UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): September 22, 2023 (September 18, 2023)

Date of Report (Date of earliest event reported): September 15, 2023 (September 11, 2023)

Ambrx Biopharma Inc.

(Exact name of Registrant as Specified in Its Charter)

Cayman Islands	001-40505	~~001-40505~~N/A	~~N/A~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
10975 North Torrey Pines Road La Jolla, California			92037
10975 North Torrey Pines RoadLa Jolla, California		92037
(Address of Principal Executive Offices)		(Zip Code)	~~(Zip Code)~~

Registrant’s Telephone Number, Including Area Code: (858) 875-2400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange on which registered
Ordinary shares, par value US $0.0001 per share*	N/A	Nasdaq Global Select Market *
American Depositary Shares, each representing seven ordinary shares, par value US $0.0001 per share	AMAM	Nasdaq Global Select Market

*

Not for trading, but only in connection with the listing of the American depositary shares on the Nasdaq Global Select Market. The American depositary shares represent the right to receive the ordinary shares and are being registered under the Securities Act of 1933 pursuant to a separate Registration Statement on Form F-6. Accordingly, the American depositary shares are exempt from registration under Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8 thereunder. 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

OnAs previously disclosed with the Securities and Exchange Commission (“SEC”) in a Current Report on Form 8‑K filed on September 11 15, 2023, by Ambrx Biopharma Inc., a Cayman Islands exempted company (“Ambrx”), Ambrx, New Ambrx Biopharma Inc., a Delaware corporation and newly-formed direct wholly owned subsidiary of Ambrx (“NewCo”), and Ambrx Merger Sub Inc., a Cayman Islands exempted company and newly-formed direct wholly owned subsidiary of NewCo (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), that provides for the merger (the “Merger”) of ~~Ambrx~~Merger Sub with ~~Merger~~and ~~Sub,~~into Ambrx with Ambrx surviving the Merger as a direct wholly owned subsidiary of NewCo. The Merger is contingent upon, amongst other things, approval by Ambrx's shareholders.

~~Upon~~In ~~completion~~connection ofwith the proposed Merger, ~~NewCo~~as ~~would,~~previously indisclosed ~~effect,~~with ~~replace~~the ~~Ambrx~~SEC asin the ~~publicly~~definitive ~~held~~proxy ~~corporation~~statement ~~traded~~filed on ~~the~~September ~~NASDAQ~~15, ~~Global~~2023 ~~Select~~by ~~Market~~Ambrx, ~~under~~Ambrx ~~the~~and ~~symbol~~JPMorgan ~~“AMAM~~Chase Bank, N.A. (“JPM”) Inmutually ~~accordance~~agreed ~~with~~to, ~~Rule~~among ~~12g-3~~other ~~promulgated~~things, ~~under~~terminate the ~~Securities~~deposit ~~Exchange~~agreement, ~~Act~~dated ofJune ~~1934~~17, 2021 (the “~~Exchange~~Deposit ~~Act~~Agreement”), by and between Ambrx and JPM, as depositary and holders and beneficial owners of Ambrx’s American Depositary Shares (“ADSs”), and Ambrx’s ADS program effective at such date and time as the shares of NewCo’s common stock ofare ~~NewCo~~listed ~~will~~on bethe ~~deemed~~Nasdaq Global Select Market, which Ambrx expects to be ~~registered~~October ~~under~~11, ~~Section 12~~2023 (bsuch termination, the “ADS Program Termination”). ofIn connection with the ~~Exchange~~ADS ~~Act~~Program asTermination, Ambrx has agreed to pay JPM estimated fees in an amount equal to approximately $2.1 million in accordance with the ~~successor~~terms of the Deposit Agreement and pursuant to a fee letter between Ambrx and JPM, dated September 18, 2023.

The directors and executive officers of NewCo immediately following the Merger would be the same individuals who were directors and executive officers, respectively, of Ambrx immediately prior to the Merger.

The boards of directors of Ambrx, NewCo and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby. The Merger Agreement is subject to specified conditions, including approval by Ambrx’s shareholders at the extraordinary general meeting of Ambrx (the “Special Meeting”), which is currently scheduled for Tuesday, October 10, 2023 and will be conducted virtually. Only Ambrx’s shareholders of record at the close of business on August 31, 2023 are entitled to notice of and to vote and have their votes counted at the Special Meeting. If approved by Ambrx’s shareholders at the Special Meeting and the other conditions set forth in the Merger Agreement are satisfied, it is currently expected that the Merger would be completed shortly after the Special Meeting.

The Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the effective time of the Merger by action of the board of directors of Ambrx if it should determine that for any reason the completion of the transactions provided for therein would be inadvisable or not in the best interest of Ambrx or its shareholders.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.


Item 8.01	Other Events.

OnAmbrx ~~September 15,~~believes ~~2023,~~ the ~~Securities~~Merger ~~and~~will ~~Exchange~~be ~~Commission~~beneficial ~~(“SEC”) declared effective the registration statement on Form S-4 filed by NewCo with respect~~ to ~~the~~Ambrx ~~transactions contemplated by the Merger Agreement,~~ and ~~Ambrx~~its ~~began~~shareholders ~~mailing~~for ~~the~~a ~~definitive~~number ~~proxy~~of ~~statement~~reasons, toincluding: ~~its shareholders.~~

~~Item~~Simplifying ~~9.01~~the ~~Financial~~ownership ~~Statements~~structure by terminating the ADS program will be more efficient and ~~Exhibits.~~cost effective for Ambrx to administer;

~~(d)~~Generally, ~~Exhibits~~ADS programs charge fees to holders of ADSs—by terminating our ADS program and canceling the ADS, holders of Ambrx’s ADSs will no longer be charged such fees simply for owning Ambrx ADSs;

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of September 11, 2023, by and among New Ambrx Biopharma Inc., Ambrx Merger Sub Inc. and Ambrx Biopharma Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

As a Delaware corporation, NewCo will have its shares eligible to be held by certain institutional investors and be included in certain stock indexes that are unavailable as a foreign listed company with an ADS program, which Ambrx believes will offer greater liquidity to shareholders;

The clarity and familiarity of the Delaware corporate code and the related rules and regulations provides better guidance for the board of directors of NewCo and management as NewCo embarks on the next chapter of its corporate lifecycle; and

Increased demand from potential new investors who are generally more comfortable and interested in investing in common stock of U.S. companies as opposed to ADSs of foreign companies, which Ambrx believes will allow NewCo to raise additional funds, including through the issuance of equity and other securities, in the public and private markets, to allow it to execute its business strategy and to develop its two lead product candidates.

Additional Information and Where to Find It

Ambrx and NewCo have filed and mailed a definitive proxy statement/prospectus and have filed other relevant documents in connection with the proposed Merger. AMBRX SHAREHOLDERS ARE URGED TO READ CAREFULLY THESE DOCUMENTS AND THE DEFINITIVE PROXY STATEMENT/~~pROSPECTUS,~~PROSPECTUS ~~WHEN MAILED,~~ BECAUSE THEY CONTAIN ~~AND WILL CONTAIN~~ IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors may obtain a free copy of the definitive proxy statement/prospectus and other filings containing information about Ambrx, NewCo and the proposed Merger, from the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the definitive proxy statement/prospectus and other filings containing information about Ambrx, NewCo and the proposed Merger can be obtained without charge by directing a request to Ambrx Biopharma Inc., 10975 North Torrey Pines Road, La Jolla, California 92037 (telephone 858-875-2400) or accessing them on Ambrx’s corporate website at www.ambrx.com.

about Ambrx, NewCo and the proposed Merger, from the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the definitive proxy statement/prospectus and other filings containing information about Ambrx, NewCo and the proposed Merger can be obtained without charge by directing a request to Ambrx Biopharma Inc., 10975 North Torrey Pines Road, La Jolla, California 92037 (telephone 858-875-2400) or accessing them on Ambrx’s corporate website at www.ambrx.com.

Ambrx, its directors, executive officers, certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Ambrx in favor of the proposed Merger. In addition, Ambrx has engaged Morrow Sodali LLC to aid in the solicitation of proxies for the Special Meeting, and Morrow Sodali LLC. may solicit proxies by personal interview, mail, telephone, facsimile, email or otherwise. Ambrx will pay Morrow Sodali LLC approximately $15,000 for its proxy solicitation services, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. Solicitations also may be made by mail, email, personal interview, telephone or other electronic transmission by directors, officers and other employees of Ambrx without additional compensation.

Additional information regarding the interests of potential participants in the proxy solicitation is included in the definitive proxy statement/prospectus and other relevant documents that Ambrx and NewCo have filed with the SEC in connection with the Special Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMBRX BIOPHARMA INC.	~~AMBRX BIOPHARMA INC.~~
	(Registrant)	~~(Registrant)~~
Date: September 15, 2023		By:	/s/ Sonja Nelson
Date: September 22, 2023		By:	/s/ Sonja Nelson
		Name:	Sonja Nelson
		Title:	Chief Financial Officer

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