UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Gracell Biotechnologies Inc. |
| (Name of Issuer) |
| Ordinary Shares, par value US$0.0001 per share |
| (Title of Class of Securities) |
| 38406L103 |
| (CUSIP Number) |
| January 7, 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).
| CUSIP No. 38406L103 | SCHEDULE 13G | Page 2 of 9 |
| 1 |
NAME OF REPORTING PERSON
Temasek Holdings (Private) Limited |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
49,509,702 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
49,509,702 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,509,702 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.1%* |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| * | This percentage calculation is based on 327,815,996 Ordinary Shares outstanding, according to the Issuer’s prospectus dated January 7, 2021. |
| CUSIP No. 38406L103 | SCHEDULE 13G | Page 3 of 9 |
| 1 |
NAME OF REPORTING PERSON
Fullerton Management Pte Ltd |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
49,509,702 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
49,509,702 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,509,702 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.1%* |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| * | This percentage calculation is based on 327,815,996 Ordinary Shares outstanding, according to the Issuer's prospectus dated January 7, 2021 |
| CUSIP No. 38406L103 | SCHEDULE 13G | Page 4 of 9 |
| 1 |
NAME OF REPORTING PERSON
Temasek Life Sciences Private Limited |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
49,509,702 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
49,509,702 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,509,702 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.1%* |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| * | This percentage calculation is based on 327,815,996 Ordinary Shares outstanding, according to the Issuer's prospectus dated January 7, 2021. |
| CUSIP No. 38406L103 | SCHEDULE 13G | Page 5 of 9 |
| 1 |
NAME OF REPORTING PERSON
TLS Beta Pte. Ltd. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
49,509,702 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
49,509,702 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,509,702 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.1%* |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| * | This percentage calculation is based on 327,815,996 Ordinary Shares outstanding, according to the Issuer's prospectus dated January 7, 2021. |
| CUSIP No. 38406L103 | SCHEDULE 13G | Page 6 of 9 |
| ITEM 1 | ||
| (a) | Name of Issuer | |
| Gracell Biotechnologies Inc. (the “Issuer”) | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| Building 12, Block B, Phase II | ||
| Biobay Industrial Park, 218 Sangtian St., Suzhou Industrial Park | ||
| People's Republic of China | ||
| ITEM 2 | ||
| (a) | Names of Persons Filing | |
| (i) Temasek Holdings (Private) Limited (“Temasek”) | ||
(ii) Fullerton Management Pte Ltd (“FMPL”) | ||
(iii) Temasek Life Sciences Private Limited (“TLS”) | ||
(iv) TLS Beta Pte. Ltd. (“TLS Beta” and, together with Temasek, FMPL and TLS, the “Reporting Persons”) | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
Each of the Reporting Persons: | ||
60B Orchard Road | ||
#06-18 Tower 2 | ||
The Atrium@Orchard | ||
Singapore 238891 | ||
| (c) | Citizenship | |
Each of the Reporting Persons: Singapore | ||
| (d) | Title of Class of Securities | |
Ordinary Shares, par value US$0.0001 per share | ||
| (e) | CUSIP Number | |
38406L103. This CUSIP number applies to the American depositary shares, each representing five Ordinary Shares of the Issuer. | ||
| 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 | |
Ownership information with respect to Temasek, FMPL, TLS and TLS Beta is incorporated by reference through items (5) through (9) and (11) of the cover page for each entity. | ||
TLS Beta shares the power to vote and the power to dispose of 49,509,702 Ordinary Shares held directly by it with Temasek, FMPL and TLS. TLS Beta is wholly owned by TLS, which is wholly owned by FMPL, which is wholly owned by Temasek. | ||
| CUSIP No. 38406L103 | SCHEDULE 13G | Page 7 of 9 |
| ITEM 5 | Ownership of Five Percent or Less of a Class |
| Not applicable. | |
| 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 | Certifications |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. | |
| CUSIP No. 38406L103 | SCHEDULE 13G | Page 8 of 9 |
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.
| January 15, 2021 | ||||
TEMASEK HOLDINGS (PRIVATE) LIMITED |
||||
| By: | /s/ Andrew Ang Lye Whatt |
|||
| Name: | Andrew Ang Lye Whatt | |||
| Title: | Authorised Signatory | |||
FULLERTON MANAGEMENT PTE LTD |
||||
| By: | /s/ Gregory Tan |
|||
| Name: | Gregory Tan |
|||
| Title: | Director |
|||
TEMASEK LIFE SCIENCES PRIVATE LIMITED |
||||
| By: | /s/ Lim Siew Lee Sherlyn |
|||
| Name: | Lim Siew Lee Sherlyn |
|||
| Title: | Director |
|||
TLS BETA PTE. LTD. |
||||
| By: | /s/ Zahedah Abdul Rashid |
|||
| Name: | Zahedah Abdul Rashid |
|||
| Title: | Director |
|||
| CUSIP No. 38406L103 | SCHEDULE 13G | Page 9 of 9 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| A | Joint Filing Agreement |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share, of Gracell Biotechnologies Inc., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 15, 2021.
TEMASEK HOLDINGS (PRIVATE) LIMITED |
||||
| By: | /s/ Andrew Ang Lye Whatt |
|||
| Name: | Andrew Ang Lye Whatt | |||
| Title: | Authorised Signatory | |||
FULLERTON MANAGEMENT PTE LTD |
||||
| By: | /s/ Gregory Tan |
|||
| Name: | Gregory Tan |
|||
| Title: | Director |
|||
TEMASEK LIFE SCIENCES PRIVATE LIMITED |
||||
| By: | /s/ Lim Siew Lee Sherlyn |
|||
| Name: | Lim Siew Lee Sherlyn |
|||
| Title: | Director |
|||
TLS BETA PTE. LTD. |
||||
| By: | /s/ Zahedah Abdul Rashid |
|||
| Name: | Zahedah Abdul Rashid |
|||
| Title: | Director |
|||