SC 13D

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

3,968,000 (1)

Sole Dispositive Power

0

Shared Dispositive Power

3,968,000 (1)

0001193125-22-296700.txt : 20221202 0001193125-22-296700.hdr.sgml : 20221202 20221201173332 ACCESSION NUMBER: 0001193125-22-296700 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20221202 DATE AS OF CHANGE: 20221201 GROUP MEMBERS: ALBERT CHA GROUP MEMBERS: DAN ESTES GROUP MEMBERS: FHMLS X, L.L.C. GROUP MEMBERS: FHMLS X, L.P. GROUP MEMBERS: FHMLS XI, L.L.C. GROUP MEMBERS: FHMLS XI, L.P. GROUP MEMBERS: FHMLSP OVERAGE, L.L.C. GROUP MEMBERS: FHMLSP OVERAGE, L.P. GROUP MEMBERS: FHMLSP, L.L.C. GROUP MEMBERS: FHMLSP, L.P. GROUP MEMBERS: FRAZIER LIFE SCIENCES OVERAGE FUND L.P. GROUP MEMBERS: FRAZIER LIFE SCIENCES PUBLIC FUND, L.P. GROUP MEMBERS: FRAZIER LIFE SCIENCES X, L.P. GROUP MEMBERS: FRAZIER LIFE SCIENCES XI, L.P. GROUP MEMBERS: JAMES BRUSH GROUP MEMBERS: JAMES N. TOPPER GROUP MEMBERS: PATRICK J. HERON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NewAmsterdam Pharma Co N.V. CENTRAL INDEX KEY: 0001936258 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-93833 FILM NUMBER: 221439751 BUSINESS ADDRESS: STREET 1: GOOIMEER 2-35 CITY: NARRDEN STATE: P7 ZIP: 1411 DC BUSINESS PHONE: 35 206 2971 MAIL ADDRESS: STREET 1: GOOIMEER 2-35 CITY: NARRDEN STATE: P7 ZIP: 1411 DC FORMER COMPANY: FORMER CONFORMED NAME: NewAmsterdam Pharma Co B.V. DATE OF NAME CHANGE: 20220701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frazier Lifesciences Sponsor LLC CENTRAL INDEX KEY: 0001828906 IRS NUMBER: 981562544 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TWO UNION SQUARE STREET 2: 601 UNION STREET SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 617-570-8364 MAIL ADDRESS: STREET 1: TWO UNION SQUARE STREET 2: 601 UNION STREET SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13D 1 d425988dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. )*

NewAmsterdam Pharma Company N.V.

(Name of Issuer)

Ordinary Shares, nominal value €0.12 per share

(Title of Class of Securities)

N62509 109

(CUSIP Number)

Two Union Square

601 Union St., Suite 3200

Seattle, WA 98101

Tel: +1 (206) 621-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 22, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d 1(e), 240.13d 1(f) or 240.13d 1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

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


CUSIP No. N62509 109		Schedule 13D		Page 2 of 26


1.		Names of Reporting Persons Frazier Lifesciences Sponsor LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

(1)

Includes 167,000 ordinary shares (“Ordinary Shares”), nominal value €0.12 per share, of NewAmsterdam Pharma Company N.V. (the “Issuer”) underlying 167,000 warrants to purchase Ordinary Shares (“Warrants”) held by Frazier Lifesciences Sponsor LLC (the “Sponsor”), each exercisable for one Ordinary Share at a price of $11.50 per share beginning on December 22, 2022.

(2)	Based on 81,559,780 Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 3 of 26


1.		Names of Reporting Persons Frazier Life Sciences X, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes 333,333 Ordinary Shares underlying the 333,333 Warrants held by Frazier Life Sciences X, L.P. (“FLS X”), each exercisable for one Ordinary Share at a price of $11.50 per share beginning on December 22, 2022.

(2)	Based on 81,559,780 Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 4 of 26


1.		Names of Reporting Persons FHMLS X, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes 333,333 Ordinary Shares underlying the 333,333 Warrants held by FLS X, each exercisable for one Ordinary Share at a price of $11.50 per share beginning on December 22, 2022.

(2)	Based on 81,559,780 Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 5 of 26


1.		Names of Reporting Persons FHMLS X, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes 333,333 Ordinary Shares underlying the 333,333 Warrants held by FLS X, each exercisable for one Ordinary Share at a price of $11.50 per share beginning on December 22, 2022.

(2)	Based on 81,559,780 Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 6 of 26


1.		Names of Reporting Persons Frazier Life Sciences XI, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 7 of 26


1.		Names of Reporting Persons FHMLS XI, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 8 of 26


1.		Names of Reporting Persons FHMLS XI, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 9 of 26


1.		Names of Reporting Persons Frazier Life Sciences Public Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 10 of 26


1.		Names of Reporting Persons FHMLSP, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 11 of 26


1.		Names of Reporting Persons Frazier Life Sciences Overage Fund L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 12 of 26


1.		Names of Reporting Persons FHMLSP Overage, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 13 of 26


1.		Names of Reporting Persons FHMLSP Overage, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 14 of 26


1.		Names of Reporting Persons FHMLSP, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 15 of 26


1.	Names of Reporting Persons James N. Topper
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States citizen
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 9,801,333 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 9,801,333 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,801,333 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 12.0% (2)
14.	Type of Reporting Person (See Instructions) IN

(1)	Includes (i) 167,000 Ordinary Shares underlying 167,000 Warrants held by the Sponsor and (ii) 333,333 Ordinary Shares underlying the 333,333 Warrants held by FLS X, each exercisable for one Ordinary Share at a price of $11.50 per share beginning on December 22, 2022.

(2)	Based on 81,559,780 Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 16 of 26


1.		Names of Reporting Persons Patrick J. Heron
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States Citizen

(1)	Includes (i) 167,000 Ordinary Shares underlying 167,000 Warrants held by the Sponsor and (ii) 333,333 Ordinary Shares underlying the 333,333 Warrants held by FLS X, each exercisable for one Ordinary Share at a price of $11.50 per share beginning on December 22, 2022.

(2)	Based on 81,559,780 Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 17 of 26


1.		Names of Reporting Persons Dan Estes
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 18 of 26


1.		Names of Reporting Persons Albert Cha
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.


CUSIP No. N62509 109		Schedule 13D		Page 19 of 26


1.		Names of Reporting Persons James Brush
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Based on 81,559,780 shares of Class A Ordinary Shares that were outstanding on November 22, 2022, as set forth in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on November 28, 2022.

ITEM 1.

SECURITY AND ISSUER.

This Statement on Schedule 13D (this “Schedule 13D”) relates to the ordinary shares (the “Ordinary Shares”), nominal value €0.12 per share, of NewAmsterdam Pharma Company N.V., a public limited liability company (naamloze vennotschap) incorporated under the laws of the Netherlands (the “Issuer”). The address of the Issuer’s principal executive office is Gooimeer 2-35, 1411 DC Naarden, The Netherlands. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ITEM 2.

IDENTITY AND BACKGROUND.

(a) This Schedule 13D is being filed by the following persons: (i) Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), (ii) Frazier Life Sciences X, L.P., a Delaware limited partnership (“FLS X”), (iii) FHMLS X, L.P., a Delaware limited partnership, (iv) FHMLS X, L.L.C., a Delaware limited liability company, (v) Frazier Life Sciences XI, L.P., a Delaware limited partnership (“FLS XI”), (vi) FHMLS XI, L.P., a Delaware limited partnership, (vii) FHMLS XI, L.L.C., a Delaware limited liability company, (viii) Frazier Life Sciences Public Fund, L.P., a Delaware limited partnership (“FLSPF”), (ix) FHMLSP, L.P., a Delaware limited partnership, (x) FHMLSP, L.L.C., a Delaware limited liability company, (xi) Frazier Life Sciences Overage Fund, L.P., a Delaware limited partnership (“FLSOF”), (xii) FHMLSP Overage, L.P., a Delaware limited partnership, (xiii) FHMLSP Overage, L.L.C., a Delaware limited liability company, (xiv) James N. Topper, (xv) Patrick J. Heron, (xvi) Dan Estes, (xvii) Albert Cha and (xviii) James Brush (together with Mr. Topper, Mr. Heron, Mr. Estes and Mr. Cha, the “Members”). Each of the foregoing persons are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

(b) The address of the principal place of business for the Sponsor is: c/o Frazier Lifesciences Sponsor LLC, 601 Union Street, Suite 3200, Seattle, WA 98101. The address of the principal place of business for each of the Reporting Persons other than the Sponsor is: c/o Frazier Healthcare Partners, 601 Union Street, Suite 3200, Seattle, WA 98101.

(c) The Sponsor’s principal business is to act as the sponsor of Frazier Lifesciences Acquisition Corporation, the Issuer’s predecessor (“FLAC”), in connection with the initial public offering (“IPO”) of FLAC and the Business Combination (as defined below). FLS X, FLS XI, FLSPF and FLSOF are venture capital funds concentrating in life sciences and related fields. The sole business of FHMLS X, L.P. is to serve as general partner of FLS X. The sole business of FHMLS XI, L.L.C. is to serve as general partner of FHMLS X, L.P. The sole business of FHMLS XI, L.P. is to serve as general partner of FLS XI. The sole business of FHMLS XI, L.L.C. is to serve as general partner of FHMLS XI, L.P. The sole business of FHMLSP, L.P. is to serve as general partner of FLSPF. The sole business of FHMLSP, L.L.C. is to serve as general partner of FHMLSP, L.P. The sole business of FHMLSP Overage, L.P. is to serve as general partner of FLSOF. The sole business of FHMLSP Overage, L.L.C. is to serve as general partner of FHMLSP Overage, L.P. The principal business of the Members is to manage FLS X, FLS XI, FLSPF, FLSOF, FHMLS X, L.P., FHMLS XI, L.P., FHMLSP, L.P., FHMLSP Overage, L.P., FHMLS X, L.L.C., FHMLS XI, L.L.C., FHMLSP, L.L.C., FHMLSP Overage, L.L.C., and a number of affiliated partnerships with similar businesses. FLS X is also the sole member of the Sponsor and Mr. Topper serves as a manager of the Sponsor.

(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship:


Entities:		The Sponsor – Cayman Islands
		FLS X — Delaware, U.S.A.
		FHMLS X, L.P. — Delaware, U.S.A.
		FHMLS X, L.L.C. — Delaware, U.S.A.


		FLS XI — Delaware, U.S.A.
		FHMLS XI, L.P. — Delaware, U.S.A.
		FHMLS XI, L.L.C. — Delaware, U.S.A.
		FLSPF — Delaware, U.S.A.
		FHMLSP, L.P. — Delaware, U.S.A.
		FHMLSP, L.L.C. — Delaware, U.S.A.
		FLSOP — Delaware, U.S.A.
		FHMLP Overage, L.P. — Delaware, U.S.A.
		FHMLSP Overage, L.L.C. — Delaware, U.S.A.

Individuals:		James N. Topper — United States Citizen
		Patrick J. Heron — United States Citizen
		Dan Estes — United States Citizen
		Albert Cha — United States Citizen
		James Brush — United States Citizen

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

ITEM 4.

PURPOSE OF TRANSACTION.

The Ordinary Shares to which this Schedule 13D relates were acquired by the Reporting Persons in connection with a business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement (the “Business Combination Agreement”), dated July 25, 2022, by and among FLAC, the Issuer, NewAmsterdam Pharma Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, and NewAmsterdam Pharma Investment Corporation, a Cayman Islands exempted company. The Business Combination closed on November 22, 2022 (the “Closing Date”).

In connection with the closing of the Business Combination, the Reporting Persons were issued (i) an aggregate of 4,801,000 Ordinary Shares upon the conversion of Class A ordinary shares (the “Class A Ordinary Shares”), par value $0.0001 per share, of FLAC that were issued to the Sponsor in a private placement prior to FLAC’s IPO and (ii) an aggregate of 500,333 warrants to purchase Ordinary Shares (the “Warrants”), each exercisable for one Ordinary Share at a price of $11.50 per share beginning on December 22, 2022, upon the conversion of warrants to purchase Class A Ordinary Shares that were purchased from FLAC in a private placement that closed simultaneously with the consummation of FLAC’s IPO.

On November 22, 2022, concurrently with the closing of the Business Combination, the Reporting Persons were issued an aggregate 4,500,000 Ordinary Shares by the Issuer in a private placement that closed simultaneously with the consummation of the Business Combination, pursuant to subscription agreements previously entered into among the Reporting Persons, FLAC and the Issuer.

The Reporting Persons beneficially own the Ordinary Shares and Warrants for investment purposes. The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, and subject to any restrictions described herein, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the Issuer’s securities beneficially owned by the Reporting Persons in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) As of the date hereof, the Reporting Persons beneficially owned an aggregate of 9,301,000 Ordinary Shares and 500,333 Warrants, consisting of: (i) 3,801,000 Ordinary Shares and 167,000 Warrants directly beneficially owned by the Sponsor (collectively, the “Sponsor Securities”), (ii) 3,000,000 Ordinary Shares and 333,333 Warrants directly beneficially owned by FLS X (the “FLS X Securities”), (iii) 500,000 Ordinary Shares directly beneficially owned by FLS XI (the “FLS X Securities”), (iv) 1,000,000 Ordinary Shares directly beneficially owned by FLSPF (the “FLSPF Securities”) and (v) 1,000,000 Ordinary Shares directly beneficially owned by FLSOF (the “FLSOF Securities”).

As the sole member of the Sponsor, FLS X may be deemed to beneficially own the Sponsor Securities. As the sole general partner of FLS X, FHMLS X, L.P. may be deemed to beneficially own the Sponsor Securities and the FLS X Securities. As the sole general partner of FHMLS X, L.P., FHMLS X, L.L.C. may be deemed to beneficially own the Sponsor Securities and the FLS X Securities. As members of FHMLS X, L.L.C. and managers of each of FLS X, FHMLS X, L.P. and FHMLS X, L.L.C., each of Mr. Topper and Mr. Heron may be deemed to beneficially own the Sponsor Securities and the FLS X Securities. Mr. Topper also serves as a manager of the Sponsor.

As the sole general partner of FLS XI, FHMLS XI, L.P. may be deemed to beneficially own the FLS XI Securities. As the sole general partner of FHMLS XI, L.P., FHMLS XI, L.L.C. may be deemed to beneficially own the FLS XI Securities. As members of FHMLS XI, L.L.C. and managers of each of FLS XI, FHMLS XI, L.P. and FHMLS XI, L.L.C., each of Mr. Topper, Mr. Heron and Mr. Estes may be deemed to beneficially own the FLS XI Securities.

As the sole general partner of FLSPF, FHMLSP, L.P. may be deemed to beneficially own the FLSPF Securities. As the sole general partner of FHMLSP, L.P., FHMLSP, L.L.C. may be deemed to beneficially own the FLSPF Securities. As members of FHMLSP, L.L.C. and managers of each of FLSPF, FHMLSP, L.P. and FHMLSP, L.L.C., each of Mr. Topper, Mr. Heron and Mr. Estes may be deemed to beneficially own the FLSPF Securities.

As the sole general partner of FLSOF, FHMLSP Overage, L.P. may be deemed to beneficially own the FLSOF Securities. As the sole general partner of FHMLSP Overage, L.P., FHMLSP Overage, L.L.C. may be deemed to beneficially own the FLSOF Securities. As members of FHMLSP Overage, L.L.C. and managers of each of FLSOF, FHMLSP Overage, L.P. and FHMLSP Overage, L.L.C., each of Mr. Topper, Mr. Heron, Mr. Cha and Mr. Brush may be deemed to beneficially own the FLSOF Securities.

(c) Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and 6 incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The responses to Items 3, 4 and 5 are incorporated by reference into Item 6.

Joint Filing Agreement

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed hereto as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, FLAC, NewAmsterdam Pharma and the Issuer entered into a Support Agreement (the “Sponsor Support Agreement”) with the holders of all issued and outstanding Class B ordinary shares, par value $0.0001 per share, of FLAC (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “FLAC Shares”), including the Sponsor (together with the holders of all other issued and outstanding FLAC Class B Ordinary Shares, the “FLAC Initial Shareholders”), pursuant to

which the FLAC Initial Shareholders agreed to (a) vote (i) in favor of the Business Combination Agreement and the transactions contemplated thereby (the “Transactions”), including in favor of each transaction proposal set forth in the Business Combination Agreement, (ii) in favor of any other matter reasonably necessary or required to cause the consummation of the Transactions, and (iii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay the consummation of the Transactions; (b) waive any adjustment to the conversion ratio set forth in FLAC’s amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the FLAC Class B Ordinary Shares held by them; and (c) waive any redemption rights, including with respect to the Class A Ordinary Shares purchased in FLAC’s initial public offering or in the aftermarket, in connection with the Business Combination.

Pursuant to the Sponsor Support Agreement, each FLAC Initial Shareholder agreed not to sell, assign, offer to sell, contract, pledge, grant proxies with respect to, deposit into a voting trust, or otherwise dispose of or enter into any swap or other similar arrangement, with respect to the FLAC Shares or warrants to purchase Class A Ordinary Shares (the “FLAC Warrants”) held by such FLAC Initial Shareholder, subject to certain exceptions, until the earlier of (a) the effective date of the merger of Merger Sub with and into FLAC and (b) the valid termination of the Business Combination Agreement.

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as Exhibit 99.6 to this Schedule 13D and incorporated herein by reference.

Investor Rights Agreement

On the Closing Date, the Issuer entered into an Investor Rights Agreement with the FLAC Initial Shareholders and certain NewAmsterdam Pharma shareholders (the “Investor Rights Agreement”), providing for, among other things, subject to the terms thereof, customary registration rights, including demand and piggy-back rights subject to cut-back provisions. Pursuant to the Investor Rights Agreement, the Issuer will be required to file a registration statement to register the Ordinary Shares covered by the Investor Rights Agreement no later than 30 days following consummation of the Business Combination.

Pursuant to the Investor Rights Agreement, certain NewAmsterdam Pharma shareholders have agreed not to sell, assign, offer to sell, contract, pledge, grant, or otherwise dispose of or enter into any swap or other similar arrangement, with respect to the Ordinary Shares such persons received in connection with the Business Combination for six months from the final closing date of the Business Combination, subject to certain limited exceptions. In addition, the FLAC Initial Shareholders have agreed not to sell, assign, offer to sell, contract, pledge, grant, or otherwise dispose of or enter into any swap or other similar arrangement, with respect to the Ordinary Shares they received in connection with the Business Combination for a period beginning on the final closing date and ending one year after the final closing date of the Business Combination. Notwithstanding the foregoing, the restrictions above will end prior to the indicated time periods with respect to 50% of the Ordinary Shares held by the NewAmsterdam Pharma shareholders and the FLAC Initial Shareholders, as the case may be, received in connection with the Business Combination, on the earlier of the date that (i) the closing price of an Ordinary Share equals or exceeds $12.00 per share (subject to certain adjustments) for any 20 trading days within any 30-day trading period commencing at least 150 after the final closing date of the Business Combination, or (ii) the Issuer completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Issuer’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, subject to certain limited exceptions. The share transfer restrictions above will not apply with respect to sales to cover withholding taxes due upon vesting of equity awards and, in the case of directors or officers of the Issuer, with respect to the sale of up to 10% of the Ordinary Shares held by each of them.

The foregoing description of the Investor Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Support Agreement, the form of which is included as Exhibit 99.7 to this Schedule 13D and incorporated herein by reference.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.


Exhibit 99.1		Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit 99.2		Power of Attorney granted by James Brush.

Exhibit 99.3		Power of Attorney granted by Albert Cha.

Exhibit 99.4		Power of Attorney granted by Dan Estes.

Exhibit 99.5		Power of Attorney granted by Patrick J. Heron.

Exhibit 99.6		Company Support Agreement, dated as of July 25, 2022 by and between Frazier Lifesciences Acquisition Corporation, NewAmsterdam Pharma Holding B.V., NewAmsterdam Pharma Company B.V., NewAmsterdam Pharma Investment Corporation and certain investors (incorporated by reference to Annex E to the Registration Statement on Form F-4 (Reg. No. 333-266510), filed with the SEC on October 13, 2022).

Exhibit 99.7		Form of Investor Rights Agreement (incorporated by reference to Annex G to the Registration Statement on Form F-4 (File No. 333-266510), filed with the SEC on October 13, 2022).

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated: December 1, 2022


FRAZIER LIFE SCIENCES X, L.P.
By FHMLS X, L.P., its general partner
By FHMLS X, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS X, L.P.
By FHMLS X, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS X, L.L.C.

By:		*
		James N. Topper, Managing Director

FRAZIER LIFE SCIENCES XI, L.P.
By FHMLS XI, L.P., its general partner
By FHMLS XI, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS XI, L.P.
By FHMLS XI, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS XI, L.L.C.

By:		*
		James N. Topper, Managing Director

FRAZIER LIFE SCIENCES PUBLIC FUND, L.P.
By FHMLSP, L.P., its general partner
By FHMLSP, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director


FHMLSP, L.P.
By FHMLSP, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLSP, L.L.C.

By:		*
		James N. Topper, Managing Director

FRAZIER LIFE SCIENCES OVERAGE FUND, L.P.
By FHMLSP Overage, L.P., its general partner
By FHMLSP Overage, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLSP OVERAGE, L.P.
By FHMLSP Overage, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS OVERAGE, L.L.C.

By:		*
		James N. Topper, Managing Director

By:		*
		James Brush

By:		*
		Albert Cha

*By:		*
		Dan Estes

By:		*
		Patrick J. Heron

*By:		/s/ James N. Topper
		James N. Topper, as Attorney-in-Fact

This Schedule 13D was executed by James N. Topper on behalf of the individuals listed above pursuant to a Power of Attorney, copies of which are being filed herewith.

EX-99.1 2 d425988dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of NewAmsterdam Pharma Company N.V. and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of December 1, 2022.


FRAZIER LIFE SCIENCES X, L.P.
By FHMLS X, L.P., its general partner
By FHMLS X, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS X, L.P.
By FHMLS X, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS X, L.L.C.

By:		*
		James N. Topper, Managing Director

FRAZIER LIFE SCIENCES XI, L.P.
By FHMLS XI, L.P., its general partner
By FHMLS XI, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS XI, L.P.
By FHMLS XI, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS XI, L.L.C.

By:		*
		James N. Topper, Managing Director

FRAZIER LIFE SCIENCES PUBLIC FUND, L.P.
By FHMLSP, L.P., its general partner
By FHMLSP, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director


FHMLSP, L.P.
By FHMLSP, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLSP, L.L.C.

By:		*
		James N. Topper, Managing Director

FRAZIER LIFE SCIENCES OVERAGE FUND, L.P.
By FHMLSP Overage, L.P., its general partner
By FHMLSP Overage, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLSP OVERAGE, L.P.
By FHMLSP Overage, L.L.C., its general partner

By:		*
		James N. Topper, Managing Director

FHMLS OVERAGE, L.L.C.

By:		*
		James N. Topper, Managing Director

By:		*
		James Brush

By:		*
		Albert Cha

*By:		*
		Dan Estes

By:		*
		Patrick J. Heron

*By:		/s/ James N. Topper
		James N. Topper, as Attorney-in-Fact

This agreement was executed by James N. Topper on behalf of the individuals listed above pursuant to a Power of Attorney, copies of which were filed with the SEC on December 1, 2022.

EX-99.2 3 d425988dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Limited Power of Attorney

The undersigned hereby constitutes and appoints James N. Topper, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of NewAmsterdam Pharma Company N.V. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 30, 2022.

/s/ James Brush

James Brush

EX-99.3 4 d425988dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

Limited Power of Attorney

The undersigned hereby constitutes and appoints James N. Topper, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 30, 2022.

/s/ Albert Cha

Albert Cha

EX-99.4 5 d425988dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

Limited Power of Attorney

The undersigned hereby constitutes and appoints James N. Topper, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 30, 2022.

/s/ Dan Estes

Dan Estes

EX-99.5 6 d425988dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

Limited Power of Attorney

The undersigned hereby constitutes and appoints James N. Topper, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 30, 2022.

/s/ Patrick J. Heron

Patrick J. Heron