requires judgment based on key estimates comprising of non-financial data, because the progress of activities is not directly observable and therefore the precise timing of the research and development activities may not be entirely certain. In estimating progress toward completion of specific tasks, the Company therefore uses non-financial data such as number of patient screenings, patient visits, patient enrollment, clinical site activations and vendor information of actual costs incurred. This data is obtained through reports from outside service providers as to the progress or state of completion of trials or the completion of services and reviewed by Company personnel.

The costs of intangibles that are purchased from others for a particular research and development project and that have no alternative future uses are expensed as research and development costs at the time the costs are incurred or at the time when no alternative future use is identified.

Selling, General and Administrative Expenses

Expenses are recognized on the accrual basis when incurred.

Personnel Expenses

Wages and salaries, social security contributions, payroll taxes, bonuses, and other employee benefits are recognized on the accrual basis in which the employee provides the associated services.

The Company’s pension plans are classified as defined contribution plans, and, accordingly, no pension obligations are recognized in the balance sheet. Costs relating to defined contribution plans are included in the statement of operations and comprehensive loss in the period in which they are incurred, and outstanding contributions are included in trade and other payables.

Share-Based Compensation

The Company accounts for its share-based compensation in accordance with ASC 178 – Compensation – Stock Compensation. Share-based compensation is measured based on the grant date fair value of the equity awards using the Black-Scholes option pricing model. Share-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards. Forfeitures and modifications are accounted for as they occur. The Company classifies share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of Ordinary Shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

Foreign Currency and Currency Translation

Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency at exchange rates prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods.

Prior to January 1, 2023 the functional currency of the Company and its subsidiaries was the Euro. The reporting currency of the Company is USD. The Company translated assets and liabilities in prior periods at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the exchange rate prevailing at the date of the transaction. Unrealized translation gains and losses are recorded as cumulative translation adjustments which are included in the Company’s balance sheet within accumulated other comprehensive income (loss).

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which requires entities to enhance disclosures around segment reporting. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" which requires entities to enhance disclosures around income taxes. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Defined Contribution Plan, Employer Matching Contribution	100.00%
Employee contribution	50.00%
Employer matching contribution, percent of employees' gross pay	3.00%
Defined contribution plan, employer matching additional contribution upon employee, percent	2.00%
Defined Contribution Plan, Cost	$ 120	$ 70	$ 40

Income Taxes - Schedule of Effective Tax Rate (Details)	12 Months Ended
Income Taxes - Schedule of Effective Tax Rate (Details)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax at the federal statutory rate	25.80%	25.80%	25.80%
Foreign rate differential	(2.94%)	(0.13%)	(1.56%)
State taxes, net of federal benefit	0.71%	(0.03%)
FDII deduction		0.24%
Warrants	(1.50%)	(1.19%)
Tax credits	5.31%	0.73%
Transaction costs		24.59%
Share listing expense		6.96%	7.63%
Change in valuation allowance	(27.40%)	(57.30%)	(31.86%)
Other		0.33%	(0.01%)
Effective tax rate	(0.02%)	0.00%	0.00%

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 340,450	$ 467,728
Prepayments and other receivables	6,341	10,251
Total current assets	346,791	477,979
Property, plant and equipment, net	46	34
Operating right of use asset	55	120
Intangible assets	170	208
Long term prepaid expenses	35	156
Total assets	347,097	478,497
Current liabilities:
Accounts payable	16,923	11,853
Accrued expenses and other current liabilities	11,398	6,117
Deferred revenue, current	8,942	13,874
Lease liability, current	60	66
Derivative warrant liabilities	12,574	4,147
Total current liabilities	49,897	36,057
Deferred revenue, net of current portion	1,019	4,792
Lease liability, net of current portion		60
Derivative earnout liability	7,788	7,522
Total liabilities	58,704	48,431
Commitments and contingencies (Note 13)
Shareholders' Equity (deficit):
Ordinary shares	10,173	10,055
Additional paid-in capital	590,771	555,625
Accumulated loss	(316,973)	(140,036)
Accumulated other comprehensive income (loss)	4,422	4,422
Total shareholders' equity	288,393	430,066
Total liabilities and shareholders' equity (deficit)	$ 347,097	$ 478,497

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Feb. 16, 2024	Jan. 01, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Share options exercise price			$ 10.63
Subsequent Event
Subsequent Event [Line Items]
Granted options ordinary shares to employee and directors		3,362,748
Contractual term		10 years
Share options exercise price		$ 11.17
Subsequent Event \| Pre-Funded Warrants
Subsequent Event [Line Items]
Number of warrants to purchase of ordinary shares	4,736,841
Share price	$ 18.9999
Exercise price of pre-funded warrant	$ 0.0001
Subsequent Event \| Underwritten Public Offering
Subsequent Event [Line Items]
Ordinary shares issued	5,871,909
Offering price	$ 19.00
Shares issued	5,871,909
Ordinary shares issued and sold in offering	1,383,750
Net proceeds from offering	$ 189.8

Fair Value Measurements - Summary of Financial Liabilities Recognized at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Financial Liabilities Fair Value Disclosure [Abstract]
Total financial liabilities	$ 20,362	$ 11,669
Derivative
Financial Liabilities Fair Value Disclosure [Abstract]
Derivative earnout liability	7,788	7,522
Derivative \| Public Warrants
Financial Liabilities Fair Value Disclosure [Abstract]
Total financial liabilities	12,051	4,002
Derivative \| Private Placement Warrants
Financial Liabilities Fair Value Disclosure [Abstract]
Total financial liabilities	523	145
Level 1
Financial Liabilities Fair Value Disclosure [Abstract]
Total financial liabilities	12,051	4,002
Level 1 \| Derivative \| Public Warrants
Financial Liabilities Fair Value Disclosure [Abstract]
Total financial liabilities	12,051	4,002
Level 2
Financial Liabilities Fair Value Disclosure [Abstract]
Total financial liabilities	523	145
Level 2 \| Derivative \| Private Placement Warrants
Financial Liabilities Fair Value Disclosure [Abstract]
Total financial liabilities	523	145
Level 3
Financial Liabilities Fair Value Disclosure [Abstract]
Total financial liabilities	7,788	7,522
Level 3 \| Derivative
Financial Liabilities Fair Value Disclosure [Abstract]
Derivative earnout liability	$ 7,788	$ 7,522

Income Taxes - Additional Information (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 129,845,000	$ 81,380,000
Unrecognized tax benefits	0
Unrecognized tax benefits accrued interest and penalties	0	$ 0	$ 0
Netherlands fiscal unity [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	274,600,000
US [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	22,200,000
US [Member] \| Research and Development Tax Credit Carryforwards [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	6,900,000
State [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	4,300,000
State [Member] \| Research and Development Tax Credit Carryforwards [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	$ 2,700,000

FLAC Merger - Additional Information (Details) $ / shares in Units, $ in Thousands	Nov. 22, 2022 USD ($) $ / shares shares	Jul. 25, 2022 € / shares shares	Dec. 31, 2023 € / shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 € / shares	Dec. 31, 2022 USD ($) shares
Business Acquisition [Line Items]
Shares outstanding		36,258,312		82,469,768		81,559,780
Shares par value \| € / shares		€ 0.12	€ 0.12		€ 0.12
Shares issued				82,469,768		81,559,780
Cash \| $				$ 340,450		$ 467,728
NewAmsterdam Pharma Holding B.V. and NewAmsterdam Pharma Investment Corporation
Business Acquisition [Line Items]
Date of business combination agreement		Jul. 25, 2022
Exchange ratio		2.13
Number of shares called by each warrant	1
Earnout shares	1,886,137
Fair value of consideration in the form of ordinary shares \| $	$ 130,100
NewAmsterdam Pharma Holding B.V. and NewAmsterdam Pharma Investment Corporation \| Private Placement Warrants
Business Acquisition [Line Items]
Number of warrants issued	167,000
Proceeds from Issuance of Private Placement \| $	$ 234,600
NewAmsterdam Pharma Holding B.V. and NewAmsterdam Pharma Investment Corporation \| Public Warrants
Business Acquisition [Line Items]
Number of warrants issued	4,600,000
NewAmsterdam Pharma Holding B.V. and NewAmsterdam Pharma Investment Corporation \| FLAC
Business Acquisition [Line Items]
Warrants par value per share \| $ / shares	$ 0.0001
Net assets \| $	$ 67,900
Cash \| $	71,900
Liabilities assumed \| $	$ 4,000
NewAmsterdam Pharma Holding B.V. and NewAmsterdam Pharma Investment Corporation \| NewAmsterdam Pharma Holding B.V.
Business Acquisition [Line Items]
Shares outstanding		17,016,872
Shares par value \| € / shares		€ 0.01
NewAmsterdam Pharma Holding B.V. and NewAmsterdam Pharma Investment Corporation \| Amgen
Business Acquisition [Line Items]
Shares issued	8,656,330

Share-Based Compensation - Summary of Weighted Average Assumptions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Expected life (years)	6 years 1 month 6 days	6 years	5 years 7 months 6 days
Risk-free rate	4.10%	3.90%	0.60%
Volatility	38.10%	38.80%	42.90%
Dividend yield	$ 0	$ 0	$ 0

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (176,937)	$ (22,634)	$ (41,785)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Shareholders' Equity - Additional Information (Details)			12 Months Ended
Shareholders' Equity - Additional Information (Details)	Dec. 07, 2023 USD ($)	Nov. 21, 2022 shares	Dec. 31, 2023 Vote € / shares shares	Dec. 31, 2022 € / shares shares	Jul. 25, 2022 € / shares shares
Class of Stock [Line Items]
Ordinary shares, authorized			400,000,000	400,000,000
Ordinary shares, par value \| € / shares			€ 0.12	€ 0.12	€ 0.12
Number of vote per ordinary share \| Vote			1
Ordinary shares voting rights			each holder of Ordinary Shares is entitled to one vote per share on all matters to be voted on by shareholders
Shares outstanding			82,469,768	81,559,780	36,258,312
Series A Preferred Stock \| FLAC \| NewAmsterdam Pharma Holding B.V.
Class of Stock [Line Items]
Preferred Stock, Shares Outstanding		11,731,158
Ordinary Shares \| FLAC \| NewAmsterdam Pharma Holding B.V.
Class of Stock [Line Items]
Shares outstanding		5,285,714
Exchange ratio		2.13
At The Market Offering \| Maximum
Class of Stock [Line Items]
Sale of securities public offering price \| $	$ 150,000,000
Percentage of gross proceeds sale of ordinary shares payable as sales agents commission rate	3.00%

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Summary of License Revenue

Revenue consisted of the following:


	Year ended December 31,
(In thousands of USD)	2023		2022		2021
License revenue attributed from license performance obligation		5,385		98,613		—
License revenue attributed from R&D performance obligation		8,705		4,081		—
Total revenue		14,090		102,694		—

Summary of Company's Deferred Revenue

The following table presents changes in the balance of the Company’s deferred revenue:


(In thousands of USD)	2023			2022
Beginning balance on January 1		18,666			—
Addition of deferred revenue under the Menarini License		—			22,332
Revenue recognized under the Menarini License during the period		(8,705	)		(4,081	)
Effect of currency translation		—			415
Ending balance on December 31		9,961			18,666

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 14,090	$ 102,694
Operating expenses:
Research and development expenses	159,424	86,744	$ 28,974
Selling, general and administrative expenses	37,633	19,507	6,003
Total operating expenses	197,057	106,251	34,977
Operating loss	(182,967)	(3,557)	(34,977)
Other income (expense):
Interest income	11,283
Interest expense		(287)	(411)
Loss on debt extinguishment			(883)
Fair value change - earnout and warrants	(10,284)	(1,041)
Fair value change - profit rights		(12,390)	(20,613)
Fair value change - tranche rights		4,388	13,393
Foreign exchange gains/(losses)	5,058	(9,747)	1,706
Loss before tax	(176,910)	(22,634)	(41,785)
Income tax expense	27
Loss for the year	(176,937)	(22,634)	(41,785)
Other comprehensive income (loss)
Foreign currency translation adjustments		11,126	286
Total comprehensive income (loss) for the year, net of tax	$ (176,937)	$ (11,508)	$ (41,499)
Net loss per ordinary share
Basic	$ (2.15)	$ (1.19)	$ (3.81)
Diluted	$ (2.15)	$ (1.19)	$ (3.81)

Prepayments and Other Receivables (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepayments and Other Receivables

Prepayments and other receivables consisted of the following:


	As at December 31,
(In thousands of USD)	2023		2022
Prepaid research and development costs		2,337		5,771
Other prepaid expenses		2,123		2,410
Value added tax receivable		1,006		2,070
Other receivables		875		-
Total prepayments and other receivables		6,341		10,251

The Company

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company

Note 1. The Company

NewAmsterdam Pharma Company N.V. (“NewAmsterdam Pharma” or the “Company”) is a late-stage biopharmaceutical company whose mission is to improve patient care in populations with metabolic diseases where currently approved therapies have not been adequate or well-tolerated. The Company was incorporated in the Netherlands as a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the name NewAmsterdam Pharma Company B.V. on June 10, 2022. On November 21, 2022, the Company’s corporate form was converted to a Dutch public limited liability company (naamloze vennootschap) and its name was changed to NewAmsterdam Pharma Company N.V. The Company’s ordinary shares, nominal value €0.12 per share (the "Ordinary Shares") are listed on the Nasdaq Global Market and trade under the symbol “NAMS.”

In November 2022, the Company conducted an internal reorganization for the purpose of participating in the merger of the acquired company, Frazier Lifesciences Acquisition Corporation (“FLAC”) as described in Note 3. As a result of the internal restructuring and merger, NewAmsterdam Pharma Holding B.V., FLAC and NewAmsterdam Pharma Investment Corporation, a new Cayman-based exempted company, became wholly-owned subsidiaries of the Company.

The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on intellectual property, compliance with government regulations and ability to secure additional capital to fund operations. Significant additional research and development efforts and regulatory approval will be required prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Going Concern

The Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $317.0 million as of December 31, 2023. As of December 31, 2023 the Company had cash of $340.5 million. Management believes that the existing financial resources are sufficient to continue operating activities for at least the twelve-month period following the issuance of these consolidated financial statements.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accrued Expenses and Other Current Liabilities

Note 7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	As at December 31,
(in thousands of USD)	2023		2022
Accrued research and development materials and services		5,945		1,137
Accrued compensation and benefits		3,384		1,998
Accrued professional fees and other		2,069		2,982
Total accrued expenses and other current liabilities		11,398		6,117

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accounts Payable and Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	As at December 31,
(in thousands of USD)	2023		2022
Accrued research and development materials and services		5,945		1,137
Accrued compensation and benefits		3,384		1,998
Accrued professional fees and other		2,069		2,982
Total accrued expenses and other current liabilities		11,398		6,117

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property And Equipment (Details)	Dec. 31, 2023
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5 years
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5 years

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 10. Income Taxes

The Company’s breakdown of its income before provision for income taxes for the years ended December 31, 2023, 2022 and 2021 is as follows:


	Year ended December 31,
(In thousands of USD)	2023			2022			2021
U.S.		(107,555	)		(604	)		(13,542	)
Netherlands		(69,355	)		(22,030	)		(28,243	)
Total		(176,910	)		(22,634	)		(41,785	)

The components of our provision for income taxes for the years ended December 31, 2023, and 2022, are as follows:


	Year ended December 31,
(In thousands of USD)	2023		2022		2021
Current:
State		—		—		—
Federal		27		—		—
Total current		27		—		—
Deferred:
State		—		—		—
Federal		—		—		—
Total deferred		—		—		—
Provision for income taxes		27		—		—

A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows:


	Year ended December 31,
	2023			2022			2021
Income tax at the federal statutory rate		25.80	%		25.80	%		25.80	%
Foreign rate differential		(2.94	%)		(0.13	%)		(1.56	%)
State taxes, net of federal benefit		0.71	%		(0.03	%)		—
FDII deduction		—			0.24	%		—
Warrants		(1.50	%)		(1.19	%)		—
Tax credits		5.31	%		0.73	%		—
Transaction costs		—			24.59	%		—
Share listing expense		—			6.96	%		7.63	%
Change in valuation allowance		(27.40	%)		(57.30	%)		(31.86	%)
Other		—			0.33	%		(0.01	%)
Effective tax rate		-0.02	%		0.00	%		0.00	%

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets are as follows as of December 31, 2023 and 2022:


	Year ended December 31,
(In thousands of USD)	2023			2022
Deferred tax assets:
Amortization and depreciation		21,176			371
Accruals		509			167
Net operating loss carryforwards		75,686			57,766
Lease liability		13			29
IPR&D		22,884			22,884
Tax credit, federal		6,904			167
Tax credit, Massachusetts		2,685			23
Gross deferred tax assets		129,857			81,407
Valuation allowance		(129,845	)		(81,380	)
Deferred tax assets net of valuation allowance		12			27
Deferred tax liabilities:
Right-of-use-asset		(12	)		(27	)
Net deferred tax assets		—			—

Realization of deferred tax assets is dependent on future taxable income, if any, the timing and the amount of which are uncertain. We assess the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant component of objective negative evidence evaluated was our cumulative loss incurred over the three-year period ended December 31, 2023. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as at December 31, 2023, December 31, 2022 and December 31, 2021, a full valuation allowance has been recorded against our net deferred tax asset. As of December 30, 2023, and December 31, 2022, the Company had a valuation allowance of $129.8 million and $81.4 million, respectively, recorded on the balance sheet. A valuation allowance is a non-cash charge, and does not limit the Company’s ability to utilize its deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts, against future taxable income. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

As of December 31, 2023, we had net operating loss carryforwards for Netherlands fiscal unity, US, and state income tax purposes of $274.6 million, $22.2 million, and $4.3 million, respectively. We also have federal research and development tax credit carryforwards of approximately $6.9 million that expire beginning in 2042 and state research and development tax credit carryforwards of approximately $2.7 million which can be carried forward indefinitely.

The future utilization of net operating loss and tax credit carryforwards and credits may be subject to an annual limitation, due to Dutch and US tax law and as a result of ownership changes that may have occurred previously or that could occur in the future. Due to the existence of the valuation allowance, limitations will not impact our effective tax rate.

We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition at the effective date to be recognized. As of December 31, 2023 we have not identified any unrecognized tax benefits that should be recorded.

We have elected to include interest and penalties as a component of tax expense. During the years ended December 31, 2023, 2022 and 2021, we did not recognize accrued interest and penalties related to unrecognized tax benefits.

Although the timing and outcome of an income tax audit is highly uncertain, we do not anticipate that the amount of existing unrecognized tax benefits will significantly change during the next 12 months.

With an effective date of November 21, 2022, NewAmsterdam Pharma Company N.V. formed a fiscal unity with NewAmsterdam Pharma Holding B.V. and NewAmsterdam Pharma B.V. for corporate income tax purposes. A company and its subsidiaries that are part of the fiscal unity are jointly and severally liable for the tax payable by the fiscal unity.

We are subject to taxation in the United States, the Netherlands and various state jurisdictions. As of December 31, 2023, the tax years for 2020, 2021, and 2022 are subject to examination by the tax authorities in the United States and the tax year for 2022 are subject to examination by the tax authorities in the Netherlands. Due to our net operating loss and tax credit carryforwards, the income tax returns remain open to U.S. federal and state tax examinations. The Company is not currently under examination in any tax jurisdiction.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Summary of Financial Liabilities Recognized at Fair Value on Recurring Basis

As of December 31, 2023 and 2022, the Company’s financial liabilities recognized at fair value on a recurring basis consisted of the following:


	As of December 31, 2023
(In thousands of USD)	Level 1		Level 2		Level 3		Total
Derivative warrant liability (Public Warrants)		12,051		—		—		12,051
Derivative warrant liability (Private Placement Warrants)		—		523		—		523
Derivative earnout liability		—		—		7,788		7,788
Total financial liabilities		12,051		523		7,788		20,362


	As of December 31, 2022
(In thousands of USD)	Level 1		Level 2		Level 3		Total
Derivative warrant liability (Public Warrants)		4,002		—		—		4,002
Derivative warrant liability (Private Placement Warrants)		—		145		—		145
Derivative earnout liability		—		—		7,522		7,522
Total financial liabilities		4,002		145		7,522		11,669

Schedule of Estimated Fair Value of Derivative Earnout Liability

As such, the relevant inputs to the fair value of the derivative earnout liability are as follows:


	December 31, 2023			December 31, 2022
Share value (USD)		11.17			10.90
Probability of milestone completion		40	%		40	%
Dividend yield		0	%		0	%
Strike price (USD)		0.00			0.00

Summary of Reconciliation of Earnout Liability Measured on Recurring Basis Using Level 3 Inputs

The following table presents a reconciliation of the earnout liability measured on a recurring basis using Level 3 inputs as of December 31, 2023 and 2022:

All changes in fair value recognized in the statement of operations are unrealized. There were no sales, purchases, settlements or transfers into or out of Level 3 of the fair value hierarchy related to the earnout liability during the years ended December 31, 2023 and 2022.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 15. Subsequent Events

On January 1, 2024, the Company granted options to purchase an aggregate of 3,362,748 Ordinary Shares to certain employees and directors. Such options each have an expiration date of ten years from the date of grant and an exercise price of $11.17.

On February 16, 2024, we completed an underwritten public offering (the “Offering”) of 5,871,909 Ordinary Shares at a public offering price of $19.00 per Ordinary Share and, in lieu of Ordinary Shares to certain investors, pre-funded warrants (“Pre-Funded Warrants”) to purchase 4,736,841 Ordinary Shares at a public offering price of $18.9999 per Pre-Funded Warrant, which represents the per share public offering price for the Ordinary Shares less the $0.0001 per share exercise price for each such Pre-Funded Warrant. Of the 5,871,909 Ordinary Shares issued and sold in the Offering, 1,383,750 Ordinary Shares were issued and sold pursuant to the exercise of the underwriters’ option to purchase additional Ordinary Shares at the public offering price per share. The Ordinary Shares and Pre-Funded Warrants were issued and sold pursuant to an underwriting agreement among the Company and Jefferies LLC, Leerink Partners LLC, Piper Sandler & Co. and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule A thereto. The net proceeds to the Company from the Offering were $189.8 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Shareholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Shareholders' Equity

Note 8. Shareholders’ Equity

The Company has an authorized share capital of 400,000,000 Ordinary Shares each with a nominal value of €0.12. The following summarizes the main rights of holders of Ordinary Shares:

•

each holder of Ordinary Shares is entitled to one vote per share on all matters to be voted on by shareholders generally, including the appointment of our directors;

•

there are no cumulative voting rights;

•

the holders of Ordinary Shares are entitled to dividends and other distributions as may be declared from time to time by us out of funds legally available for that purpose, if any;

•

upon our liquidation and dissolution, the holders of Ordinary Shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities; and

•

the holders of Ordinary Shares have pre-emption rights in case of share issuances or the grant of rights to subscribe for shares, except if such rights are limited or excluded by the corporate body authorized to do so and except in such cases as provided by Dutch law and the Articles of Association

FLAC Merger

On November 21, 2022 in connection with the Exchange, as described in Note 3, all the outstanding share capital of NewAmsterdam Pharma Holding B.V., consisting of 11,731,158 Series A Preferred Shares and 5,285,714 ordinary shares, was exchanged for Ordinary Shares of the Company at a ratio of approximately 2.13 per share. The Series A Preferred Shares were classified in accordance with ASC 480, Distinguishing Liabilities from Equity which required

that the shares be classified outside of permanent shareholders’ equity. Accordingly, the Series A Preferred Shares were classified as Mezzanine Equity in the applicable periods.

At-the-Market Offering

On December 7, 2023, we entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”), pursuant to which we may issue and sell from time to time up to $150 million of our Ordinary Shares through or to TD Cowen as our sales agent or acting as principal in any method deemed to be an “at the market offering.” TD Cowen will receive a commission of up to 3.0% of the gross proceeds of any Ordinary Shares sold pursuant to the Sales Agreement. During the year ended December 31, 2023, we did not sell any Ordinary Shares pursuant to the Sales Agreement.

As of December 31, 2023 and 2022 only Ordinary Shares were outstanding or authorized. Historically, NewAmsterdam Pharma Holding B.V. also had preferred shares, classified as Mezzanine Equity, which all converted into Ordinary Shares as described in Note 3. The preferred shares had liquidation preference and the shareholders thereof were in the position to trigger the occurrence of a liquidation event or deemed liquidation event.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Section S99
-Paragraph 1
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Schedule of Estimated Fair Value of Derivative Earnout Liability (Details)	Dec. 31, 2023	Dec. 31, 2022
Share Value (USD)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	11.17	10.90
Probability of Milestone Completion
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	40	40
Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0	0
Strike Price (USD)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.00	0.00

Consolidated Statements of Cash Flows $ in Thousands, € in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Operating Activities:
Loss for the year	$ (176,937)	$ (22,634)	$ (41,785)
Non-cash adjustments to reconcile loss before tax to net cash flows:
Depreciation and amortization	49	9	5
Non-cash rent expense	6	10	2
Amortization of discount on convertible note			155
Loss on extinguishment of convertible note			883
Fair value change - tranche rights		(4,388)	(13,393)
Fair value change - IPR&D		12,390	20,613
Fair value change - derivative earnout and warrants	10,284	1,041
Foreign exchange (gains)/losses	(5,058)	9,747	(1,706)
Share-based compensation	24,572	4,117	1,244
Changes in working capital:
Changes in prepayments (current and non-current) and other receivables	4,031	(4,185)	(5,232)
Changes in accounts payable	5,070	4,809	6,558
Changes in accrued expenses and other current liabilities	5,470	(8,679)	3,144
Changes in deferred revenue	(8,705)	18,428
Net cash (used in)/provided by operating activities	(141,218)	10,665	(29,512)
Investing activities:
Purchase of property, plant and equipment, including internal use software	(24)	(221)	(24)
Net cash used in investing activities	(24)	(221)	(24)
Financing activities:
Transaction costs on issue of shares		(5,794)
Proceeds from payment of shareholder loan		747
Proceeds from exercise of warrants	8,622
Proceeds from exercise of options	290
Net cash provided by financing activities	8,912	391,905	84,704
Net change in cash	(132,330)	402,349	55,168
Foreign exchange differences	5,052	5,248	(4,683)
Cash at the beginning of the year	467,728	60,131	9,646
Cash at the end of the year	340,450	467,728	60,131
Noncash financing and investing activities
Derivative earnout obligation recognized related to the Business Combination (as defined in Note 3)		6,815
Liabilities assumed in the Business Combination (as defined in Note 3)		(4,006)
Contribution of interest in NewAmsterdam Pharma Holding B.V. by Participating Shareholders (as defined in Note 3)		(179,231)
Issuance of Ordinary Shares to Participating Shareholders (as defined in Note 3)		179,231
Issuance of Ordinary Shares pursuant to the Profit Right Agreement (as defined in Note 2)		85,439
Conversion of convertible debt to mezzanine equity			12,953
Recognition of ROU asset			196
Supplemental cash flow disclosures
Cash paid for interest		277
Cash paid for income taxes	$ 27
PIPE Financing
Financing activities:
Proceeds from issuing equity securities		234,600
FLAC shareholders
Financing activities:
Proceeds from issuing equity securities		71,883
Series A
Financing activities:
Proceeds from issuing equity securities		$ 90,469	$ 84,704

Consolidated Statements of Mezzanine Equity and Shareholders' Equity (Deficit) - USD ($)	Total	New Amsterdam Pharma Shareholders [Member]	F L A C Shareholders [Member]	P I P E Financing [Member]	Amgen M T P C Shareholders [Member]	Series A Tranche I [Member]	Series A Tranche I I [Member]	Common Stock [Member]	Common Stock [Member] New Amsterdam Pharma Shareholders [Member]	Common Stock [Member] F L A C Shareholders [Member]	Common Stock [Member] P I P E Financing [Member]	Common Stock [Member] Amgen M T P C Shareholders [Member]	Additional Paid-In Capital [Member]	Additional Paid-In Capital [Member] New Amsterdam Pharma Shareholders [Member]	Additional Paid-In Capital [Member] F L A C Shareholders [Member]	Additional Paid-In Capital [Member] P I P E Financing [Member]	Additional Paid-In Capital [Member] Amgen M T P C Shareholders [Member]	Accumulated Loss [Member]	Accumulated Loss [Member] New Amsterdam Pharma Shareholders [Member]	Cumulative Translation Adjustments [Member]
Beginning Balance at Dec. 31, 2020	$ (73,035,000)							$ 55,000					$ 2,702,000					$ (68,802,000)		$ (6,990,000)
Beginning Balance, shares at Dec. 31, 2020								5,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of non-voting shares (CEO Restricted Share Award)								$ 3,000					(3,000)
Issuance of non-voting shares (CEO Restricted Share Award), shares								285,714
Share-based compensation	718,000												718,000
Total profit or loss and comprehensive loss for the year	(41,499,000)																	(41,785)		286
Ending Balance at Dec. 31, 2021	(113,816,000)							$ 58,000					3,417,000					(110,587,000)		(6,704,000)
Ending Balance, shares at Dec. 31, 2021								5,285,714
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of convertible debt	$ 12,953,000
Conversion of convertible debt, shares	1,111,115
Equity contribution						$ 71,588,000
Equity contribution, shares						4,928,613
Ending Balance at Dec. 31, 2021	$ 84,541,000
Ending Balance, shares at Dec. 31, 2021	6,039,728
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repayment of loan (CEO Restricted Share Award)	$ 747,000												747,000
Elimination of old shares		$ (4,222,000)							$ (58,000)					$ (4,164,000)
Elimination of old shares, shares									(5,285,714)
Equity contribution		179,231,000	$ 67,877,000	$ 234,600,000	$ 85,439,000				$ 4,470,000	$ 1,625,000	$ 2,892,000	$ 1,068,000		$ 174,761,000	$ 66,252,000	$ 231,708,000	$ 84,371,000
Equity contribution, shares									36,258,312	13,185,138	23,460,000	8,656,330
Transaction costs on issue of shares	(5,794,000)												(5,794,000)
Earnout obligation upon Closing		(6,815,000)																	$ (6,815,000)
Share-based compensation	4,327,000												4,327,000
Total profit or loss and comprehensive loss for the year	(11,508,000)																	(22,634)		11,126
Ending Balance at Dec. 31, 2022	430,066,000							$ 10,055,000					555,625,000					(140,036,000)		4,422,000
Ending Balance, shares at Dec. 31, 2022								81,559,780
Increase (Decrease) in Temporary Equity [Roll Forward]
Equity contribution							$ 90,468,000
Equity contribution, shares							5,691,430
Elimination of old shares		$ (175,009,000)
Elimination of old shares, shares		(11,731,158)
Exercise of warrants	10,213,000							$ 97,000					10,116,000
Exercise of warrants, shares								749,741
Exercise of stock options	$ 290,000							$ 21,000					269,000
Exercise of stock options, shares	160,247							160,247
Share-based compensation	$ 24,761,000												24,761,000
Total profit or loss and comprehensive loss for the year	(176,937,000)																	(176,937)
Ending Balance at Dec. 31, 2023	$ 288,393,000							$ 10,173,000					$ 590,771,000					$ (316,973,000)		$ 4,422,000
Ending Balance, shares at Dec. 31, 2023								82,469,768

Income Taxes - Schedule of Components of Provision for Income Taxes (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Current:
Federal	$ 27
Total current	27
Deferred:
Provision for income taxes	$ 27

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Condensed Balance Sheets (Parenthetical) - € / shares	Dec. 31, 2023	Dec. 31, 2022	Jul. 25, 2022
Statement of Financial Position [Abstract]
Ordinary shares, par value	€ 0.12	€ 0.12	€ 0.12
Ordinary shares, authorized	400,000,000	400,000,000
Ordinary shares, issued	82,469,768	81,559,780
Ordinary shares, outstanding	82,469,768	81,559,780	36,258,312

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 5. Fair Value Measurements

As of December 31, 2023 and 2022, the Company’s financial liabilities recognized at fair value on a recurring basis consisted of the following:


	As of December 31, 2023
(In thousands of USD)	Level 1		Level 2		Level 3		Total
Derivative warrant liability (Public Warrants)		12,051		—		—		12,051
Derivative warrant liability (Private Placement Warrants)		—		523		—		523
Derivative earnout liability		—		—		7,788		7,788
Total financial liabilities		12,051		523		7,788		20,362


	As of December 31, 2022
(In thousands of USD)	Level 1		Level 2		Level 3		Total
Derivative warrant liability (Public Warrants)		4,002		—		—		4,002
Derivative warrant liability (Private Placement Warrants)		—		145		—		145
Derivative earnout liability		—		—		7,522		7,522
Total financial liabilities		4,002		145		7,522		11,669

The estimated fair value of the Earnout Shares to Participating Shareholders was determined using Level 3 inputs, other than the Company's share price as a Level 1 input, as no observable market inputs were available. The Earnout Shares allocated to Participating Shareholders have been measured at fair value using a Black-Scholes pricing model. Given the assumed zero dividend rate and the fact that no strike price exists that would have led to any volatility measure relative to the Company's share price, the fair value of the Earnout Shares allocated to Participating Shareholders resulting from the Black-Scholes pricing model is entirely driven by the Company’s closing share price as a Level 1 input and the probability of milestone completion as a Level 3 input. As such, the relevant inputs to the fair value of the derivative earnout liability are as follows:


	December 31, 2023			December 31, 2022
Share value (USD)		11.17			10.90
Probability of milestone completion		40	%		40	%
Dividend yield		0	%		0	%
Strike price (USD)		0.00			0.00

As management's judgment of the probability of milestone completion remained constant during the period, the change in fair value resulted from the Company’s price per share between the valuations performed at the Closing Date and at December 31, 2022.

The following table presents a reconciliation of the earnout liability measured on a recurring basis using Level 3 inputs as of December 31, 2023 and 2022:

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13. Commitments and Contingencies

Commitments

The Company has entered into a variety of agreements financial commitments in the normal course of business with contract research organizations, contract manufacturing organizations, and other third parties for preclinical and clinical development and manufacturing services. The terms generally provide us with the option to cancel, reschedule and adjust our requirements based on our business needs, prior to the delivery of goods or performance

of services. Payments due upon cancellation generally consist only of payments for services provided or expenses incurred, including non-cancellable obligations of our service providers, up to the date of cancellation. However, some of our service providers also charge cancellation fees upon cancellation. The amount and timing of such payments are not known, but at December 31, 2023 they are estimated to be a maximum of $15.7 million.

According to the terms of the Menarini License the Company will be responsible for development and commercialization costs related to Licensed Products other than those in the Menarini Territory. In addition, under specified conditions of the agreement, we agreed to bear 50% of certain development costs incurred by the other party in the development of the Licensed Products in the Menarini Territory.

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2023	Feb. 16, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	NewAmsterdam Pharma Company N.V.
Entity Central Index Key	0001936258
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-41562
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Gooimeer 2-35
Entity Address, City or Town	Naarden
Entity Address, Country	NL
Entity Address, Postal Zip Code	1411 DC
City Area Code	+31
Local Phone Number	(0) 35 206 2971
Entity Incorporation, State or Country Code	P7
Document Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	true
Document Financial Statement Restatement Recovery Analysis [Flag]	false
Auditor Firm ID	1243
Auditor Name	Deloitte Accountants B.V
Auditor Location	Eindhoven, The Netherlands
Entity Common Stock, Shares Outstanding		89,266,673
Entity Public Float			$ 577,433,308
Ordinary Shares, Nominal Value €0.12 Per Share
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value €0.12 per share
Trading Symbol	NAMS
Security Exchange Name	NASDAQ
Warrants to Purchase Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase ordinary shares
Trading Symbol	NAMSW
Security Exchange Name	NASDAQ

Commitments and Contingencies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Loss Contingencies [Line Items]
Estimated maximum cancellation fees	$ 15,700,000
Menarini International Licensing Agreement
Loss Contingencies [Line Items]
Percentage of development costs incurred	50.00%

Fair Value Measurements - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Sales, purchase and settlements	$ 0	$ 0

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The changes for the year ended December 31, 2023 in the number of Company Options outstanding related to Ordinary Shares and their related weighted average exercise prices are as follows:


	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands of USD)
Outstanding as at December 31, 2022		11,146,861		$	6.71
Granted		6,829,024		$	10.63
Exercised		(160,247	)	$	1.81
Forfeited		(2,032,129	)	$	10.51
Outstanding as at December 31, 2023		15,783,509		$	7.98		8.7		50,796
Options exercisable as of December 31, 2023		5,230,531		$	4.08		8.0		37,101

Schedule of Weighted Average Assumptions for Stock Options

Weighted average assumptions used to apply this pricing model were as follows:


	Year ended December 31,
	2023			2022			2021
Expected life (years)		6.1			6.0			5.6
Risk-free rate		4.1	%		3.9	%		-0.6	%
Volatility		38.1	%		38.8	%		42.9	%
Dividend yield		0.0	%		0.0	%		0.0	%

Schedule of Impact on Results of Operations and Comprehensive Loss of Recording Stock-Based Compensation

Share-based compensation is classified in the consolidated statement of operations and comprehensive loss as follows:


	Year ended December 31,
(in thousands of USD)	2023		2022		2021
Research and development expenses		14,521		2,408		877
Selling, general and administrative expenses		10,051		1,770		335
Total		24,572		4,178		1,212

Schedule of Restricted Stock Unit Activity

For the year ended December 31, 2023, the movements in the number of Ordinary Shares outstanding are as follows:

Revenue - Changes In Balance Of Company's Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred Revenue [Abstract]
Beginning balance on January 1	$ 18,666
Addition of deferred revenue under the Menarini License		$ 22,332
Revenue recognized under the Menarini License during the period	(8,705)	(4,081)
Effect of currency translation		415
Ending balance on December 31	$ 9,961	$ 18,666

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued research and development materials and services	$ 5,945	$ 1,137
Accrued compensation and benefits	3,384	1,998
Accrued professional fees and other	2,069	2,982
Total accrued expenses and other current liabilities	$ 11,398	$ 6,117

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands			12 Months Ended
	Jan. 07, 2021 EUR (€) shares	Apr. 09, 2020 EUR (€)	Dec. 31, 2023 Segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 30, 2020 EUR (€)	Jul. 02, 2020 EUR (€)
Summary of Significant Accounting Policies [Line Item]
Number of operating segments \| Segment			1
Number of reportable segments \| Segment			1
Proceeds from issuing equity securities	€ 160,000,000
Description of likelihood income tax percentage			greater than 50% likelihood
Series A Preferred Shares
Summary of Significant Accounting Policies [Line Item]
Proceeds from issuing equity securities \| $				$ 90,469	$ 84,704
First Tranche Financing
Summary of Significant Accounting Policies [Line Item]
Outstanding convertible debt converted	€ 11,700,000
First Tranche Financing \| Series A Preferred Shares
Summary of Significant Accounting Policies [Line Item]
Convertible debt number of shares issued upon conversion \| shares	1,111,115
Dezima \| Amgen Incorporation
Summary of Significant Accounting Policies [Line Item]
Consideration paid		€ 1
Minimum
Summary of Significant Accounting Policies [Line Item]
Lease term of contract			1 year
Maximum \| Convertible Loan Agreement
Summary of Significant Accounting Policies [Line Item]
Convertible debt face amount							€ 17,000,000
Maximum \| Series A Subscription Agreement \| Series A Preferred Shares
Summary of Significant Accounting Policies [Line Item]
Issuance of preferred stock aggregate amount						€ 160,000,000

Share-Based Compensation - Additional Information (Details) - USD ($)		12 Months Ended
	Jul. 21, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options, granted		6,829,024
Weighted average grant date fair value of options		$ 4.7	$ 4.32	$ 1.11
Total intrinsic value of stock options exercised		$ 1,700,000
Weighted average remaining vesting period		1 year 4 months 24 days
Unrecognized Compensation Cost		$ 25,200,000
Underlying ordinary shares	$ 838,806
Ordinary shares vested		519,999	367,804
Chief Executive Officer
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		4 years
Liability for unvested ordinary shares		100,000	300,000
Share-Based Payment Arrangement, Tranche One \| Chief Executive Officer
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting percentage		25.00%
Share-Based Payment Arrangement, Tranche Two \| Chief Executive Officer
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		3 years
Award vesting percentage		75.00%
Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Ordinary shares reserved for issuance		16,425,868
Percentage of ordinary shares reserved for grant will increase annually of issued and outstanding shares		5.00%
Contractual term		10 years
Vesting period		4 years
Number of options, granted		490,067
Options were expected to vest both		255,243
Options unvested		234,824
Incremental fair value		$ 12.19
Incremental fair value fully recognized		$ 2,900,000
Employee Stock Option \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		1 year
Award vesting percentage		25.00%
Employee Stock Option \| Share-Based Payment Arrangement, Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		3 years
Award vesting percentage		75.00%
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Earnout shares		143,002	160,778

Net Loss Per Ordinary Share - Summary of Basic And Diluted Net Loss Per Ordinary Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net Income (Loss)	$ (176,937)	$ (22,634)	$ (41,785)
Weighted Average Ordinary Shares Outstanding, Basic	82,161,956	18,966,235	10,978,874
Weighted Average Ordinary Shares Outstanding, Diluted	82,161,956	18,966,235	10,978,874
Net Loss Per Ordinary Share, Basic	$ (2.15)	$ (1.19)	$ (3.81)
Net Loss Per Ordinary Share, Diluted	$ (2.15)	$ (1.19)	$ (3.81)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Note 9. Share-Based Compensation

The Company has three Share-based payment plans and one restricted share award in place as at December 31, 2023:

•

The Company’s Long-Term Incentive Plan (the “Plan”);

•

The Company’s Supplementary Long-Term Incentive Plan (the “Supplementary Plan”);

•

The Company’s Rollover Option Plan (the “Rollover Plan,” together with the Plan and the Supplementary Plan, the “Plans”); and

•

Chief Executive Officer Restricted Share Award.

Long Term Incentive Plans

The Plans are equity-settled, and the Company may grant various forms of equity awards, including the granting of options to purchase Ordinary Shares (“Company Options”) and restricted stock units (“RSUs”), pursuant to the Plans. In total, as of December 31, 2023 a maximum of 16,425,868 Ordinary Shares may be reserved for issuance pursuant to the Plans. The number of Ordinary Shares reserved for grant under the Plan will increase annually on January 1 of each calendar year by 5% of the then issued and outstanding Ordinary Shares or such lower number as may be determined by the Board of Directors.

The contractual term is 10 years from grant date for options granted under the Plans In general, each Company Option granted in 2023 has a four-year vesting period with 25% vesting after one year and the remaining 75% vesting in equal monthly installments over the next following three years.

Modification of Options During the Year

In 2023, the vesting period was shortened for 490,067 Company Options granted to an employee in relation with the signing of an employment separation agreement. At the modification date, 255,243 Company Options were expected to vest both under the original and the modified vesting conditions. For these Company Options, the modification did not result in any incremental compensation cost. For the 234,824 Company Options that were not probable to vest as of the modification date based on the original terms, the incremental fair value granted is equal to the fair value of the modified award of $12.19 (i.e., the value of the modified award, as determined on the modification date, compared to its prior zero value). In 2023, the total incremental fair value of $2.9 million has been fully recognized over the remaining modified requisite service period.

The changes for the year ended December 31, 2023 in the number of Company Options outstanding related to Ordinary Shares and their related weighted average exercise prices are as follows:


	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands of USD)
Outstanding as at December 31, 2022		11,146,861		$	6.71
Granted		6,829,024		$	10.63
Exercised		(160,247	)	$	1.81
Forfeited		(2,032,129	)	$	10.51
Outstanding as at December 31, 2023		15,783,509		$	7.98		8.7		50,796
Options exercisable as of December 31, 2023		5,230,531		$	4.08		8.0		37,101

The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $4.70, $4.32 and $1.11 per option for options granted during the years ended December 31, 2023, 2022 and 2021, respectively. The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the years ended December 31, 2023 was $1.7 million. No stock options were exercised in 2022 or 2021. Weighted average assumptions used to apply this pricing model were as follows:


	Year ended December 31,
	2023			2022			2021
Expected life (years)		6.1			6.0			5.6
Risk-free rate		4.1	%		3.9	%		-0.6	%
Volatility		38.1	%		38.8	%		42.9	%
Dividend yield		0.0	%		0.0	%		0.0	%

Expected Term

The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). The Company utilizes this method due to lack of historical exercise data and the plain-vanilla nature of the Company’s stock-based awards.

Expected Volatility

Since the Company was privately held through November 2022, it alone does not have the relevant company-specific historical data to support its expected volatility. As such, the Company has used an average of expected volatilities based on the volatilities of a representative group of publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. For purposes of identifying comparable companies, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company intends to consistently apply this process using the same or similar comparable entities until sufficient historical information regarding the volatility of the Company’s own share price becomes available.

Risk-Free Interest Rate

The risk-free interest rate is based upon the U.S. Treasury yield curve in effect at the time of grant, with a term that approximates the expected life of the option.

Expected Dividend

The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its ordinary shares.

Share-based compensation is classified in the consolidated statement of operations and comprehensive loss as follows:


	Year ended December 31,
(in thousands of USD)	2023		2022		2021
Research and development expenses		14,521		2,408		877
Selling, general and administrative expenses		10,051		1,770		335
Total		24,572		4,178		1,212

As of December 31, 2023, there was $25.2 million of unrecognized compensation cost related to Company Options that have not yet vested. These costs are expected to be recognized over a weighted average remaining vesting period of 1.4 years.

Restricted Stock Units (“RSUs”)

As at December 31, 2023 and 2022 the Company had allocated 143,002 and 160,778 Earnout Shares, respectively, to be granted to Participating Optionholders if and when a certain clinical development milestone is achieved during the earnout period. These Earnout Shares will be delivered in the form of awards of RSUs granted pursuant to the Plan to such Participating Optionholders who are at the time of achievement of such milestone still providing services to the Company.

The development milestone consists of the achievement and public announcement of Positive Phase 3 Data for each of the Company’s BROADWAY clinical trial and BROOKLYN clinical trial at any time during the period beginning on November 22, 2022 and ending on the date that is five years after such date.

There is no impact on these financial statements with respect to these RSUs due to the uncertainty of achieving the clinical development milestone.

Chief Executive Officer Restricted Share Award

In July 2021, our chief executive officer, Michael Davidson, M.D., paid the fair market value of the underlying ordinary shares (in aggregate $838,806) when he made an investment in restricted shares issued through Depositary Receipts. The total fair value of these equity-settled share-based payment awards amounts to nil and there will be no expenses recognized in the income statement. This award had a four year vesting period with 25% vesting on August 1, 2021 and the remaining 75% vesting in equal monthly installments over the following three years.

In connection with the award arrangement, if Dr. Davidson leaves the Company, all unvested Ordinary Shares will be cancelled against payment by the Company to him of the lower of the (i) the purchase price paid and (ii) the fair market value of such Ordinary Shares at the time of forfeiture. In order to reflect the consideration paid and the possibility that the Ordinary Shares would be repurchased if Dr. Davidson becomes a "Good Leaver" (as such term is defined in the award agreement) during the vesting period, the Company has recognized the consideration as a financial liability until the award has fully vested, at which time it will be reclassified to equity provided that Dr. Davidson remains with the Company. This liability is measured at the lower of (i) the purchase price paid and (ii) the fair market value of the Ordinary Shares at the end of the reporting period. The liability for unvested Ordinary Shares as at December 31, 2023 and 2022 amounted to $0.1 million and $0.3 million, respectively.

For the year ended December 31, 2023, the movements in the number of Ordinary Shares outstanding are as follows:

As of December 31, 2023 and 2022, a total of 519,999 and 367,804 Ordinary Shares had vested, respectively.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income Before Provision for Income Taxes

The Company’s breakdown of its income before provision for income taxes for the years ended December 31, 2023, 2022 and 2021 is as follows:


	Year ended December 31,
(In thousands of USD)	2023			2022			2021
U.S.		(107,555	)		(604	)		(13,542	)
Netherlands		(69,355	)		(22,030	)		(28,243	)
Total		(176,910	)		(22,634	)		(41,785	)

Schedule of Components of Provision for Income Taxes

The components of our provision for income taxes for the years ended December 31, 2023, and 2022, are as follows:


	Year ended December 31,
(In thousands of USD)	2023		2022		2021
Current:
State		—		—		—
Federal		27		—		—
Total current		27		—		—
Deferred:
State		—		—		—
Federal		—		—		—
Total deferred		—		—		—
Provision for income taxes		27		—		—

Schedule of Effective Tax Rate

A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows:


	Year ended December 31,
	2023			2022			2021
Income tax at the federal statutory rate		25.80	%		25.80	%		25.80	%
Foreign rate differential		(2.94	%)		(0.13	%)		(1.56	%)
State taxes, net of federal benefit		0.71	%		(0.03	%)		—
FDII deduction		—			0.24	%		—
Warrants		(1.50	%)		(1.19	%)		—
Tax credits		5.31	%		0.73	%		—
Transaction costs		—			24.59	%		—
Share listing expense		—			6.96	%		7.63	%
Change in valuation allowance		(27.40	%)		(57.30	%)		(31.86	%)
Other		—			0.33	%		(0.01	%)
Effective tax rate		-0.02	%		0.00	%		0.00	%

Schedule of Deferred Tax Assets

Significant components of our deferred tax assets are as follows as of December 31, 2023 and 2022:


	Year ended December 31,
(In thousands of USD)	2023			2022
Deferred tax assets:
Amortization and depreciation		21,176			371
Accruals		509			167
Net operating loss carryforwards		75,686			57,766
Lease liability		13			29
IPR&D		22,884			22,884
Tax credit, federal		6,904			167
Tax credit, Massachusetts		2,685			23
Gross deferred tax assets		129,857			81,407
Valuation allowance		(129,845	)		(81,380	)
Deferred tax assets net of valuation allowance		12			27
Deferred tax liabilities:
Right-of-use-asset		(12	)		(27	)
Net deferred tax assets		—			—

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Amortization and depreciation	$ 21,176	$ 371
Accruals	509	167
Net operating loss carryforwards	75,686	57,766
Lease liability	13	29
IPR&D	22,884	22,884
Tax credit, federal	6,904	167
Tax credit, Massachusetts	2,685	23
Gross deferred tax assets	129,857	81,407
Valuation allowance	(129,845)	(81,380)
Deferred tax assets net of valuation allowance	12	27
Deferred tax liabilities:
Right-of-use-asset	$ (12)	$ (27)

Prepayments and Other Receivables

12 Months Ended

Dec. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Prepayments and Other Receivables

Note 6. Prepayments and Other Receivables

Prepayments and other receivables consisted of the following:


	As at December 31,
(In thousands of USD)	2023		2022
Prepaid research and development costs		2,337		5,771
Other prepaid expenses		2,123		2,410
Value added tax receivable		1,006		2,070
Other receivables		875		-
Total prepayments and other receivables		6,341		10,251

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Estimated Useful Lives of Property And Equipment

The estimated useful lives of property and equipment are as follows:


		Estimated Useful Life (in years)
Computer equipment		5
Office furniture and equipment		5

Net Loss Per Ordinary Share - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
Shares Exchanging Ratio	2.13%

Revenue - Additional Information (Details) $ in Thousands, € in Millions	12 Months Ended
	Dec. 31, 2023 EUR (€)	Dec. 31, 2023 USD ($) Number	Jan. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
License performance obligation	As such, two performance obligations for the Menarini License were identified at contract inception, comprising a license to use the Company’s intellectual property
Number of performance obligations \| Number		2
Upfront payment received to initial transaction price					$ 120,900
Allocation to license performance obligation				$ 98,600
Contingent payment \| €	€ 863
Revenue		$ 9,961		18,666
Research and Development Expense
Disaggregation of Revenue [Line Items]
Allocation to license performance obligation				$ 22,300
Menarini International Licensing Agreement
Disaggregation of Revenue [Line Items]
Revenue			$ 5,400

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Prepayments and Other Receivables - Schedule of Prepayments and Other Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid research and development costs	$ 2,337	$ 5,771
Other prepaid expenses	2,123	2,410
Value added tax receivable	1,006	2,070
Other receivables	875
Total prepayments and other receivables	$ 6,341	$ 10,251

Revenue - License Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
License revenue attributed from license performance obligation	$ 5,385	$ 98,613
License revenue attributed from R&D performance obligation	8,705	4,081
Total revenue	$ 14,090	$ 102,694

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Revenue

12 Months Ended

Dec. 31, 2023

Principal Transaction Revenue [Line Items]

Revenue

Note 4. Revenue

On June 23, 2022, NewAmsterdam Pharma Holding B.V. entered into a licensing agreement with A. Menarini International Licensing S.A. (“Menarini”) (the “Menarini License”), pursuant to which it granted Menarini an exclusive, royalty-bearing, sublicensable license under certain of its intellectual property and its regulatory documentation to undertake post approval development activities and commercialize multiple brands of obicetrapib, either as a sole active ingredient product or in a fixed dose combination with ezetimibe (the “Licensed Products”), for any use in the majority of European Countries (“Menarini Territory”).

The Company remains responsible for the development and commercialization costs related to Licensed Products, excluding local development, regulatory and commercialization costs incurred by Menarini in the Menarini Territory. In addition, Menarini is expected to purchase the Licensed Products from the Company in accordance with a supply agreement that is to be executed following the execution of the Menarini License and prior to commercialization. As such, the Company determined that the agreements should not be combined as a single contract pursuant to the guidance prescribed in ASC 606.

The Menarini License includes a non-refundable upfront payment, fixed reimbursements for the Company’s continued development costs, payments based upon the achievement of defined development, regulatory and

commercial milestones, sales-based royalties, and certain cost sharing payments made by Menarini to the Company and by the Company to Menarini.

The Company has evaluated the Menarini License based on the requirements of ASC 606 and has concluded the following:

Within the license performance obligation described below, there are various licenses granted under the Menarini License which do not currently represent distinct performance obligations in themselves, as the licenses are highly interrelated and Menarini would likely be unable to derive significant benefits from their access to these licenses on an individual basis.

•

The Company, considering that (i) there are no material restrictions included in the contract which would prevent Menarini to direct the use of, and obtain substantially all of the remaining benefits and (ii) the majority of the Company’s remaining development activities are in late-stage development and are not expected to significantly affect the functionality of the underlying intellectual property, concludes that the license as of the effective date of the contract has standalone value. As such, the Company concluded that the promise in granting the licenses to Menarini is to provide a right to use the Company’s intellectual property as it exists at the point in time at which the license is granted and therefore, revenue accrued and allocated to this performance obligation has been recognized at a point in time.

•

The Company has also identified an additional performance obligation that consists of the research and development activities related to the general development and commercialization costs related to Licensed Products. The Company determined that this performance obligation is satisfied over time as Menarini simultaneously receives and consumes the benefits of the services provided as they are performed. This is based on the fact that Menarini is receiving status of the research periodically which allows it to make informed decisions in its local development activities. The Company further considered that the licenses and the research and development services are not highly interdependent or highly interrelated because the Company is able to fulfill its promise to transfer the licenses regardless of fulfilling its promise to perform the remaining research and development services. The Company also concluded that the licenses are considered distinct as Menarini could benefit from the licenses together with readily available resources other than the Company’s research and development services. The Company utilizes a cost-based input method to measure its progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period. The Company believes this is the best measure of progress because other measures do not reflect how the Company transfers its performance obligation to Menarini. In applying the cost-based input method of revenue recognition, the Company uses actual clinical study enrollment figures as well as actual costs incurred relative to budgeted costs expected to be incurred attributable to the Menarini Territory for the performance obligation. These costs consist primarily of third-party contract costs relative to the level of patient enrollment in the studies. Revenue will be recognized based on the level of costs incurred relative to the total budgeted costs for the performance obligation.

As such, two performance obligations for the Menarini License were identified at contract inception, comprising a license to use the Company’s intellectual property (the “license performance obligation”) and a promise to continue the development activities for the licensed compound (the “R&D performance obligation”).

The Company’s assessment of the transaction price included an analysis of amounts it expected to receive, which at contract inception consisted of the non-refundable, upfront payment of $120.9 million that was received by the Company in July 2022. The Company considers this non-refundable fee to be the initial transaction price.

The Company has allocated the transaction price to each performance obligation identified on a relative stand-alone selling price basis. The Company has used a combination of methods to calculate the stand-alone selling prices, using the expected cost plus a margin approach to calculate the standalone selling price of the research and development services required in the Menarini License and needed to commercialize obicetrapib in the Menarini Territory and the residual approach to calculate the stand-alone selling price for the license based on the fair value of the total promised goods and services in the Menarini License considering that the Company has not yet established a price for licenses, has not historically sold licenses on a stand-alone basis (i.e., the selling price is uncertain), and

the amount allocated is consistent with the allocation objective as the Company believes the stated upfront amount is consistent with a risk-adjusted price that a market participant would be willing to pay for the licenses.

In 2022, at contract inception, the Company allocated $98.6 million to the license performance obligation which was immediately recognized as revenue in its consolidated statement of operations and comprehensive loss and $22.3 million to the R&D performance obligation, which is initially recognized as deferred revenue in the consolidated balance sheet. The revenue related to the R&D performance obligation is recognized over time as costs are incurred in connection with fulfilling the obligation. At each reporting date the Company reviews the total costs incurred to date and the total expected costs necessary to fulfill the R&D performance obligation. Revenue related to the R&D performance obligation is recognized based upon the percentage of total costs expected costs incurred to date based upon the latest information available to management.

The Menarini License also provides for certain milestone payments from Menarini to the Company upon the achievement of specified development, regulatory and commercial milestones linked to the enhanced value of the license performance obligation. More specifically, the Company is eligible to receive up to an additional €863 million upon the achievement of various clinical, regulatory and commercial milestones. These milestones are contingent payments. These milestone payments represent variable consideration that are not initially recognized within the transaction price, due to the scientific uncertainties around the commercialization of the Licensed Products based on the success of clinical trials. At the end of each reporting period, the Company assessed the probability of significant reversals for any amounts that became likely to be realized prior to recognizing the variable consideration associated with these payments within the transaction price.

In January 2023, the Company achieved a clinical milestone related to our Phase 2 ROSE2 clinical trial which resulted in the recognition of $5.4 million of revenue. The associated milestone payment from Menarini was received in April 2023. Revenues related to the achievement of milestones under the Menarini License are attributed to the license performance obligation and are recorded when earned.

The deferred revenue is recognized within current and non-current liabilities based on the expected timing of the associated research and development services. In connection with the Menarini License, the company recognizes as current liabilities the amount for which it expects to perform the associated services within twelve months after the reporting period and the remaining amounts are recognized as non-current liabilities.

Lastly, the Company is entitled to receive tiered royalty payments based on annual aggregate net sales of all Licensed Products in the Menarini Territory, subject to specified reductions upon commercialization. The royalty term begins for each Licensed Product on a country-by-country basis upon the first commercial sale of such product in such country and ends on the later of (i) the expiration of the last-to-expire patent that includes a valid claim, (ii) the expiration of regulatory exclusivity in such country for such Licensed Product and (iii) a specified number of years after the first commercial sale of such Licensed Product in such country (the term of the agreement). In accordance with ASC 606, the Company recognizes revenue from royalty payments at the later of (i) the occurrence of the subsequent sale; or (ii) the performance obligation to which some or all of the sales-based milestone or royalty payments has been allocated has been satisfied. The Company anticipates recognizing these royalty payments if and when subsequent sales are generated from the Licensed Products.

To date the Menarini License has been the only source of revenue to the Company and all such revenues derive from Italy.

Revenue consisted of the following:


	Year ended December 31,
(In thousands of USD)	2023		2022		2021
License revenue attributed from license performance obligation		5,385		98,613		—
License revenue attributed from R&D performance obligation		8,705		4,081		—
Total revenue		14,090		102,694		—

The following table presents changes in the balance of the Company’s deferred revenue:


(In thousands of USD)	2023			2022
Beginning balance on January 1		18,666			—
Addition of deferred revenue under the Menarini License		—			22,332
Revenue recognized under the Menarini License during the period		(8,705	)		(4,081	)
Effect of currency translation		—			415
Ending balance on December 31		9,961			18,666

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Benefit Plan

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Benefit Plan

Note 12. Benefit Plan

The Company sponsors a 401(k) retirement plan for its U.S. employees. The plan allows eligible employees to voluntarily defer a portion of their annual compensation on a pre-tax basis, subject to the maximum annual amounts as set periodically by the IRS. The Company makes matching contributions of 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. The Company made matching contributions of $120 thousand, $70 thousand and $40 thousand for the years ended December 31, 2023, 2022 and 2021, respectively. Company contributions vest immediately for each participant.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
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+ Details

Related Parties

12 Months Ended

Dec. 31, 2023

Related Parties

Note 14. Related Parties

In the ordinary course of business, the Company may enter into transactions with entities that are associated with a party that meets the criteria of a related party of the Company. These transactions are reviewed quarterly and to date have not been material to the Company’s consolidated financial statements.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

Fair Value Measurements - Summary of Reconciliation of Earnout Liability Measured on Recurring Basis Using Level 3 Inputs (Details) - Recurring - Level 3 - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 6,815	$ 7,522
Change in fair value	$ 707	$ 266
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in Fair Value of Earnout and Warrants	Change in Fair Value of Earnout and Warrants
Ending balance	$ 7,522	$ 7,788

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

Functional and Reporting Currency

Consolidation

Use of Estimates

Fair Value Measurements

•

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Segment Information

Cash

Property Plant and Equipment, Net

The estimated useful lives of property and equipment are as follows:


		Estimated Useful Life (in years)
Computer equipment		5
Office furniture and equipment		5

Impairment of Long-Lived Assets

Leases

Derivative Warrants Liability

Derivative Earnout Liability

Convertible debt and embedded redemption features

Tranche Rights

Profit rights - Dezima acquisition

use by which the economic benefits could be anticipated and estimated. Therefore, it did not meet the definition of an asset and was expensed as incurred.

Revenue Recognition

The Company recognizes revenue in accordance with FASB Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and subsequent amendments (collectively, “ASC 606”).

Under ASC 606, to determine the recognition of revenue, the Company performs the following five steps:

identify the contract(s) with the customer;

identify the performance obligations in the in the contract;

determine the transaction price;

allocate the transaction price to the performance obligations in the contract; and

recognize revenue when (or as) the Company satisfies a performance obligation.

Research and Development Expense

Selling, General and Administrative Expenses

Expenses are recognized on the accrual basis when incurred.

Personnel Expenses

Wages and salaries, social security contributions, payroll taxes, bonuses, and other employee benefits are recognized on the accrual basis in which the employee provides the associated services.

Share-Based Compensation

Net Loss Per Share

Income Taxes

Foreign Currency and Currency Translation

Recently Issued Accounting Pronouncements

Share-Based Compensation - Summary of Movements In The Number Of Ordinary Shares Outstanding (Details)	Dec. 31, 2023 shares
Share-Based Payment Arrangement [Abstract]
Outstanding, Beginning Balance	608,779
Outstanding, Ending Balance	608,779

The Company - Additional Information (Details) $ in Thousands	Dec. 31, 2023 € / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 € / shares	Dec. 31, 2022 USD ($)	Jul. 25, 2022 € / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Ordinary shares, par value \| € / shares	€ 0.12		€ 0.12		€ 0.12
Accumulated deficit		$ 316,973		$ 140,036
Cash		$ 340,450		$ 467,728

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Net Loss Per Ordinary Share - Summary of Potentially Dilutive Securities Have Been Excluded From The Computation Of Diluted Weighted-average Ordinary Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	19,800,730	15,913,861	4,185,360
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	15,783,509	11,146,861	4,185,360
Outstanding warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,017,221	4,767,000

Net Loss Per Ordinary Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss per Ordinary Share

Note 11. Net Loss per Ordinary Share

As discussed in Note 3, in connection with the Business Combination the Participating Shareholders exchanged their interest in the outstanding shares of NewAmsterdam Pharma Holding B.V. for shares in the Company at a ratio of approximately 2.13. In order to present net loss per ordinary share on a comparable basis across all periods, the number of ordinary shares outstanding prior to the Business Combination have been adjusted for the exchange ratio of approximately 2.13 for the purposes of calculating the number of weighted average shares outstanding.

Basic and diluted net loss per ordinary share was calculated as follows:


	Year ended December 31,
(In thousands of USD, except share and per share amounts)	2023			2022			2021
Net loss		(176,937	)		(22,634	)		(41,785	)
Weighted average ordinary shares outstanding, basic and diluted		82,161,956			18,966,235			10,978,874
Net loss per ordinary share, basic and diluted		(2.15	)		(1.19	)		(3.81	)

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average ordinary shares outstanding as they would be anti-dilutive:


	Year ended December 31,
	2023		2022		2021
Stock options		15,783,509		11,146,861		4,185,360
Outstanding warrants		4,017,221		4,767,000		-
Total		19,800,730		15,913,861		4,185,360

Net Loss Per Ordinary Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule Of Basic And Diluted Net Loss Per Ordinary Share

Basic and diluted net loss per ordinary share was calculated as follows:


	Year ended December 31,
(In thousands of USD, except share and per share amounts)	2023			2022			2021
Net loss		(176,937	)		(22,634	)		(41,785	)
Weighted average ordinary shares outstanding, basic and diluted		82,161,956			18,966,235			10,978,874
Net loss per ordinary share, basic and diluted		(2.15	)		(1.19	)		(3.81	)

Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Ordinary Shares Outstanding

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average ordinary shares outstanding as they would be anti-dilutive:


	Year ended December 31,
	2023		2022		2021
Stock options		15,783,509		11,146,861		4,185,360
Outstanding warrants		4,017,221		4,767,000		-
Total		19,800,730		15,913,861		4,185,360