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    SEC Form SC 13G/A filed by Better Therapeutics Inc. (Amendment)

    2/7/23 5:10:10 PM ET
    $BTTX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $BTTX alert in real time by email
    SC 13G/A 1 13ga2_bettertx.htm
       
       
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC  20549

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934
    (Amendment No. 2)   *


    Better Therapeutics, Inc.
    (Name of Issuer)
     
    Common stock, par value $0.0001 per share
    (Title of Class of Securities)
     
    08773T104
    (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:

     
    ☐
    Rule 13d-1(b)
     
    S
    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).







    (Continued on following pages)
    Page 1 of 36 Pages
    Exhibit Index Found on Page 35

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon Capital Partners, L.P.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    3
    SEC USE ONLY
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    California
    NUMBER OF
     
    SHARES BENEFICIALLY
    OWNED BY
     
    EACH
     
    REPORTING  PERSON WITH
    5
    SOLE VOTING POWER
     
    -0-
    6
    SHARED VOTING POWER
     
    75,065
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    75,065
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    75,065
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0.3%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN




    Page 2 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon Capital Institutional Partners, L.P.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    3
    SEC USE ONLY
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    California
    NUMBER OF
     
    SHARES BENEFICIALLY
    OWNED BY
     
    EACH
     
    REPORTING  PERSON WITH
    5
    SOLE VOTING POWER
     
    -0-
    6
    SHARED VOTING POWER
     
    224,125
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    224,125
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    224,125
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0.9%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN




    Page 3 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon Capital Institutional Partners II, L.P.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    3
    SEC USE ONLY
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    California
    NUMBER OF
     
    SHARES BENEFICIALLY
    OWNED BY
     
    EACH
     
    REPORTING  PERSON WITH
    5
    SOLE VOTING POWER
     
    -0-
    6
    SHARED VOTING POWER
     
    46,855
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    46,855
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    46,855
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0.2%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN






    Page 4 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon Capital Institutional Partners III, L.P.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    28,310
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    28,310
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    28,310
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0.1%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN




    Page 5 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Four Crossings Institutional Partners V, L.P.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    30,730
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    30,730
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    30,730
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0.1%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN






    Page 6 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon Capital Offshore Investors II, L.P.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    335,071
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    335,071
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    335,071
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    1.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN





    Page 7 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon Capital F5 Master I, L.P.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
    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
     
    61,795
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    61,795
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    61,795
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0.3%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN




    Page 8 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon Capital (AM) Investors, L.P.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    11,605
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    11,605
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    11,605
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0.0%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN




    Page 9 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon Partners, L.L.C.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    751,761
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    751,761
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    751,761
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.2%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    OO




    Page 10 of 36 Pages


    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon Institutional (GP) V, L.L.C.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    30,730
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    30,730
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    30,730
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0.1%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    OO





    Page 11 of 36 Pages


    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Farallon F5 (GP), L.L.C.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    61,795
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    61,795
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    61,795
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0.3%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    OO





    Page 12 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Joshua J. Dapice
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN




    Page 13 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Philip D. Dreyfuss
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN




    Page 14 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Hannah E. Dunn
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN




    Page 15 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Michael B. Fisch
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN




    Page 16 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Richard B. Fried
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN

    Page 17 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Varun N. Gehani
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN

    Page 18 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Nicolas Giauque
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    3
    SEC USE ONLY
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    France
    NUMBER OF
     
    SHARES BENEFICIALLY
    OWNED BY
     
    EACH
     
    REPORTING  PERSON WITH
    5
    SOLE VOTING POWER
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN
    Page 19 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    David T. Kim
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN






    Page 20 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Michael G. Linn
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN






    Page 21 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Rajiv A. Patel
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN






    Page 22 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Thomas G. Roberts, Jr.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN





    Page 23 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Edric C. Saito
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN




    Page 24 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    William Seybold
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN





    Page 25 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Daniel S. Short
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN




    Page 26 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Andrew J. M. Spokes
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    3
    SEC USE ONLY
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    United Kingdom
    NUMBER OF
     
    SHARES BENEFICIALLY
    OWNED BY
     
    EACH
     
    REPORTING  PERSON WITH
    5
    SOLE VOTING POWER
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN





    Page 27 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    John R. Warren
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN






    Page 28 of 36 Pages

    13G
    CUSIP No. 08773T104
     

    1
    NAMES OF REPORTING PERSONS
     
    Mark C. Wehrly
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                          (a) [     ]
                                                                                                                                                          (b) [ X ]**
    ** The reporting persons making this filing hold an aggregate of 813,556 Shares (as defined in Item 2), which is 3.4% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
     
    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
     
    -0-
    6
    SHARED VOTING POWER
     
    813,556
    7
    SOLE DISPOSITIVE POWER
     
    -0-
    8
    SHARED DISPOSITIVE POWER
     
    813,556
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    813,556
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES (See Instructions)                         
                                                                                                                                                                [     ]
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.4%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN

    Page 29 of 36 Pages

    This Amendment No. 2 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on November 8, 2021 (together with all prior and current amendments thereto, this “Schedule 13G”).

    Item 1. Issuer

    (a) Name of Issuer:

    Better Therapeutics, Inc. (the “Company”)

    (b) Address of Issuer’s Principal Executive Offices:

    548 Market St #49404
    San Francisco, CA 94104

    Item 2. Identity and Background

    Title of Class of Securities and CUSIP Number (Items 2(d) and (e))

    This statement relates to shares of common stock, par value $0.0001 per share (the “Shares”), of the Company.  The CUSIP number for the Shares is 08773T104.

    Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))

    This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.

    The Farallon Funds

    (i)
    Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;
    (ii)
    Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

    (iii)
    Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

    (iv)
    Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

    (v)
    Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it;

    (vi)
    Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;

    (vii)
    Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it; and



    Page 30 of 36 Pages


    (viii)
    Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it.

    FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, F5MI and FCAMI are together referred to herein as the “Farallon Funds.”

    The Farallon General Partner

    (ix)
    Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI.
    The FCIP V General Partner

    (x)
    Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.


    The F5MI General Partner

    (xi)
    Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI.

    The Farallon Individual Reporting Persons

    (xii)
    The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds:  Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).

    Dapice, Dreyfuss, Dunn, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

    The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is set forth above.  Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States.  Giauque is a citizen of France. Spokes is a citizen of the United Kingdom.  The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.



    Page 31 of 36 Pages

    Item 3.
    If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),         Check Whether the Person Filing Is an Entity Specified in (a) - (k):

    Not applicable.

    Item 4. Ownership

    The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

    The Shares reported hereby for the respective Farallon Funds are held directly by the respective Farallon Funds.  The Farallon General Partner, as the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds other than F5MI.  The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of such Shares held by FCIP V. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of such Shares held by F5MI.  Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner, and as a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of  such Shares held by the Farallon Funds.  Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

    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 each of the Reporting Persons has ceased to be a beneficial owner 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 or Control Person

     Not applicable.

    Item 8.
    Identification and Classification of Members of the Group

    The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c).  Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.



    Page 32 of 36 Pages

    Item 9. Notice of Dissolution of Group

    Not applicable.

    Item 10. Certification

    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, other than activities solely in connection with a nomination under §240.14a-11.



    Page 33 of 36 Pages

    SIGNATURES

    After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

    Dated:  February 7, 2023

     
    /s/ John R. Warren
     
    FARALLON PARTNERS, L.L.C.,
     
    On its own behalf and
     
    As the General Partner of
     
    FARALLON CAPITAL PARTNERS, L.P.,
     
    FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
     
    FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
     
    FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
     
    FARALLON CAPITAL OFFSHORE INVESTORS II, L.P., and
     
    FARALLON CAPITAL (AM) INVESTORS, L.P.
     
    By: John R. Warren, Managing Member
       
     
    /s/ John R. Warren
     
    FARALLON INSTITUTIONAL (GP) V, L.L.C.,
     
    On its own behalf and
     
    As the General Partner of
     
    FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
     
    By: John R. Warren, Manager
       
     
    /s/ John R. Warren
     
    FARALLON F5 (GP), L.L.C.,
     
    On its own behalf and
     
    As the General Partner of
     
    FARALLON CAPITAL F5 MASTER I, L.P.
     
    By: John R. Warren, Manager
       
     
    /s/ John R. Warren
     
    John R. Warren, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes and Mark C. Wehrly

    The Powers of Attorney executed by each of Dapice, Dreyfuss, Dunn, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes and Wehrly authorizing Warren to sign and file this Schedule 13G on his or her behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2023 by such Reporting Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by reference.



    Page 34 of 36 Pages


    EXHIBIT INDEX


    EXHIBIT 1
    Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
     



    Page 35 of 36 Pages

    EXHIBIT 1
    to
    SCHEDULE 13G

    JOINT ACQUISITION STATEMENT
    PURSUANT TO SECTION 240.13d-1(k)

    The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

    Dated:  February 7, 2023

     
    /s/ John R. Warren
     
    FARALLON PARTNERS, L.L.C.,
     
    On its own behalf and
     
    As the General Partner of
     
    FARALLON CAPITAL PARTNERS, L.P.,
     
    FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
     
    FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
     
    FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
     
    FARALLON CAPITAL OFFSHORE INVESTORS II, L.P., and
     
    FARALLON CAPITAL (AM) INVESTORS, L.P.
     
    By: John R. Warren, Managing Member
       
     
    /s/ John R. Warren
     
    FARALLON INSTITUTIONAL (GP) V, L.L.C.,
     
    On its own behalf and
     
    As the General Partner of
     
    FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
     
    By: John R. Warren, Manager
       
     
    /s/ John R. Warren
     
    FARALLON F5 (GP), L.L.C.,
     
    On its own behalf and
     
    As the General Partner of
     
    FARALLON CAPITAL F5 MASTER I, L.P.
     
    By: John R. Warren, Manager
       
     
    /s/ John R. Warren
     
    John R. Warren, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes and Mark C. Wehrly





    Page 36 of 36 Pages
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