MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: Market Information
−Removed: Our Units began trading on the NYSE under the symbol “JATT.U” on July 14, 2021.
−Removed: On September 4, 2021, we announced that commencing September 4, 2021, holders of our Units could elect to separately trade the Class A Ordinary shares and Warrants included in the Units, or continue to trade the Units without separating them.
−Removed: On September 4, 2021, the Class A Ordinary shares and Warrants began trading on NYSE under the symbols “JATT” and “JATT.W,” respectively.
−Removed: Each whole Warrant entitles the holder to purchase one share of the Class A Ordinary shares at a price of $11.50 per share, subject to adjustment as described in our final IPO prospectus dated July 14, 2021 related to the IPO which was filed with the SEC.
−Removed: Warrants may only be exercised for a whole number of shares of Class A Ordinary shares and will become exercisable on the later of 30 days after the completion of our Business Combination or 12 months from the IPO Closing Date.
−Removed: Our Warrants expire five years after the completion of our Business Combination or earlier upon redemption or liquidation as described in “Item 1.
−Removed: Holders of Record
−Removed: As of April 11, 2022, there was one holder of record of our Units, one holder of record of our separately traded shares of Class A Ordinary shares, one holder of record of our Class B Ordinary shares and two holders of our Warrants.
−Removed: We have not paid any cash dividends on our Class A Ordinary shares or Class B Ordinary shares to date and do not intend to pay cash dividends prior to the completion of our Business Combination.
+Added: Market Information and Holders
+Added: JATT’s units, public Class A Ordinary Shares and public warrants were historically quoted on The New York Stock Exchange under the symbols “JATT U,” “JATT” and “JATT WS,” respectively.
+Added: The Company Class A Ordinary Shares and Warrants commenced trading on The Nasdaq Capital Market under the new trading symbols “ZURA” and “ZURAW,” respectively, on March 21, 2023.
+Added: In connection with the Closing, each JATT unit was separated into its components, which consisted of one JATT Class A Ordinary Share and one-half of one redeemable warrant, and such units no longer exist.
+Added: As of the Closing Date and following the completion of the Business Combination, there were 27,552,148 Company Class A Ordinary Shares issued and outstanding held of record by 15 holders and 6,900,000 Public Warrants outstanding held of record by four holders.
+Added: We have not paid any cash dividends on our Class A Ordinary shares shares to date and do not intend to pay cash dividends.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our Business Combination.
−Removed: The payment of any cash dividends subsequent to our Business Combination will be within the discretion of our Board at such time.
−Removed: In addition, our Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.Further, if we incur any indebtedness in connection with our Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
+Added: The payment of any cash dividends will be within the discretion of our Board at such time.
+Added: In addition, our Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.Further, if we incur any indebtedness in the future, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity Compensation Plans
+Added: As of December 31, 2022, we had no compensation plans under which equity securities of the Company were authorized for issuance.
+Added: Zura Bio Limited 2023 Equity Incentive Plan
+Added: At the Extraordinary General Meeting held on March 16, 2023, the JATT shareholders considered and approved the Equity Incentive Plan.
+Added: The Equity Incentive Plan was previously approved, subject to shareholder approval, by JATT’s board of directors.
+Added: The Equity Incentive Plan became effective immediately upon the Closing Date.
+Added: The Equity Incentive Plan initially makes available for issuance a maximum number of 4,029,898 Company Class A Ordinary Shares.
+Added: Additionally, the number of shares reserved for issuance under the Equity Incentive Plan will automatically increase on January 1st of each year, beginning on January 1, 2024 and continuing through and including January 1, 2029, in an amount equal to the lesser of (i) five percent (5%) of the Company Class A Ordinary Shares outstanding on the final day of the immediately preceding calendar year, (ii) 8,059,796 Company Class A Ordinary Shares or (iii) such smaller number of shares as determined by the Company’s board of directors.
+Added: A summary of the terms of the Company’s Equity Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “ Proposal 5—The Equity Incentive Plan Proposal ” beginning on page 157 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
+Added: Such summary and the foregoing description are qualified in their entirety by reference to the text of the Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.11 and incorporated herein by reference.
+Added: Zura Bio Limited 2023 Employee Stock Purchase Plan
+Added: At the Extraordinary General Meeting, the JATT shareholders considered and approved the ESPP.
+Added: The ESPP was previously approved, subject to shareholder approval, by JATT’s board of directors.
+Added: The ESPP became effective immediately upon the Closing Date.
+Added: The maximum number of Company Class A Ordinary Shares that may be issued under the ESPP is 4,029,898, plus the aggregate number of Company Class A Ordinary Shares that are added under the Equity Incentive Plan on January 1st of each calendar year, beginning on January 1, 2024 and ending on and including January 1, 2029.
+Added: A summary of the terms of the Company’s ESPP is set forth in the Proxy Statement/Prospectus in the section titled “ Proposal 7—The ESPP Proposal ” beginning on page 167 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
+Added: Such summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, a copy of which is attached hereto as Exhibit 10.12 and incorporated herein by reference.
Recent Sales of Unregistered Securities
−Removed: On March 22, 2021, our Sponsor purchased 4,312,500 founder shares, which are Class B ordinary shares, for an aggregate purchase price of $25,000, or approximately $0.006 per share.
−Removed: On June 14, 2021, our sponsor effected a surrender of 862,500 founder shares to us for no consideration, resulting in a decrease in the total number of founder shares outstanding from 4,312,500 to 3,450,000.
−Removed: Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which the Sponsor purchased 5,370,000 private warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $5,370,000.
−Removed: Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share and is subject to transfer restrictions.
−Removed: Upon the closing of the underwriters’ over-allotment option in full on July 19, 2021, an additional 540,000 Private Placement Warrants were purchased by the Sponsor at a price of $1.00 per warrant for a total of $540,000.
−Removed: As a result, a total of 5,910,000 Private Placement Warrants were purchased by the Sponsor for aggregate consideration of $5,910,000 in connection with the closing of the IPO and the closing of the over-allotment option.
−Removed: The sales of the above securities by us were exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
+Added: The disclosure set forth in Item 1.
+Added: the “Business Combination” above is incorporated by reference into this Item 5.
+Added: The securities issued in connection with the PIPE Subscription Agreements and Forward Purchase Agreement have not been registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Use of Proceeds from Registered Offerings
6 unchanged sentences
There has been no material change in the planned use of proceeds from our IPO as described in our final IPO prospectus dated July 13, 2021 which was filed with the SEC.
−Removed: We have until January 16, 2023 to consummate our Business Combination (the “Combination Period”).
−Removed: If we are unable to complete a Business Combination within the Combination Period, we will:
−Removed: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our Board, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.
−Removed: As of December 31, 2021, $139,380,000 was deposited in the Trust Account, and we had approximately $729,000 of unrestricted cash available to us for our activities in connection with identifying and conducting due diligence of a suitable Business Combination, and for general corporate matters.
+Added: As of December 31, 2022, the Company had $141,474,352 held in the Trust Account, which primarily consisted of investments in mutual funds that invest in U.S.
+Added: government securities, cash, or a combination thereof, and the Company had $14,000 in its operating bank account and a working capital deficit of approximately $1.8 million.
+Added: After the payment of approximately $139,682,935 to the redeeming public shareholders from the Trust Account in connection with the Business Combination, at March 20, 2023 the Company had $1,896,154 of cash remaining in the Trust Account.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.