Amended Statement of Ownership (sc 13g/a)
February 08 2023 - 4:16PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington,
D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed
Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments
Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Rapid Micro Biosystems, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
75340L104
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* 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. 75340L104 | Schedule 13G | Page 1 of 6 |
1 |
Names of Reporting Persons
Colony Harvest Ltd. |
2 |
Check the Appropriate Box if a Member of a Group |
(a) ¨
(b) ¨ |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands |
Number of Shares
Beneficially Owned
by Each Reporting
Person With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
1,622,260
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
1,622,260
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,622,260 |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
11 |
Percent of Class Represented by Amount in Row 9
4.5% |
12 |
Type of Reporting Person
CO |
|
|
|
|
|
CUSIP No. 75340L104 | Schedule 13G | Page 2 of 6 |
1 |
Names of Reporting
Persons
Fares Zahir |
2 |
Check the Appropriate Box if a Member of a Group |
(a) ¨
(b) ¨ |
3 |
SEC Use Only
|
4 |
Citizenship
or Place of Organization
Malaysia |
Number of Shares
Beneficially Owned
by Each Reporting
Person With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
1,622,260
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
1,622,260
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,622,260 |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
11 |
Percent of Class Represented by Amount in Row 9
4.5% |
12 |
Type of Reporting Person
IN |
|
|
|
|
|
CUSIP No. 75340L104 | Schedule 13G | Page 3 of 6 |
ITEM 1. | (a) Name
of Issuer: |
Rapid Micro Biosystems, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
1001 Pawtucket Boulevard West, Suite 280, Lowell, MA 01854
ITEM 2. | (a) Name
of Person Filing: |
Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
Colony Harvest Ltd.
Fares Zahir
| (b) | Address or Principal Business Office: |
The
principal business address for the Reporting Persons is 26.03-26.08, Level 26, GTower, No. 199, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.
| (c) | Citizenship of each Reporting Person is: |
Colony Harvest Ltd. is organized
under the laws of the Cayman Islands. Fares Zahir is a citizen of Malaysia.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.01
per share (“Class A Common Stock”).
75340L104
Not applicable.
(a-c)
The ownership information presented
below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2022, based upon 36,440,906 shares of Class
A Common Stock outstanding as of November 7, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 10, 2022.
CUSIP No. 75340L104 | Schedule 13G | Page 4 of 6 |
Reporting Person | |
Amount beneficially owned | | |
Percent of class: | | |
Sole power to vote or to direct the vote: | | |
Shared power to vote or to direct the vote: | | |
Sole power to dispose or to direct the disposition of: | | |
Shared power to dispose or to direct the disposition of: | |
Colony Harvest Ltd. | |
| 1,622,260 | | |
| 4.5 | % | |
| 0 | | |
| 1,622,260 | | |
| 0 | | |
| 1,622,260 | |
Fares Zahir | |
| 1,622,260 | | |
| 4.5 | % | |
| 0 | | |
| 1,622,260 | | |
| 0 | | |
| 1,622,260 | |
Colony Harvest Ltd. is the record holder
of the shares of Class A Common Stock reported herein. Fares Zahir is the director of Colony Harvest Ltd. and may be deemed to share beneficial
ownership over the securities reported herein.
ITEM 5. | Ownership
of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class
of securities, check the following: x
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. |
Not applicable.
ITEM 8. | Identification
and Classification of Members of the Group. |
Not applicable.
ITEM 9. | Notice
of Dissolution of Group. |
Not applicable.
Not applicable.
CUSIP No. 75340L104 | Schedule 13G | Page 5 of 6 |
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.
Date: February
8, 2023
| By: | /s/ Fares Zahir |
| Name: | Fares Zahir |
| Title: | Director |
CUSIP No. 75340L104 | Schedule 13G | Page 6 of 6 |
LIST OF EXHIBITS
Exhibit No. |
Description |
99 |
Joint Filing Agreement (previously filed). |
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