SC 13G/A

NAMES OF REPORTING PERSONS

Pivotal bioVenture Partners Fund I, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Akouos, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00973J101

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1(a).

Name of Issuer:

Akouos, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

645 Summer Street, Suite 200

Boston, MA 02210

Item 2(a).

Names of Persons Filing:

The name of the persons filing this report (the “Reporting Persons”) are:


(i)		Pivotal bioVentures Partners Fund I, L.P. (“Pivotal”)

(ii)		Pivotal bioVentures Partners Fund I G.P. (“Pivotal GP”)

(iii)		Pivotal bioVentures Partners Fund I U.G.P., Ltd. (the “Ultimate General Partner”)

(iv)		Pivotal Partners Ltd. (“Pivotal Partners”)

(v)		Pivotal Life Sciences Limited (“Pivotal Life Sciences”)

(vi)		Nan Fung Group Holdings Limited (“NFGHL”)

(vii)		NF Investment Holdings Limited (“NFIHL”)

(viii)		Nan Fung Life Sciences Holdings Limited (“Nan Fung Life Sciences”)

(ix)		NFLS Beta Limited (“NFLS”)

(x)		NFLS Platform Holdings Limited (“NFLS Platform”)

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of Pivotal, Pivotal GP, the Ultimate General Partner, Pivotal Partners and Pivotal Life Sciences is:

1114 Avenue of the Americas, 22^nd Floor

New York, NY 10036

The address of the principal business office of NFGHL is:

23^rd Floor, Nan Fung Tower,

88 Connaught Road Central, Hong Kong.

The registered office address of NFIHL is:

Vistra Corporate Services Centre, Wickhams Cay II,

Roads Town, Tortola, VG1110 British Virgin Islands.

Item 2(c).

Citizenship:



Pivotal		Cayman Islands

Pivotal GP		Cayman Islands

The Ultimate General Partner		Cayman Islands

Pivotal Partners		Cayman Islands

Pivotal Life Sciences		Cayman Islands

NFGHL		British Virgin Islands


NFIHL		British Virgin Islands

Nan Fung Life Sciences		British Virgin Islands

NFLS		British Virgin Islands

NFLS Platform		Cayman Islands

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 (“Common Stock”)

Item 2(e).

CUSIP Number:

00973J101

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 34,493,896 outstanding shares of Class A Common Stock as reported in the Issuer’s Form 10-Q filed November 12, 2021.

Pivotal directly holds 1,591,154 shares of Common Stock. Pivotal GP is the general partner of Pivotal. The Ultimate General Partner is the general partner of Pivotal GP. The Ultimate General Partner is wholly-owned by Pivotal Partners. Pivotal Partners is wholly-owned by Pivotal Life Sciences. Pivotal Life Sciences is wholly-owned by Nan Fung Life Sciences, and Nan Fung Life Sciences is wholly owned by NFIHL, which is wholly owned by NFGHL. The members of the Executive Committee of NFGHL make investment decisions with respect to the securities of the Issuer held by Pivotal. Mr. Kam Chung Leung, Mr. Frank Kai Shui Seto, Mr. Vincent Sai Sing Cheung, Mr. Pui Kuen Cheung, Mr. Kin Ho Kwok, Ms. Vanessa Tih Lin Cheung, Mr. Meng Gao and Mr. Chun Wai Nelson Tang are the members of the Executive Committee of NFGHL.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022


PIVOTAL BIOVENTURE PARTNERS FUND I, L.P. By: PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P. Its General Partner, By: PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD. Its General Partner,

By:		/s/ Robert Hopfner
		Robert Hopfner Authorized Signatory

PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P. By: PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD Its General Partner,

By:		/s/ Robert Hopfner
		Robert Hopfner Authorized Signatory

PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD.

By:		/s/ Robert Hopfner
		Robert Hopfner Authorized Signatory

PIVOTAL PARTNERS LTD

By:		/s/ Sun Xintong
Name:		Sun Xintong
Title:		Director

PIVOTAL LIFE SCIENCES HOLDINGS LIMITED

By:		/s/ Sun Xintong
Name:		Sun Xintong
Title:		Director


NAN FUNG GROUP HOLDINGS LIMITED

By:		/s/ Tang Chun Wai Nelson
		Tang Chun Wai Nelson Director

By:		/s/ Cheung Vincent Sai Sing
		Cheung Vincent Sai Sing Director

NF INVESTMENT HOLDINGS LIMITED

By:		/s/ Tang Chun Wai Nelson
		Tang Chun Wai Nelson Director

NAN FUNG LIFE SCIENCES HOLDINGS LIMITED

By:		/s/ Sun Xintong
		Sun Xintong Director

NFLS BETA LIMITED

By:		/s/ Sun Xintong
		Sun Xintong Director

NFLS PLATFORM HOLDINGS LIMITED

By:		/s/ Sun Xintong
		Sun Xintong Director