Adaptimmune disclosure: Two Seas Capital entities and Sina Toussi report beneficial ownership of 135,484,206 ordinary shares of Adaptimmune, representing 8.5% of the outstanding share class. The holdings are held by Two Seas Global (Master) Fund LP and are represented by 22,580,701 American Depositary Shares. The filing states that Two Seas Capital has sole voting and sole dispositive power over these shares through its advisory and partnership roles; Two Seas Capital GP serves as general partner and Sina Toussi serves as Managing Member and chief investment officer. The 8.5% figure is calculated using a total of 1,590,309,546 shares outstanding.
Positive
None.
Negative
None.
Insights
TL;DR: Two Seas reports a material 8.5% stake (135.48M shares) in Adaptimmune with sole voting and dispositive power.
The Schedule 13G shows a material institutional position held in the Two Seas Global (Master) Fund LP and controlled via Two Seas Capital as investment adviser and Two Seas Capital GP as general partner. The position is represented by 22,580,701 ADS and is quantified against 1,590,309,546 shares outstanding. This is a routine disclosure of ownership and does not on its face indicate any change in control actions; it notifies investors of concentrated institutional ownership and voting control.
TL;DR: Reporting structure gives Two Seas sole voting/dispositive authority over an 8.5% block, a meaningful governance stake to monitor.
The filing identifies the reporting chain: Two Seas Capital LP (investment adviser) with Two Seas Capital GP LLC as general partner and Sina Toussi as Managing Member/CIO. All three report sole voting and dispositive power over the 135,484,206 shares held by the Global Fund. For governance analysis, the key facts are the sole control designation and the >5% threshold, both of which are material for shareholder vote influence and disclosure obligations.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Adaptimmune Therapeutics PLC
(Name of Issuer)
Ordinary Shares, par value GBP 0.001 per share
(Title of Class of Securities)
00653A107
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
00653A107
1
Names of Reporting Persons
Two Seas Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
135,484,206.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
135,484,206.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
135,484,206.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
00653A107
1
Names of Reporting Persons
Two Seas Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
135,484,206.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
135,484,206.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
135,484,206.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.5 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
00653A107
1
Names of Reporting Persons
Sina Toussi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
135,484,206.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
135,484,206.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
135,484,206.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.5 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Adaptimmune Therapeutics PLC
(b)
Address of issuer's principal executive offices:
60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, United Kingdom, OX14 4RX
Item 2.
(a)
Name of person filing:
The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
(i) Two Seas Capital LP ("TSC");
(ii) Two Seas Capital GP LLC ("TSC GP"); and
(iii) Sina Toussi.
This statement relates to Ordinary Shares, par value GBP 0.001 per share (the "Shares"), held by Two Seas Global (Master) Fund LP (the "Global Fund"). The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Global Fund. As such, TSC has been granted investment discretion over portfolio investments, including the Shares, held by or for the account of the Global Fund, including the Global Fund's voting and discretionary decisions. TSC GP serves as general partner of TSC. Sina Toussi serves as the chief investment officer of TSC and managing member of TSC GP.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 32 Elm Place - 3rd Floor, Rye, New York 10580.
(c)
Citizenship:
(i) Two Seas Capital LP is a Delaware limited partnership;
(ii) Two Seas Capital GP LLC is a Delaware limited liability company; and
(iii) Sina Toussi is a United States citizen.
(d)
Title of class of securities:
Ordinary Shares, par value GBP 0.001 per share
(e)
CUSIP No.:
00653A107
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Amount beneficially owned as of June 30, 2025:
TSC - 135,484,206 Shares, represented by 22,580,701 American Depositary Shares
TSC GP - 135,484,206 Shares, represented by 22,580,701 American Depositary Shares
Sina Toussi - 135,484,206 Shares, represented by 22,580,701 American Depositary Shares
(b)
Percent of class:
Percent of class as of June 30, 2025:
TSC - 8.5%
TSC GP - 8.5%
Sina Toussi - 8.5%
The Shares reported for Item 4 total 135,484,206 Shares, represented by 22,580,701 American Depositary Shares, held by the Global Fund. TSC may be deemed to have sole power to vote and sole power to dispose of the Shares held by the Global Fund, through its capacity as investment adviser of the Global Fund. TSC GP may be deemed to have sole power to vote and sole power to dispose of the Shares held by the Global Fund, through its capacity as general partner of TSC. Sina Toussi may be deemed to have sole power to vote and sole power to dispose of the Shares owned by the Global Fund, through his capacity as Managing Member of TSC GP.
The percentages reported for Item 4(b) are calculated based on a total of 1,590,309,546 Shares outstanding on June 30, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 13, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of June 30, 2025, the Reporting Persons had sole power to vote or to direct the vote of 135,484,206 Shares.
(ii) Shared power to vote or to direct the vote:
As of June 30, 2025, the Reporting Persons had shared power to vote or to direct the vote of 0 Shares.
(iii) Sole power to dispose or to direct the disposition of:
As of June 30, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 135,484,206 Shares.
(iv) Shared power to dispose or to direct the disposition of:
As of June 30, 2025, the Reporting Persons had shared power to dispose or to direct the disposition of 0 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Item 4, which is incorporated by reference herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2, which is incorporated by reference herein.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Two Seas Capital LP
Signature:
/s/ Sina Toussi
Name/Title:
Sina Toussi / Managing Member of Two Seas Capital GP LLC, its General Partner
How many Adaptimmune (ADAP) shares does Two Seas Capital report owning?
135,484,206 ordinary shares, represented by 22,580,701 American Depositary Shares (as reported).
What percentage of ADAP does the reported position represent?
8.5% of the outstanding share class, calculated using 1,590,309,546 shares outstanding.
Does Two Seas have voting or dispositive power over these ADAP shares?
Yes — the filing reports sole power to vote and sole power to dispose of all 135,484,206 shares.
Which entities and individuals filed the Schedule 13G for ADAP?
Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi filed the statement on behalf of the Global Fund.
Where are the reporting entities organized and what roles do they play?
Two Seas Capital LP and Two Seas Capital GP LLC are organized in Delaware; Sina Toussi is a U.S. citizen who serves as Chief Investment Officer and Managing Member of the GP.
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
