[SCHEDULE 13D/A] NewAmsterdam Pharma Company N.V. Warrant SEC Filing

Rhea-AI Filing Summary

Forbion-affiliated reporting persons disclosed coordinated holdings in NewAmsterdam Pharma ordinary shares. The combined entity ForGrowth NAP B.V. beneficially owns 10,578,806 Ordinary Shares, representing approximately 9.4% of the outstanding class based on the Issuer's reported share count of 112,628,458. Ownership is reported as shared voting and shared dispositive power for the relevant Forbion entities, while each reporting person reports 0 shares of sole voting or dispositive power. The filing amends prior Schedule 13D disclosures and identifies the allocation of 9,926,633 shares as attributable to Forbion Growth I and Forbion IV through ForGrowth's interest in PoolCo.

This disclosure provides transparency on the size and structure of Forbion's minority stake and the distribution of power among affiliated funds and managers.

Positive

• Disclosure of a clear aggregate stake: ForGrowth NAP B.V. reports 10,578,806 shares (approx. 9.4%), improving transparency for investors.
• Explicit power allocation: Filing reports shared voting and shared dispositive power, clarifying how influence is exercised among affiliated entities.

Negative

• No sole voting or dispositive power: Each reporting person indicates 0 shares of sole voting or dispositive power, implying no single Forbion entity controls decisions independently.
• Sub-10% position: Aggregate ownership is 9.4%, below thresholds that often trigger stronger disclosure or control presumptions.

Insights

Financial Analyst

TL;DR Forbion group reports a sizable minority stake of 9.4% with shared voting/dispositive power; no sole control reported.

The filing documents that ForGrowth NAP B.V. holds 10,578,806 shares (approx. 9.4%) of NewAmsterdam Pharma based on 112,628,458 shares outstanding. The stake is reported as shared voting and dispositive power across multiple Forbion vehicles rather than held with sole power by any single entity. This is a material disclosure for holders because it clarifies ownership concentration and potential coordination among related funds, while remaining below common regulatory thresholds that might trigger mandatory acquisition or control presumptions.

Corporate Governance Expert

TL;DR Coordinated 9.4% position disclosed; governance influence is possible but no sole voting or dispositive authority is claimed.

The Schedule 13D/A shows the Forbion reporting persons aggregate beneficial ownership and explicitly reports shared voting and shared dispositive power with 0 shares held with sole power. The filing also specifies the allocation of 9,926,633 shares attributable to Forbion Growth I and Forbion IV through PoolCo. From a governance perspective, this clarifies that Forbion's influence is exercised collectively across affiliated vehicles rather than via unilateral control by a single manager or fund.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

NewAmsterdam Pharma Company N.V.

(Name of Issuer)

Ordinary Shares, Nominal value 0.12 per share

(Title of Class of Securities)

N62509109

(CUSIP Number)

Forbion Capital Partners
Gooimeer 2-35,
Naarden, P7, 1411 DC
31 (0) 35 699 30 00

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

08/08/2025

(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.

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).

SCHEDULE 13D

CUSIP No. N62509109

1

Name of reporting person

Forbion Capital Fund IV Cooperatief U.A.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,930,781.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,930,781.00

11

Aggregate amount beneficially owned by each reporting person

5,930,781.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. N62509109

1

Name of reporting person

Forbion IV Management B.V.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,930,781.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,930,781.00

11

Aggregate amount beneficially owned by each reporting person

5,930,781.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. N62509109

1

Name of reporting person

Forbion Growth Opportunities Fund I Cooperatief U.A.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,648,025.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,648,025.00

11

Aggregate amount beneficially owned by each reporting person

4,648,025.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. N62509109

1

Name of reporting person

Forbion Growth Management B.V.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,648,025.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,648,025.00

11

Aggregate amount beneficially owned by each reporting person

4,648,025.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. N62509109

1

Name of reporting person

ForGrowth NAP B.V.

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, AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,578,806.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,578,806.00

11

Aggregate amount beneficially owned by each reporting person

10,578,806.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, Nominal value 0.12 per share
(b)	Name of Issuer: NewAmsterdam Pharma Company N.V.
(c)	Address of Issuer's Principal Executive Offices: Gooimeer 2-35, Naarden, NETHERLANDS , 1411 DC.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") amends and supplements the Schedule 13D originally filed on June 30, 2023, as amended from time to time (the "Schedule 13D") relating 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"). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	(i) Forbion Growth I may be deemed to beneficially own 4,648,025 Ordinary Shares held through ForGrowth, representing approximately 4.1% of the outstanding Ordinary Shares, (ii) Forbion IV may be deemed to beneficially own 5,930,781 Ordinary Shares held through ForGrowth, representing approximately 5.3% of the of the outstanding Ordinary Shares and (iii) ForGrowth may be deemed to beneficially own 10,578,806 Ordinary Shares, representing approximately 9.4% of the outstanding Ordinary Shares, including an aggregate of 9,926,633 Ordinary Shares allocable to Forbion Growth I and Forbion IV through ForGrowth's interest in PoolCo. Forbion Growth Management may be deemed to beneficially own the Ordinary Shares that may be deemed to be beneficially owned by Forbion Growth I, and Forbion IV Management may be deemed to beneficially own the Ordinary Shares that may be deemed to be beneficially owned by Forbion IV. The percentage of the outstanding Ordinary Shares that may be deemed to be beneficially owned by the Reporting Persons is based upon 112,628,458 shares of the Issuer's Ordinary Shares outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 6, 2025.
(b)	See above.
(c)	Information concerning transactions in the Ordinary Shares of the Issuer effected since the most recent filing of Schedule 13D is set forth in Annex I of this Schedule 13D.
(d)	Not applicable.
(e)	Not applicable.

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.

Forbion Capital Fund IV Cooperatief U.A.

Signature:	/s/ V. van Houten /s/ G.J. Mulder
Name/Title:	V. van Houten and G.J. Mulder, Directors of its Director
Date:	08/12/2025

Forbion IV Management B.V.

Signature:	/s/ V. van Houten /s/ G.J. Mulder
Name/Title:	V. van Houten and G.J. Mulder, Directors
Date:	08/12/2025

Forbion Growth Opportunities Fund I Cooperatief U.A.

Signature:	/s/ V. van Houten /s/ G.J. Mulder
Name/Title:	V. van Houten and G.J. Mulder, Directors of its Director
Date:	08/12/2025

Forbion Growth Management B.V.

Signature:	/s/ V. van Houten /s/ G.J. Mulder
Name/Title:	V. van Houten and G.J. Mulder, Directors
Date:	08/12/2025

ForGrowth NAP B.V.

Signature:	/s/ V. van Houten /s/ G.J. Mulder
Name/Title:	V. van Houten and G.J. Mulder, Directors of its Director
Date:	08/12/2025

FAQ

How many NewAmsterdam Pharma (NAMSW) shares does ForGrowth NAP B.V. beneficially own?

ForGrowth NAP B.V. beneficially owns 10,578,806 Ordinary Shares, representing approximately 9.4% of the outstanding class.

What percentage of NewAmsterdam Pharma does Forbion Growth I beneficially own?

Forbion Growth I may be deemed to beneficially own 4,648,025 Ordinary Shares, or about 4.1% of the outstanding shares.

Does any Forbion reporting person report sole voting or dispositive power over NAMSW shares?

No. Each reporting person reports 0 shares of sole voting power and 0 shares of sole dispositive power; reported power is shared.

How was the 9.4% stake calculated?

The percentage is based on the Issuer's reported outstanding Ordinary Shares of 112,628,458 used in the filing's calculations.

Are there allocations among Forbion entities disclosed?

Yes. The filing states an aggregate of 9,926,633 Ordinary Shares are allocable to Forbion Growth I and Forbion IV through ForGrowth's interest in PoolCo.