EVO Evotec SE

_______________

(1) The information set forth herein regarding percentages of beneficial ownership is based upon 174,608,236 ordinary shares, no par value (the “Ordinary Shares”) stated to be outstanding immediately after the initial public offering of American Depositary Shares (“ADSs”) of the Issuer (assuming no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “IPO Prospectus”).

SCHEDULE 13D

_______________

(1) The information set forth herein regarding percentages of beneficial ownership is based upon 174,608,236 ordinary shares stated to be outstanding immediately after the initial public offering of ADSs of the Issuer (assuming no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s IPO Prospectus.

SCHEDULE 13D

_______________

(1) The information set forth herein regarding percentages of beneficial ownership is based upon 174,608,236 ordinary shares stated to be outstanding immediately after the initial public offering of ADSs of the Issuer (assuming no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s IPO Prospectus.

SCHEDULE 13D

_______________

(1) The information set forth herein regarding percentages of beneficial ownership is based upon 174,608,236 ordinary shares stated to be outstanding immediately after the initial public offering of ADSs of the Issuer (assuming no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s IPO Prospectus.

Item 1. Security and Issuer

This Statement is filed on behalf of the Reporting Persons with the Securities and Exchange Commission. This Statement relates to the Ordinary Shares of Evotec SE, a European Stock corporation formed under the laws of Germany and the European Union (the “Issuer”). The address of the Issuer’s principal executive offices is Manfred Eigen Campus, Essener Bogen 7, 22419 Hamburg, Germany.

Item 2. Identity and Background

Each of the following persons is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

The principal business of Mamoura Diversified Global Holding is the development and management of an extensive and economically diverse portfolio of commercial initiatives designed to accelerate economic growth for the long-term benefit of Abu Dhabi. Set forth on Schedule A-2 to this Statement, and incorporated herein by reference, is the name, residence or business address, present principal occupation or employment and citizenship, of each director of Mamoura Diversified Global Holding. Mamoura Diversified Global Holding does not have any executive officers. 

The principal business of Mubadala Technology Investments is investing in securities, including securities of the Issuer. Set forth on Schedule A-3 to this Statement, and incorporated herein by reference, is the name, residence or business address, present principal occupation or employment and citizenship, of each director of Mubadala Technology Investments. Mubadala Technology Investments does not have any executive officers.

The principal business of ATIC Second International Investment Company is investing in securities, including securities of the Issuer. Set forth on Schedule A-4 to this Statement, and incorporated herein by reference, is the name, residence or business address, present principal occupation or employment and citizenship, of each director of ATIC Second International Investment Company. ATIC Second International Investment Company does not have any executive officers.

Item 3.                 Source and Amount of Funds or Other Consideration.

The information set forth in or incorporated by reference in Item 2, Item 4, Item 5 and Item 6 of this Statement is herein incorporated by reference into this Item 3.

Item 4.                 Purpose of Transaction.

The information set forth in Item 3, Item 5 and Item 6 of this Statement is herein incorporated by reference into this Item 4.

Pursuant to that certain Investment Agreement, dated October 12, 2020, by and between ATIC Second International Investment Company and the Issuer, ATIC Second International Investment Company purchased 9,182,652 Ordinary Shares issued by the Issuer by way of a private placement (the “Private Placement”) for aggregate consideration of €250 million.

On November 8, 2021, in connection with the Closing of the Issuer’s initial public offering of its ADSs, ATIC Second International Investment Company purchased an aggregate of 4,597,701 ADSs, representing 2,298,850.5 Ordinary Shares at a price of $21.75 per ADS, which was the public offering price per ADS.

The Reporting Persons have acquired the Shares reported herein for investment purposes.

The Reporting Persons may (i) sell or otherwise dispose of some or all of the Issuer’s securities (which may include, but is not limited to, transferring some or all of such securities to its affiliates or distributing some or all of such securities to such Reporting Person’s respective partners, members or beneficiaries, as applicable) from time to time, (ii) acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market or private transactions, block sales or otherwise, and/or (iii) take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the instructions to Item 4 of this Statement.  The Reporting Persons also reserve the right to acquire or dispose of derivatives or other instruments related to Ordinary Shares or other securities of the Issuer, provided that in its judgment such transactions are advisable.

Except as described in Item 3, Item 4, Item 5, Item 6 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified under Item 4 of this Statement.

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Statement and the information set forth or incorporated in Item 2, Item 3, Item 4 and Item 6 of this Statement are herein incorporated by reference into this Item 5.

The aggregate percentage of Shares reported owned by each person named herein is based on an aggregate of approximately 174,608,236 Ordinary Shares outstanding as of November 8, 2021, as reported by Evotec SE.

(a) and (b) The information contained on the cover pages of this Statement is incorporated herein by reference.

Except as disclosed in herein: (a) none of the Reporting Persons beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares; and (b) none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which they may be deemed to beneficially own.

(c)       Except as set forth in Item 3, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Ordinary Shares in the 60 days prior to filing this Statement.

(d)       To the best knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares identified in this Item 5.

(e)       Not applicable.

The information set forth in Item 2, Item 3, Item 4 and Item 5 of this Statement is incorporated by reference in its entirety into this Item 6.

Except as set forth herein, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.                 Materials to be Filed as Exhibits.

99.1           Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act.

 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.