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Item 9A. Controls and Procedures

2023-03-28 compared with 2022-04-11 · 914 added, 446 removed, 517 unchanged (72% of the section changed)

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As of December 31, 2022, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective because of a material weakness in our internal control over financial reporting.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective because of a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

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Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

As required by SEC rules and regulations implementing of Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of December 31, 2022, for the reasons described above in Disclosure Controls and Procedures .

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

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DIRECTORS, EXECUTIVE OFFICERS & CORPORATE GOVERNANCE

Our current directors and executive officers are as follows:

Someit Sidhu, MD

Chairman and Chief Executive Officer

Tauhid Ali, PhD,

Chief Operating Officer and Director

Chief Financial Officer

Arnout Ploos van Amstel

Javier Cote-Sierra, PhD

Yuan-Hua Ding, PhD

Someit Sidhu, our Chief Executive Officer and Director, is the Co-Founder and has been the CEO of Akaza Bioscience since 2019 and the CEO of Izana Bioscience since 2017 as well as the Co-Founder of Pathios Therapeutics.

After the Closing of the Business Combination, the Company’s directors and executive officers are as follows, with each person’s biography and familial relationship, if any, described in the Proxy Statement/Prospectus in the section titled “ Combined Company Management and Governance After the Business Combination ” beginning on page 276 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Executive Officers

Chief Executive Officer and Director

Verender Badial

Interim Chief Financial Officer

Preston Klassen

President and Chief Operating Officer

Chief Medical Officer and Executive Vice President

Kimberly Ann Davis

General Counsel

Theresa Lowry

Chief Human Resources Officer

Chief Technology Officer

Michael Howell

Senior Vice President, Translation Medicine

Non-Employee Directors

Director, Chairman of the Board

Sandeep Kulkarni

Jennifer Jarrett

Executive Officers

Someit Sidhu , our Chief Executive Officer and a director, is the Co-Founder and has been the CEO of Akaza Bioscience since 2019 and the CEO of Izana Bioscience since 2017 as well as the Co-Founder of Pathios Therapeutics.

Since July 2021, Dr.

Sidhu has served as the Chairman and Chief Executive Officer of JATT Acquisition Corp.

Sidhu has broad expertise covering various topics in the life sciences industry.

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Sidhu gained medical experience during his time in Cardiology and General Surgery after graduating from the Oxford Medical School.

Tauhid Ali, PhD , our Chief Operating Officer and Director, has more than 25 years international experience in the biopharmaceutical industry.

Ali has broad management and leadership experience in translational research, corporate strategy, and global project leadership.

He has been the Executive Vice President of Translational & Clinical Science at Cambrian Biopharma, a biotech venture capital holding company, since April 2020.

Prior to that, he served as Vice President of Search & Translational Science (Rare Diseases Therapy Area Unit) at Takeda Pharmaceuticals from 2014 to 2019 and founded as well as led TAKcelerator™, a virtual rare disease biotech unit within Takeda with a novel operating model.

Within its first two years, TAKcelerator™ launched three new companies and executed multiple out-licenses and partnerships.

Ali has previously worked with several companies in the pharmaceuticals and biotechnology space including UCB Pharma, Ipsen Group, and Shire Pharmaceuticals.

He has a PhD from Cardiff University and a Master of Sciences in Clinical Sciences from the Welsh School of Pharmacy.

Badial, our Chief Financial Officer, has more than 20 years of experience as an investment banker and is currently Managing Director of Cryfield Investments, which he founded in 2015 and is responsible for the corporate finance services and capital fundraising activities.

Between 1997 and 2015, Mr.

Badial held executive functions in the Equity Capital Markets departments of Rothschild (ABN AMRO) and Societe Generale, allowing him to leverage rich experience in structuring and executing equity capital markets transactions as well as building up an extensive network.

Badial also held the role of Managing Director with Rothschild (ABN AMRO) and Societe Generale within the investment banks and is experienced in both buy- and sell-side advisory transactions incorporating leveraged and structured equity and debt finance solutions with a key focus on financial sponsor portfolios in pharma and healthcare.

Badial brings unique capabilities for the target identification and business combination processes based on his expertise from acquiring and funding numerous corporates, raising capital for M&A and IPOs coupled with significant expertise in analyzing potential financial or management improvements to operational businesses.

Badial graduated with an honor’s degree from the London School of Economics & Political Science.

Our directors and advisors bring with them an exceptional expertise in the life sciences sector combining to more than 110 years of experience in holding positions at industry leading companies, and/or from investing, evaluating and acquiring companies and/or assets in the space:

Arnout Ploos van Amstel, a director, has more than 30 years of experience in life sciences and biotechnology within several leadership positions and has extensive capabilities in drug development processes.

He is co-Founder of MoonLake Immuntherapeutics AG.

Before, he served as SVP, Head and General Manager of Global Business Franchise Immunology Hepatology & Dermatology at Novartis in Switzerland, a $5bn revenue business unit where he was responsible for assets from early clinical development to late-stage commercialization and built a leading immunology/liver pipeline.

Prior to that, he held the position of SVP & General Manager for the Hospital business of Wyeth Pharmaceuticals in the U.S., where he led the integration workstream for the Hospital businesses of Wyeth

and Pfizer in the context of the acquisition.

Ploos van Amstel graduated in Business Economics at the University of Groningen in Netherlands.

Javier Cote-Sierra, PhD , a director, is Co-Founder & CSO of Allianthera Biopharma (ATB) and has extensive expertise in the entire process of drug discovery and development.

Before co-founding ATB in December 2020, he served as the Head of Inflammation & Immunology External Innovation at Sanofi Genzyme from 2018 to 2020, overseeing, amongst others, various research collaborations and in-licensing deals.

Additionally, he led the evaluations and investments of multiple key assets and companies.

Prior to his role at Sanofi Genzyme, Dr.

Cote-Sierra was Senior Director for External R&D Innovation, Inflammation & Immunology at Pfizer from 2015 to 2017.

Over his career in the life sciences industry, he held various roles at several pharmaceutical companies including GlaxoSmithKline (Stiefel), Hoffman-la Roche and Millennium Pharmaceuticals before its acquisition by Takeda.

Cote-Sierra received his PhD in Immunology and a master’s degree in Molecular Biology from the Free University of Brussels.

Graeme Sloan, a director, is an experienced corporate lawyer with over 30 years of experience including extensive experience with mergers and acquisitions and complex deal structuring.

In the past, he served as global M&A co-chair at the prominent law firms of Latham & Watkins (where he was a partner from 2006 to 2015) and Morrison & Foerster (where he was a partner from 2015 to 2020) before founding Sloan Legal in 2020.

Sloan has a wealth of expertise advising on and project managing public and private M&A transactions, private equity deals, corporate finance transactions as well as joint ventures.

He frequently advises on cross-border transactions and his experience spans a wide range of sectors, including life sciences and healthcare, technology, energy, and financial services.

Sloan received his honor’s degree in law from the University of Glasgow and his Diploma in Legal Practice from the University of Edinburgh.

Yuan-Hua Ding, PhD , an advisor, brings strong drug discovery capabilities and experience in identifying and translating novel technology and target ideas into quality R&D programs.

He co-founded Allianthera Biopharma and is currently serving as CEO, and has been serving as CEO at the BayRay Innovation Center since June 2020.

Until May 2020, he served as the Head of Asia Discovery Labs at Pfizer, where he held several senior leadership positions since joining in 1999.

Ding is currently advisor to the Bohe Angel Fund, a member of Bayhelix Group, Chinese Business Leaders in Life Sciences, and founder as well as a board member of the New England Structural Biology Association.

He also was a member of the board of directors at DL Medicine until June 2020.

Ding holds a PhD in Biochemistry from the University of Pittsburgh and a Master’s degree in Biophysics from the Tsinghua University in Beijing.

Number and Terms of Office of Officers and Directors

Our board of directors is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first general meeting of shareholders) serving a two-year term.

In accordance with NYSE corporate governance requirements, we are not required to hold a general meeting until one full year after our first fiscal year end following our listing on NYSE.

The term of office of the first class of directors, consisting of Messrs.

Ploos van Amstel, Cote-Sierra and Sloan, will expire at our first general meeting of shareholders.

The term of office of the second class of directors, consisting of Doctor Sidhu, will expire at the second general meeting of shareholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

We believe Dr.

Sidhu is well-qualified to serve as a Director due to his extensive operational and investment experience in the life sciences industry.

Preston Klassen, M.D.

, our President and Chief Operating Officer, previously served as President and Chief Executive Officer and as a member of the Board of Directors of Metacrine, Inc.

since June 2020.

From March 2017 to June 2020, Dr.

Klassen served as Executive Vice President, Head of Research and Development and Chief Medical Officer of Arena Pharmaceuticals, Inc., a biopharmaceutical company.

From June 2016 to March 2017, he was Chief Medical Officer of Laboratoris Sanifit S.L., a biotechnology company, and prior to that, from November 2009 to May 2016, was Executive Vice President, Head of Global Development at Orexigen Therapeutics, Inc.

Klassen also held several positions of increasing responsibility at Amgen Inc., including Therapeutic Area Head for Nephrology.

Before joining Amgen, he was a faculty member in the Division of Nephrology at Duke University Medical Center.

From February 2014 to May 2020, Dr.

Klassen served on the board of directors of Conatus Pharmaceuticals Inc., a publicly traded biotechnology company that merged with Histogen Inc.

Klassen holds a B.S.

in Chemistry from Central University of Iowa.

Klassen received his medical degree from the University of Nebraska College of Medicine and completed his residency in internal medicine, fellowship in nephrology, and Master of Health Sciences degree at Duke University.

Chris Cabell is the Chief Medical Officer and Executive Vice President at Zura.

In addition, he has served on the Board of Directors of Pulmatrix Inc from July 2020 until the present.

Prior to joining Zura, Dr Cabell spent 2 years at Emergent BioSolutions as Chief Medical Office and Head of Clinical Development from February 2021 until January 2023.

Prior to that, Dr.

Cabell spent 3 years at Arena Pharmaceuticals from October 2017 until June 2020, with increasing responsibilities including Chief Medical Officer, Head of Research and Development, and Head of Clinical Development.

Previously, Dr.

Cabell spent 10 years at Quintiles Inc and QuintilesIMS in a variety of management positions including Chief Medical and Scientific Officer, Global Head of Medical and Project Management,

and Global Head of Business Development.

Prior to joining Quintiles, Dr.

Cabell was Associate Professor of Medicine in the Division of Cardiology at Duke University School of Medicine.

Cabell is a Fellow of the American College of Cardiology and has over 100 peer reviewed publications including in the New England Journal of Medicine, JAMA, and Annals of Internal Medicine.

Board certified in both internal medicine and cardiovascular diseases, Dr.

Cabell is an honors graduate of Pennsylvania State University and Duke University, earning both his Medical Degree and a Masters in Health Sciences from the latter.

Kimberly Ann Davis has served as General Counsel of Zura since September 2022.

Previously, Ms.

Davis served as Vice President, Deputy General Counsel and Chief Compliance Officer of Arena Pharmaceuticals, Inc.

from 2020 to until its acquisition by Pfizer in September 2022.

From 2014 to 2020, Ms.

Davis was Vice President and Chief Compliance Officer of Kaleo, Inc.

From 2011 to 2014, Ms.

Davis was Vice President and Health Care Law & Compliance Officer of Impax Laboratories, Inc.

(now Amneal Pharmaceuticals LLC).

In previous roles, Ms.

Davis was Executive Director from 2008 to 2011 and Associate General Counsel from 2000 to 2008 at Amgen, Inc.

Davis holds a Juris Doctor from Pepperdine University School of Law, and a Bachelor of Arts in Business Management from Sweet Briar College.

Theresa Lowry , our Chief Human Resources Officer, joins Zura from Metacrine, Inc.

where she had served as Executive Vice President of Human Resources and Business Operations since August 2020.

Prior to Metacrine, Ms.

Lowry was head of global HR Operations and Total Rewards at Arena Pharmaceuticals, Inc.

from April 2019 to August 2020.

Prior to joining Arena, Ms.

Lowry held HR leadership positions at Acadia Pharmaceuticals Inc.

from June 2018 to March 2019 and at Ultragenyx Pharmaceutical Inc.

from June 2017 to June 2018.

She began her career as a consultant with Arthur Andersen and Ernst & Young in their human capital consulting practices.

Lowry received a B.A.

in Spanish language and literature from the University of Virginia and an M.S.

in business and corporate law from the University of San Diego School of Law.

Gary Whale is a seasoned professional in the pharmaceutical development of biologics with a career spanning over 25 years.

Before joining Zura Bio as Chief Technology Officer and part of the executive management team, Dr.

Whale was employed as Vice President, Global Head of Technical Operations at EUSA Pharma, a privately held specialty rare disease company focused on the commercial supply of oncology biologics starting in May 2020.

Having nurtured this company through significant growth and profitability, this company was successfully sold in 2022 to a larger Italian specialty care company, Recordati S.p.A.

Prior to this, from January 2018 to April 2020, Dr.

Whale was Chief Operating Officer at VHsquared, a biotech start-up company specializing the clinical development of treatments focused on autoimmune conditions such as Crohn’s disease and Ulcerative Colitis.

From March 2014 to January 2018, Dr.

Whale was VP CMC & Manufacturing Operations at VHsquared.

During this time a number of global clinical studies were completed and the assets are currently undergoing further phase 2 trials.

Previously, Dr.

Whale spent a number of years at other companies, such as:

Emergent BioSolutions from January 2007 to June 2013, Microscience Ltd from September 2002 to May 2007 and Proctor and Gamble from November 1996 to October 1999, all of which were in a technical operations role.

Whale holds a bachelor’s degree in Biochemistry and a master’s degree in Microbiology from the University of London, and a PhD in the purification and characterization of bacterial cell surface antigens from Robert Gordon University, Aberdeen.

Non-Employee Directors

Munshi will serve as the Chairman of our Board of Directors.

Most recently, Mr.

Munshi was President and Chief Executive Officer of Arena Pharmaceuticals Inc.

from May 2016 to March 2022 and a member of the Board of Directors from June 2016 until March 2022, when Arena Pharmaceuticals was sold to Pfizer Inc.

Previously, Mr.

Munshi served as President and Chief Executive Officer and as a director of 288 Epirus Biopharmaceuticals, Inc., a biopharmaceutical company focused on biosimilars, and Percivia LLC, a biotechnology company which was sold to Johnson & Johnson.

Subsequent to an asset sale, in July 2016, Epirus filed a voluntary Chapter 7 petition in the United States Bankruptcy Court for the District of Massachusetts.

Prior to Epirus and Percivia, Mr.

Munshi was a co-founder and served as Chief Business Officer of Kythera Biopharmaceuticals, Inc.

from 2005 to 2010, which was sold to Allergan plc, and held multiple leadership positions at Amgen Inc.

from 1997 to 2005, including General Manager, Nephrology Europe.

He has served as the Chairman of the Board of Enterprise Therapeutics since January 2020.

Simultaneously, Mr.

Munshi has also served as a member of the Board of Directors and Audit Committee of Galecto Inc.

(GLTO) since January 2020.

Munshi likewise served as a member of the Board and Audit Committee of Pulmatrix Inc.

(PULM) from June 2017 until March 2021.

Additionally, Mr.

Munshi currently serves as a director of two U.S.

subsidiaries of Zura:

Zura Bio Inc.

and Z33 Bio Inc.

Munshi holds a B.S.

in Economics and a B.A.

in History from the University of California, Riverside, and an M.B.A.

from the Peter F.

Drucker School of Management at Claremont Graduate University.

Munshi has more than 30 years of global biopharmaceutical industry experience in executive management, business development, product development and portfolio management.

Munshi’s vast executive management and business experience in the global biopharmaceutical industry and in-depth knowledge of product development gives him the qualifications, attributes and skills to serve as one of our directors.

Kulkarni, M.D.

, a director, has served as a Director of Zura since March 31, 2022.

He is currently the Chief Executive Officer and co-founder of Tourmaline Bio, LLC, since September 2021.

Prior to this, Dr.

Kulkarni was a Managing Director at KVP Capital from August 2020 to June 2022.

Prior to KVP, Dr.

Kulkarni served in multiple roles at RoivantSciences from July 2018 to June 2020, including as the Chief Operating Officer of lmmunovant, Inc, Vice President Special Projects, and Ombudsman to the Investment Committee.

From September 2017 to February 2018, Dr.

Kulkarni was Senior Investment Analyst at Consonance Capital, a healthcare investment firm, and Investment Analyst on the Life Sciences team at QVT Financial LP from April 2013 to August 2017.

From August 2009 to May 2012, Dr.

Kulkarni was a Consultant, then Project Leader at the Boston Consulting Group, Inc., where he focused on the biopharma sector.

Kulkarni earned a B.A.

in Economics from Harvard College and an M.D.

from the University of California, San Francisco.

We believe he is well qualified to serve as a Director due to his extensive scientific and medical training as well as substantial experience in the life sciences industry.

Garry Neil, M.D.

, a director, is Chief Executive Officer and Chairman of Avalo Therapeutics(“Avalo”) (NASDAQ:AVTX, formerly Cerecor, Inc.

(NASDAQ:CERC).

From March 2020 to February 2022, Dr.

Neil served as the Chief Scientific Officer of the Avalo.

Neil joined Avalo as Chief Medical Officer in February 2020, when Aevi Genomic Medicine, Inc.

(“Aevi”) was acquired by Avalo.

Neil served as Chief Scientific Officer of Aevi from September 2013 until the Aevi Merger closed in February 2020.

Prior to joining Aevi, Dr.

Neil was a Partner at Apple Tree Partners, a life science private equity firm, from September 2012 to September 2013, and has held a number of senior positions in the pharmaceutical industry, including most recently Corporate Vice President of Science & Technology at Johnson & Johnson from November 2007 to August 2012.

Prior to these roles, Dr.

Neil served as Group President at Johnson & Johnson Pharmaceutical Research and Development, Vice President of Research & Development at Merck KGaA/EMD Pharmaceuticals, and Vice President of Clinical Research at AstraZeneca and Astra Merck.

Neil serves an Independent Director and Member of the Nomination and Governance Committee of Celldex Therapeutics (NASDAQ:CLDX), He served on the Board of Directors of Arena Pharmaceuticals, Inc.

from 2017 to 2022 and was Chair since February 2021.

From August 2016 to May 2019, he previously served on the board of GTx, Inc.

He is a member of the board of the Center for Discovery and Innovation of the Hackensack Meridian Medical School in Hackensack, New Jersey and is the Founding Chairman of TransCelerate Biopharma, Inc., a non-profit pharmaceuticals industry Research & Development consortium, and is a past member of the TransCelerate Board from 2012 to 2019.

He served on the board of Reagan Udall Foundation for the FDA from 2007 – 2021, the board of Foundation for the National Institutes of Health (NIH) from 2010 – 2012 and on the Science Management Review board of the NIH from 2010 – 2012.

Neil is also the past Chairman of the Pharmaceutical Research and Manufacturers Association (PhRMA) Science and Regulatory Executive Committee and the PhRMA Foundation board.

Neil holds a B.Sc.

from the University of Saskatchewan and an M.D.

from the University of Saskatchewan College of Medicine.

He completed postdoctoral clinical training in internal medicine and gastroenterology at the University of Toronto.

Neil also completed a postdoctoral research fellowship at the Research Institute of Scripps Clinic.

He is the author of more than 60 scientific papers and holds several patents.

We believe he is well-qualified to serve as a director due to his extensive scientific and operational experience.

Steve Schoch , a director, served as a member of the Board of Directors of Arena Pharmaceuticals and chaired the Audit Committee from June, 2021 until the company was acquired by Pfizer in March of 2022.

Schoch currently serves as Chief Operating Officer and Chief Financial Officer of FLYR Labs, a position he has held since 2022.

Prior to joining FLYR Labs, Mr.

Schoch served as Chief Financial Officer at 23andMe, Inc.

from 2018 to 2022.

Schoch served as the Chief Executive Officer of Miramax Films NY, LLC from 2012 - 2017, while concurrently serving as Miramax's Chief Financial Officer, a position he held beginning in 2010.

From 2001 to 2010, Mr.

Schoch held various senior financial positions at Amgen, Inc., including Corporate Controller and divisional Financial Vice President.

He served as the Executive Vice President and Chief Financial Officer of eToys, Inc.

from 1999 to 2001.

Prior to eToys, Inc., Mr.

Schoch held a variety of financial positions in the media industry, including at The Walt Disney Company and the Times Mirror Company.

Schoch holds a B.S.

in Civil Engineering degree from Tufts University and a M.B.A.

degree from the Tuck School of Business Administration, Dartmouth College.

Jennifer Jarrett , a director, has served as Chief Operating Officer of Arcus Biosciences, a biotechnology company, since October 2020.

From January 2019 through September 2020, she served as Vice President of Corporate Development and Capital Markets of Uber Technologies, a technology company, and from June 2018 to January 2019 served as Arcus Bioscience’s Chief Operating Officer and Chief Financial Officer and as its Chief Business Officer and Chief Financial Officer from March 2017 to June 2018.

From March 2016 to October 2016, Ms.

Jarrett was the Chief Financial Officer of Medivation, a commercial biopharmaceutical company, which was acquired by Pfizer.

Before Medivation, Ms.

Jarrett spent 20 years in investment banking, most recently at Citigroup where she ran the firm’s west coast life sciences investment banking practice, and prior to that at Credit Suisse and Donaldson, Lufkin & Jenrette.

Jarrett currently serves on the board of Arcus Biosciences, Inc.

and Syndax Pharmaceuticals, Inc., each of which is a publicly traded company, and previously served on the boards of Arena Pharmaceuticals, Inc.

Audentes Therapeutics, Inc.

and Consonance- HFW Acquisition Corp.

Jarrett received a B.A.

in Economics from Dartmouth College and her M.B.A.

Stanford Graduate School of Business.

We believe she is well-qualified to serve as a director due to her extensive finance and operational experience.

Dr Neil Graham MBBS, MD, MPH , a director, is an expert in immunology and inflammation with more than 30 years’ experience in global drug development and commercialization, crossing early and late-stage clinical trials in dermatology, allergy, rheumatology, virology, and pulmonology.

From February 2021 to January 2022, Dr.

Graham served as Chief Medical Officer of Tiziana Life Sciences LTD, a biotechnology company.

Prior to Tiziana, Dr.

Graham was VP-Strategic Program Direction & Immunology at Regeneron Pharmaceuticals, Inc.

from April 2010 to January 2020.

In previous roles, Dr.

Graham occupied the position of Chief Operating Officer at XTL Biopharmaceuticals Ltd.

from January 2002 to June 2005, SVP-Program & Portfolio Management at Trimeris, Inc.

from June 2005 to February 2007, Senior Vice President-Program & Portfolio at Vertex, Inc.

from April 2007 to November 2009 and Associate Professor at Johns Hopkins Bloomberg School of Public Health from October 1989 to March 1997.

Graham currently serves on the boards of ASLAN Pharmaceuticals and Pharmaxis Ltd.

Graham holds an MD, MPH, MBBS from the University of Adelaide.

We believe he is well-qualified to serve as a director due to his extensive scientific and operational experience.

Board Composition

The Company’s business and affairs will be organized under the direction of its board of directors.

The board of directors of the Company will meet on a regular basis and additionally as required.

In accordance with the terms of the Second Amended and Restated Memorandum and Articles of Association, which will be effective upon the consummation of the Business Combination, The Company’s board of directors may establish the authorized number of directors from time to time by resolution.

The Company’s board of directors will consist of seven members upon the consummation of the Business Combination.

Director Independence

NYSE listing standards require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that Graeme Sloan, Arnout Ploos van Amstel and Javier Cote-Sierra, PhD are “independent directors” as defined in NYSE listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

Commencing on the date of the IPO, we agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

In addition, we may pay our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial business combination.

These individuals will also be reimbursed for any out of pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our payments and reimbursements to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer documents furnished to our shareholders in connection with a proposed initial business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NYSE rules require that the compensation committee of a listed company each be comprised solely of independent directors.

In connection with the consummation of the Business Combination, the Company board of directors will undertake a review of the independence of each director.

Based on information provided by each director concerning his or her background, employment and affiliations, it is expected that the board of directors of the Company will determine that none of the directors, other than Dr.

Someit Sidhu, has any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham is “independent” as that term is defined under the Nasdaq listing standards.

In making these determinations, the JATT board of directors will consider the current and prior relationships that each non-employee director has with the management and principal shareholders of Zura and all other facts and circumstances the Company’s board of directors deems relevant in determining their independence, including the beneficial ownership of securities of Zura by each non-employee director and the transactions described in the section titled “ Certain Relationships and Related Party Transactions .”

Board Leadership Structure

The Company’s board of directors is expected to be chaired by Amit Munshi, an independent director.

In such role, Amit Munshi will have authority, among other things, to call and preside over board of directors meetings, to set meeting agendas, and to determine materials to be distributed to the board of directors.

The Company’s board of directors believes that separating the positions of Chief Executive Officer (“CEO”) and Chairman of the Board is in the best interests of the Company.

We believe that keeping the two positions separate helps to ensure proper board oversight over management’s decision-making and performance, protects the board’s independence, and enables both the CEO and the Chairman of the Board to exercise their respective roles without the appearance of any conflict of interests or responsibilities.

Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham will serve as independent directors who provide active and effective oversight of the Company’s strategic decisions.

As of the date of this filing, the Company’s board of directors has determined that the leadership structure of the Company’s board of directors will permit the board of directors to fulfill its duties effectively and efficiently and is appropriate given the size and scope of the Company and its financial condition.

Board Oversight of Risk

Upon the consummation of Business Combination, one of the key functions of Company’s board of directors will be to conduct informed oversight of Company’s risk management process.

Company’s board of directors does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through Company’s board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective areas of

In particular, the board of directors will be responsible for monitoring and assessing strategic risk exposure and Company’s audit committee will have the responsibility to consider and discuss Company’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

The audit committee will also monitor compliance with legal and regulatory requirements.

Company’s compensation committee will also assess and monitor whether Company’s compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Board Committees

After the consummation of the Business Combination, the board will establish an audit committee, a compensation committee, and a nominating and governance committee.

The Company’s board may establish other committees to facilitate the management of the post-Business Combination company’s business.

The Company’s board and its committees will set schedules for meeting throughout the year and can also hold extraordinary general meetings and act by written resolution from time to time, as appropriate.

The Company’s board will delegate various responsibilities and authority to its committees as generally described below.

The committees will regularly report on their activities and actions to the full Company board.

Each member of the audit committee of the Company board is expected to qualify as an independent director in accordance with Nasdaq listing standards.

The compensation and nominating and governance committees will each have at least one independent director.

Each committee of the Company board will have a written charter approved by the Company board.

Upon the consummation of the Business Combination, copies of each charter will be posted on Company’s website once established.

The inclusion of the post-Business Combination company’s website address in this proxy statement/prospectus does not include or incorporate by reference the information on the Company’s website into this proxy statement/prospectus.

Members will serve on these committees until their resignation or until otherwise determined by the board.

Audit Committee

We have established an audit committee of our board of directors.

Sloan, Ploos van Amstel and Cote-Sierra serve as members of our audit committee, and Mr.

Ploos van Amstel is the chair the audit committee.

Under NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

Each of Messrs.

Sloan, Ploos van Amstel and Cote-Sierra meet the independent director standard under NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Mr.

Ploos van Amstel qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We adopted an audit committee charter, which details the principal functions of the audit committee, including:

● the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

● pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

● setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

After the consummation of the Business Combination, the members of Company’s audit committee will be Amit Munshi, Jennifer Jarrett and Steve Schoch, each of whom can read and understand fundamental financial statements.

Each of Amit Munshi, Jennifer Jarrett and Steve Schoch is independent under the rules and regulations of the SEC and Nasdaq listing standards applicable to audit committee members.

Steve Schoch will be the chair of the audit committee.

The JATT board has determined that Steve Schoch qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq.

In arriving at these determinations, the JATT board has examined each audit committee member’s scope of experience and the nature of their employment.

The primary purpose of the audit committee will be to discharge the responsibilities of Company’s board of directors with respect to the corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee the independent registered public accounting firm.

Specific responsibilities of the audit committee will include:

● helping the board of directors oversee corporate accounting and financial reporting processes;

● managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the financial statements;

● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results;

● developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

● reviewing related person transactions;

● obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law;

● approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

We have established a compensation committee of our board of directors.

Sloan, Ploos van Amstel and Cote-Sierra serve as members of our compensation committee.

Under NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

Sloan chairs the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

● reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

● reviewing on an annual basis our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration plans;

● assisting management in complying with our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

● if required, producing a report on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Commencing on the date of our IPO, we agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the board of directors Messrs.

Sloan, Ploos van Amstel and Cote-Sierra will serve as members of this committee.

Under NYSE listing standards and applicable SEC rules, all the directors on this committee must be independent.

Our board of directors has determined that each of Messrs.

Sloan, Ploos van Amstel and Cote-Sierra are independent under NYSE listing standards and applicable SEC rules.

Cote-Sierra serves as chair of the committee.

The nominating and corporate governance committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The committee considers persons identified by its members, management, shareholders, investment bankers and others.

The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally will provide that persons to be nominated:

● should have demonstrated notable or significant achievements in business, education or public service;

● should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

● should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating and corporate governance committee will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next general meeting of shareholders (or, if applicable, a special meeting of shareholders).

Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

The committee does not distinguish among nominees recommended by shareholders and other persons.

Director Nominations

We do not have a standing nominating committee, though we have formed a corporate governance and nominating committee as required to do so by law or NYSE rules.

In accordance with Rule 5605(e)(2) of the NYSE rules, a majority of the independent directors may recommend a director nominee for selection by the Board.

The Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election to the board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

The compensation committee will consist of Sandeep Kulkarni and Amit Munshi.

The chair of the compensation committee will be Sandeep Kulkarni.

The board has determined that each member of the compensation committee is independent under the Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of the compensation committee will be to discharge the responsibilities of the board of directors in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate.

Specific responsibilities of the compensation committee will include:

● reviewing and approving the compensation of the chief executive officer, other executive officers and senior management;

● administering the equity incentive plans and other benefit programs;

● reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the executive officers and other senior management;

● reviewing and establishing general policies relating to compensation and benefits of the employees, including the overall compensation philosophy.

Nominating and Governance Committee

The nominating and corporate governance committee will consist of Garry Neil, Neil Graham and Sandeep Kulkarni.

The chair of the nominating and corporate governance committee will be Garry Neil.

The board has determined that each member of the nominating and corporate governance committee is independent under the Nasdaq listing standards.

Specific responsibilities of the nominating and corporate governance committee will include:

● identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by shareholders, to serve on the board of directors;

● considering and making recommendations to the board of directors regarding the composition and chairmanship of the committees of the board of directors;

● developing and making recommendations to the board of directors regarding corporate governance guidelines and matters;

● overseeing periodic evaluations of the performance of the board of directors, including its individual directors and committees.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers serves on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers serves on our board of directors.

Code of Ethics

Upon the consummation of the Business Combination, the board will adopt a Code of Conduct.

The Code of Conduct will apply to all of Company’s employees, officers, and directors, as well as all of Company’s contractors, consultants, suppliers, and agents in connection with their work for Company.

Upon the consummation of the Business Combination, the full text of Company’s Code of Conduct will be posted on the post-Business Combination company’s website when established.

Company intends to disclose future amendments to, or waivers of, its Code of Conduct, as and to the extent required by SEC regulations, at the same location on its website identified above or in public filings.

Information contained on Company’s website is not incorporated by reference into this proxy

statement/prospectus, and you should not consider information contained on Company’s website to be part of this proxy statement/prospectus.

Related Party Policy

Upon the consummation of the Business Combination, the Company board of directors will adopt a written related person transactions policy that sets forth the Company’s policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of the Company’s policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which Company or any of its subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.

A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of the Company’s voting securities (including Company’s ordinary shares), including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of Company’s voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to Company’s audit committee (or, where review by Company’s audit committee would be inappropriate, to another independent body of Company’s board of directors) for review.

To identify related person transactions in advance, Company will rely on information supplied by Company’s executive officers, directors and certain significant shareholders.

In considering related person transactions, Company’s audit committee will take into account the relevant available facts and circumstances, which may include, but are not limited to:

● the risks, costs, and benefits to Company;

● the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

● the terms of the transaction;

● the availability of other sources for comparable services or products;

● the terms available to or from, as the case may be, unrelated third parties.

The Company’s audit committee will approve only those transactions that it determines are fair to the Company and in the Company’s best interests.

All of the transactions described above were entered into prior to the adoption of such policy.

Certain of the foregoing disclosures are summaries of certain provisions of our related party agreements, and are qualified in their entirety by reference to all of the provisions of such agreements.

Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful.

Copies of certain of the agreements (or forms of the agreements) have been filed as exhibits to the registration statement of which this prospectus is a part, and are available electronically on the website of the SEC at www.sec.gov.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the Board or compensation committee of any entity that has one or more executive officers serving on our Board.

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See the section of this annual report entitled “Where You Can Find Additional Information.”

Conflicts of Interest

Affiliates of our management team may compete with us for business combination opportunities.

If these entities decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

In addition, investment ideas generated within affiliates of our management team may be suitable for both us and for another entity and may be directed to such entity rather than to us.

Members of our management team who are also employed by such entities have no obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of the company.

Members of our management team, in their capacities as employees or principals of their affiliates or in their other endeavors, currently are required to present certain investment opportunities and potential business combinations to the various related entities described above, or third parties, before they present such opportunities to us.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination, as

we believe any such opportunities presented would be smaller than what we are interested in, or to entities that are not themselves in the business of engaging in business combinations.

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Investors should be aware of the following potential conflicts of interest:

● None of our officers and directors is required to commit their full time to our affairs, and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

● In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

Our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

● Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

● Unless we consummate our initial business combination, our officers, directors and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.

● The insider shares beneficially owned by our sponsor, officers and directors will be released from escrow only if our initial business combination is successfully completed.

Additionally, if we are unable to complete an initial business combination within the required time frame, our sponsor, our officers and directors will not be entitled to receive any amounts held in the trust account with respect to any of their insider shares or private warrants.

Furthermore, our sponsor, JATT Ventures, LLP, has agreed that the private warrants will not be sold or transferred by them until after we have completed our initial business combination.

For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effect our initial business combination.

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

(i) duty to act in good faith in what the director believes to be in the best interests of the company as a whole;

(ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii) directors should not improperly fetter the exercise of future discretion;

(iv) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

(v) duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a

director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;

Accordingly, if any of the above executive officers and directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he has current fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our initial business combination.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.

In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, that such an initial business combination is fair to our company from a financial point of view.

In the event that we submit our initial business combination to our public shareholders for a vote, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares purchased during or after the offering (including in open market and privately-negotiated transactions) in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

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EXECUTIVE COMPENSATION

None of our officers or directors has received any cash compensation for services rendered to us.

Commencing on July 13, 2021, we have agreed to pay monthly recurring expenses of $10,000 to an affiliate of our Sponsor for office space, utilities, secretarial support and administrative services.

Upon completion of a Business Combination or our liquidation, we will cease paying these monthly fees.

Other than the described fee, no compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our Business Combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers, directors and our or their affiliates.

After the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of a Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after a Business Combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management team to remain with us after the consummation of a Business Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Employment Term

Sidhu will be a party to an employment agreement with Zura, dated , 2023, which will provide for his position as Chief Executive Officer (the “Sidhu Agreement”).

Sidhu’s employment shall continue under the terms of the Sidhu Agreement until terminated by either party with no less than 6 months’ prior written notice or by Zura with “Cause” (as defined in the Sidhu Agreement).

Sidhu will receive a yearly salary of $420,000 and at this time the Sidhu Agreement does not provide for an annual bonus.

Zura will comply with any pension duties in respect of Mr.

Sidhu, a resident of the United Kingdom, in accordance with Part 1 of the United Kingdom Pensions Act 2008.

Restrictive Covenants

Sidhu will be subject to non-competition, non-solicitation and no-hire of employees or independent contractor obligations for a period of 9 months following his termination of employment for any reason.

Zura will be able to terminate Dr.

Sidhu’s employment immediately in the event of “Cause” and upon 6 months’ written notice without “Cause.” In the event of a without Cause termination by Zura, Zura may provide Mr.

Sidhu with payment in lieu of notice for the duration of the 6-month notice period (or, if notice has already been given, for the remainder of the notice period).

However, during this payment in lieu of notice period, Mr.

Sidhu will be required to seek alternative income and to notify Zura of the receipt of any such income.

Zura will be able to then reduce its payments to Mr.

Sidhu by that amount.

The Sidhu Agreement will also provide that Mr.

Sidhu may be placed on garden leave following service of notice to terminate his employment by either party.

Director Compensation Arrangements

Zura offered the position of Non-Employee Executive Chairman to Amit Munshi in an offer letter dated November 11, 2022.

The responsibilities of the role include leading Zura’s and New JATT’s (upon the closing of the Business Combination) Board of Directors, and due to the early stage of Zura and New JATT, advising executive management and participating in investor financing as well as other strategic meetings.

In the second quarter of 2023, the title of the role and responsibilities will transition to the customary responsibilities of a Chairman of the Board of Directors for similar situated biotechnology companies.

Munshi’s continued service in the role will be subject to annual re-election by shareholders and customary termination provisions.

Capital Investment Requirements

In accordance with New JATT’s Stock Ownership Guidelines, and as a condition of service, following the Closing, Mr.

Munshi is required to purchase and retain an interest in New JATT in the amount of $1,500,000 within the first year of his appointment and rising to an aggregate of $3,000,000 within the first two years.

The offer included cash compensation for Mr.

Munshi’s role at a monthly rate of $25,000 from the earlier of Closing or completion of raising at least $100,000,000 in financing by Zura.

Once the role transitions to Chairman of the Board of Directors, fees will be reduced to an annual rate of $50,000 plus $25,000 for the role of Chairman of the Board.

Restricted Stock Units:

Pursuant to Mr.

Munshi’s offer letter and subject to the shareholders approving the Equity Incentive Plan, Mr.

Munshi will be granted, effective as of the Closing, a Restricted Stock Unit (“RSU”) inducement grant award agreement providing for 500,000 shares of the post-Business Combination company, which shall be eligible to vest equally over four (4) years as follows:

twenty-five percent (25%) on each of the anniversaries of the grant thereafter so that the RSUs are fully vested on the fourth anniversary of the grant date.

Performance Shares:

Also pursuant to Mr.

Munshi’s offer letter and subject to shareholder approval of the Plan, Zura shall grant to Mr.

Munshi, effective as of the Closing, a Performance Share inducement grant award agreement providing for options to purchase shares in the post-Business Combination company with a target value of no less than $2,500,000 (based on the grant date value of any such award) at an exercise price per share of the fair market value of such a share at the date of grant, which will become exercisable if the 20-day volume weighted average trading price (“VWAP”) of the ordinary shares is over $30 per share at any time prior to the fifth anniversary of the Closing and while Mr.

Munshi remains Chairman of the Board of Directors.

Any shares issued upon exercise of these options will be held subject to lock-up provisions on the same terms as those issued to Zura Bio Limited’s other current option holders on Closing (to the extent that such provisions remain in force).

Upon annual re-election as a director after the fourth anniversary of Closing, a further equity award in respect of ordinary shares will be granted, with the exercise price and other terms to be consistent with market norms and as approved by the Compensation Committee.

The equity grants of RSUs and Performance Shares are conditioned upon Mr.

Munshi not acting in an executive management capacity for another company while service as Non-Employee Executive Chairman for Zura and New JATT.

This restrictive covenant terminates in second quarter 2023 when the role transitions to Chairman of the Board or as otherwise agreed by Zura or New JATT, as applicable, and Mr.

Capital Compensation:

Zura’s offer also included a grant of options to Mr.

Munshi in an amount which equals six percent (6%) of the capital raised (excluding existing commitments/insider capital, and subject to a minimum price) until the Closing.

These options shall have an exercise price equivalent to a price of $10.00 per ordinary share in New JATT on an as-exchanged basis and be eligible to vest over four (4) years as follows:

twenty-five percent (25%) on the first anniversary of the grant and monthly thereafter (2.083 percent for each month thereafter).

Any shares in issued upon exercise of these options will be held subject to the shareholders’ agreement for Zura Bio Limited and to the terms of the Business Combination Agreement.

Upon Closing, outstanding options will be exchanged for options to acquire shares in New JATT on equivalent commercial terms in accordance with the Business Combination Agreement.

Shares issued upon exercise of these options will be held subject to certain lock-up provisions on the same terms as those issued to the Zura’s other current optionholders upon Closing (to the extent they remain in force).

Family Relationships

There are no family relationships among the New JATT directors and executive officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We have no compensation plans under which equity securities are authorized for issuance.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of April 11, 2022, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of ordinary shares;

● each of our executive officers and directors;

● all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of ordinary shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this annual report.

The following table sets forth information regarding the beneficial ownership of the Company Class A Ordinary Shares as of the Closing Date, after giving effect to the Closing, by:

each person known by the Company to be the beneficial owner of more than 5% of the Company Class A Ordinary Shares;

each of the Company’s executive officers and directors;

all of the Company’s executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and restricted stock units that are currently exercisable or vested or that will become exercisable or vest within 60 days.

This table is based

upon information supplied by officers, directors and principal shareholders and Schedules 13G or 13D filed with the SEC.

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that all persons named in the table have sole voting and investment power with respect to all Company Class A Ordinary Shares beneficially owned by them.

The beneficial ownership percentages set forth in the table below are based on 27,552,148 Company Class A Ordinary Shares issued and outstanding as of the Closing Date, including the redemption of the Ordinary Shares, the conversion of Holdco shares and the consummation of the transactions contemplated by the PIPE Subscription Agreement and the Forward Purchase Agreements, each as described above.

Percentage of

Name and Address of Beneficial Owner (1)

5% and Greater Shareholders:

JATT Ventures, L.P.

Someit Sidhu, MD (3)

Magnetar Financial LLC (4)

Hudson Bay Capital Management LP (5)

Athanor Capital LP (6)

Tauhid Ali, PhD,

Javier Cote-Sierra, PhD

Arnout Ploos van Amstel

All executive officers and directors as a group (seven individuals)

* Less than 1%

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o JATT Acquisition Corp, c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(2) Interests shown consist solely of founder shares, classified as Class B ordinary shares.

Such shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment.

(3) Our sponsor, JATT Ventures, L.P.

is the record holder of such shares.

The general partner of the sponsor is JATT Ventures Ltd;

Someit Sidhu, our chairman and CEO, is the limited partner of the sponsor and the director and shareholder of the sponsor’s general partner , and as such, has voting and investment discretion with respect to the ordinary shares held of record by our sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by our sponsor.

(4) According to the Schedule 13G filed on January 21, 2022.

The business address of Magnetar Financial LLC and the other reporting persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Each of Magnetar Financial LLC and the Schedule 13G’s other reporting persons report shared voting and investment power.

(5) According to the Schedule 13G filed on January 21, 2022.

The business address of Hudson Bay Capital Management LP and the other reporting persons is 28 Havemeyer Place, 2nd Floor, Greenwich, Connecticut 06830.

Each of Hudson Bay Capital Management LP and the Schedule 13G’s other reporting persons report shared voting and investment power.

(6) According to the Schedule 13D filed on July 26, 2021.

The business address of Athanor Capital LP and other reporting persons is 888 Seventh Avenue, 21st Floor, New York, NY 10019.

The interests shown in the report consist of 1,666,300 Class A Ordinary Shares held by Athanor Master Fund, LP and 721,700 Class A Ordinary Shares held by Athanor International Master Fund, LP.

Athanor Capital, L.P.

Hana Immunotherapeutics LLC (4)

Willow Gate LLC (6)

Stone Peach Properties LLC (7)

Ewon Comfortech Co., Ltd.

Executive Officers and Directors:

Someit Sidhu (3)

Verender Badial (21)

Preston Klassen (9)

Chris Cabell (10)

Kim Davis (11)

Theresa Lowry (12)

Gary Whale (13)

Michael Howell (14)

Amit Munshi (15)

Sandeep Kulkarni (16)

Garry Neil (17)

Steve Schoch (18)

Jennifer Jarrett (19)

Neil Graham (20)

All directors and executive officers (13 individuals) as a group

Less than one percent.

Unless otherwise noted, the business address of each of the beneficial owners is c/o Zura Bio Limited, 4225 Executive Square, Suite 600, La Jolla, CA.

Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

The Sponsor is the record holder of 2,743,904 Company Class A Ordinary Shares, including 1,776,534 Company Class A Ordinary Shares underlying Private Placement Warrants.

Someit Sidhu is the sole director of JATT Ventures, Ltd., which is the sole general partner of the Sponsor, and has voting and dispositive power over the shares held by the Sponsor and directly and beneficially owns an additional 2,337,630 Company Class A Ordinary Shares.

Consists of (i) 6,492,502 Company Class A Ordinary Shares, including 1,734,760 Company Class A Ordinary Shares underlying Private Placement Warrants, which are held of record by Athanor Master Fund, LP, a Cayman Islands limited partnership (“Athanor MF”) and (ii) 2,789,131 Company Class A Ordinary Shares, including 745,240 Company Class A Ordinary Shares underlying Private Placement Warrants, which are held of record by Athanor International Master Fund, LP, a Cayman Islands limited partnership (“Athanor IMF”).

Athanor Capital Partners, LP, a Delaware limited partnership (“Master GP”), is the general partner of Athanor MF.

Athanor International Fund GP, LP, a Delaware limited partnership (“International Master GP”), is the general partner of Athanor IMF.

Athanor Capital, LP, a Delaware limited partnership (“Athanor Capital”) is the investment adviser to Athanor MF and Athanor IMF.

Athanor Capital GP, LLC, a Delaware limited liability company (“Athanor Capital GP”), is the general partner of Athanor Capital.

Parvinder Thiara is the managing member of (i) Athanor Capital GP, (ii) Athanor Capital Partners GP, LLC (“ACPGP”), the general partner of Master GP, and (iii) Athanor International Fund Ultimate GP, LLC (“AIFUGP”), the general partner of International Master GP and has voting and dispositive power over the shares held by Athanor MF and Athanor IMF.

The business address of each of Athanor MF, Athanor IMF, Master GP, International Master GP, Athanor Capital, Athanor Capital GP, ACPGP, AIFUGP and Parvinder Thiara is 888 Seventh Avenue, 21st Floor, New York, NY 10019.

Consists of Company Class A Ordinary Shares, which are held of record by Hana.

Chris Kim is the controlling shareholder of Hana.

Kim has voting and dispositive power over, and may be deemed to be the beneficial owner of, the shares held by Hana.

The business address of Hana is 6 Centerpointe Dr.

#625, La Palma, CA 90623.

Consists of Company Class A Ordinary Shares, which are held of record by Pfizer Inc.

The business address of Pfizer is 235 East 42nd Street, New York, NY 10017.

Consists of Company Class A Ordinary Shares, which are held of record by Willow Gate LLC (“Willow Gate”).

Shashibhushan Borade has voting and dispositive power over the shares held by Willow Gate.

The business address of Willow Gate is 35 Bethune St, New York, NY 10014.

Consists of Company Class A Ordinary Shares, which are held of record by Stone Peach Properties LLC (“Stone Peach”).

Shawn Tucker has voting and dispositive power over the shares held by Stone Peach.

The business address of Stone Peach is 2057 Stanton Rd, East Point, GA 30344.

Consists of Company Class A Ordinary Shares, including 1,653,466 Company Class A Ordinary Shares underlying Private Placement Warrants, which are held of record by Ewon.

The business address of Ewon is 8 Cheomdan 1-ro Jeongeup, Jeonbuk, 56212 Republic of South Korea.

Excludes options to purchase 476,756 Company Class A Ordinary Shares held by Mr.

Klassen, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes options to purchase 270,100 Company Class A Ordinary Shares held by Dr.

Cabell, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes options to purchase 206,547 Company Class A Ordinary Shares held by Ms.

Davis, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes options to purchase 158,882 Company Class A Ordinary Shares held by Ms.

Lowry, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes options to purchase 158,882 Company Class A Ordinary Shares held by Mr.

Whale, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes options to purchase 190,659 Company Class A Ordinary Shares held by Dr.

Howell, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes equity grants as of Closing consisting of (i) 499,993 Company Class A Ordinary Shares underlying restricted stock units granted to Mr.

Munshi which will vest in four equal annual installments commencing on March 18, 2024 and (ii) performance shares providing Mr.

Munshi the option to purchase 306,373 Company Class A Ordinary Shares at an exercise price per share equal to $8.16, the fair market value of a Company Class A Ordinary Share on March 20, 2023 (the date of grant), which will become exercisable if the 20-day volume weighted average trading price of the Company Class A Ordinary Shares is over $30 per share at any time prior to the fifth anniversary of the Closing.

The shares underlying the restricted stock units are excluded because they do not vest and will not be issued within 60 days of the Closing Date.

The performance shares underlying the options are excluded because it is indeterminable whether such options will become exercisable within 60 days of Closing.

Excludes options to purchase 345,867 Company Class A Ordinary Shares held by Dr.

Kulkarni, 82,360 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes options to purchase 12,754 Company Class A Ordinary Shares held by Dr.

Neil, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes options to purchase 12,754 Company Class A Ordinary Shares held by Mr.

Schoch, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes options to purchase 12,754 Company Class A Ordinary Shares held by Ms.

Jarrett, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Excludes options to purchase 12,754 Company Class A Ordinary Shares held by Dr.

Graham, 0 shares of which are exercisable and vested within 60 days of the Closing Date.

Consists of Company Class A Ordinary shares, which automatically converted from JATT Class B ordinary shares at Closing.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Transactions of JATT Prior to Closing the Business Combination

Founder Shares

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.

On March 22, 2021, our sponsor purchased 4,312,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.006 per share.

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.

Prior to the investment in the company of $25,000 by our sponsor the Company had no assets, tangible or intangible.

The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued.

The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of this offering.

The per share purchase price

of the Founder Shares was determined by dividing the amount of cash contributed to the company by the aggregate number of Founder Shares issued.

The number of Founder Shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of the Business Combination.

The Initial Shareholders have agreed, subject to limited exceptions, including transfers to permitted transferees, not to transfer, assign or sell any of their founder shares until six months after the consummation of a business combination or earlier if, subsequent to a business combination, JATT consummates a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their JATT Class A Ordinary Shares for cash, securities or other property.

Private Placement Warrants

19 unchanged sentences

Prior to the closing of the IPO offering, our sponsor agreed to loan us up to an aggregate of $200,000 to be used for a portion of the expenses of the IPO.

These loans are non-interest bearing, unsecured and are due at the closing of this offering.

These loans are non-interest bearing, unsecured and are due at the closing of the Business Combination.

The loan was repaid upon the closing of the IPO offering out of the estimated $1,250,000 of offering proceeds that has been allocated to the payment of offering expenses (other than underwriting commissions) not held in the trust account.

5 unchanged sentences

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

The warrants would be identical to the private placement warrants, including as to exercise price,

exercisability and exercise period.

The Sponsor has agreed to loan JATT an aggregate of up to $300,000 in working capital loan to cover expenses related to the Business Combination pursuant to a promissory note, dated May 11, 2022 (the “Note”).

This loan is non- interest bearing.

At September 30, 2022, $300,000 was outstanding under the Note.

Such Working Capital Loans may be repaid out of the proceeds of the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Warrants (the “Trust Account”) released to JATT or converted into Lender Warrants at a price of $1.00 per warrant, such warrants to be identical to the private placement warrants.

We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

then known, in the proxy solicitation materials or tender offer documents, as applicable, furnished to our shareholders.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation materials or tender offer documents, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such proxy solicitation materials or tender offer documents, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Insider Letter Agreement and Amendment

Upon the closing of the JATT IPO, the Sponsor, members of JATT’s board of directors and certain other individuals (collectively, the “Insiders”) who hold the Founder Shares entered into a letter agreement with JATT, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by April 17, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete our initial business combination by April 17, 2023, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Business Combination (including in open market and privately-negotiated transactions) in favor of our initial business combination.

In connection with the execution of the Business Combination Agreement, the Insiders who hold JATT Founder Shares entered into an Amendment to the Insider Letter Agreement (the “Amended Insider Letter Agreement”), which provides, among other things, that certain Founder Shares shall be subject to certain time and share-performance-based vesting provisions described below.

The Sponsor and the Insiders agreed that they shall not transfer any Founder Shares until the earlier of (A) six months after the completion of the initial business combination and (B) the date following the completion of an initial business combination on which JATT completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their JATT Class A Ordinary Shares for cash, securities or other property.

Notwithstanding the foregoing, if, subsequent to the Business Combination, the closing price of the JATT Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Business Combination, the Founder Shares shall be released from the lock-up restrictions.

The Amended Insider Letter Agreement also provides that neither the Sponsor nor the Insiders will redeem any JATT Class A Ordinary Shares owned by such persons in connection with the Business Combination.

Related Party Policy

JATT’s Code of Ethics requires it to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the JATT board (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) it or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of JATT Class A Ordinary Shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

The audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent JATT enters into such transactions.

The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to JATT than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction.

JATT also requires each of its directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, JATT has agreed not to consummate an initial business combination with an entity that is affiliated with any of the Sponsor, officers or directors unless it has obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors that the Business Combination is fair to JATT’s unaffiliated shareholders from a financial point of view.

PIPE Financing Subscription Agreement

In connection with the execution of the Business Combination Agreement, JATT entered into the Subscription Agreement with an accredited investor, pursuant to which such investor agreed to purchase, in the aggregate, 2,000,000 New JATT Class A Ordinary Shares at $10.00 per share for an aggregate commitment amount of $20 million.

The closing under the Subscription Agreement will occur substantially concurrently with the Closing.

The Subscription Agreement provides that, solely with respect to subscriptions by the PIPE Investor, New JATT is required to file with the SEC, within 30 days after the Closing (the “Filing Deadline”), a registration statement registering the resale of the New JATT Class A Ordinary Shares to be issued to any such third-party investor and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC reviews the and has written comments to such registration statement) following the earlier of (A) the filing of the registration statement and (B) Filing Deadline and (ii) the 10th business day after the date New JATT is notified (in writing) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.

However, New JATT may delay such filing or effectiveness of such registration statement under certain circumstances, including if the Company were required to update the financial statements included in such registration statement in order to comply with Regulation S-X age of financial statement requirements.

Additionally, pursuant to the Subscription Agreement, the PIPE Investor agreed to waive any claims that it may have at the Closing or in the future as a result of, or arising out of, the Subscription Agreement against JATT, including with respect to the Trust Account.

The Subscription Agreement will terminate, and be of no further force and effect, upon the earlier to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms and (ii) upon the mutual written agreement of New JATT, JATT and the applicable PIPE Investor.

Additionally, contingent upon the percentage of public shareholders who elect to redeem their shares at Closing, the PIPE Investor shall receive up to 1,654,800 Forfeited Private Placement Warrants transferred from the Sponsor.

Pursuant to the Business Combination Agreement, JATT may enter into subscription agreements with additional investors, providing for aggregate investments (including the PIPE Financing) in New JATT Class A Ordinary Shares in a private placement of an amount not less than $20,000,000 at $10 per New JATT Class A Ordinary Share.

Assuming the New JATT Class A Ordinary Shares would have a market value equivalent to that of the JATT public shares, the shares to be purchased in the PIPE Financing by the PIPE Investor would have an aggregate market value of approximately $20.9 million, based on the closing price of JATT public shares of $10.45 on the NYSE on February 16, 2023, the Record Date for the General Meeting.

On November 25, 2022, the parties agreed to amend the Subscription Agreement to extend the termination date from January 16, 2023 to April 17, 2023, and to accommodate the listing of the securities of New JATT on Nasdaq following the closing of the Business Combination.

The First Amendment to the PIPE Subscription Agreement is attached as Exhibit 10.23.

JATT Equity Grant Agreement

On December 8, 2022, Z33 Bio Inc.

entered into a License, Development and Commercialization Agreement (the “Lilly License”) with Eli Lilly and Company (“Lilly”).

Concurrently with the execution of the Lilly License, on December 8, 2022, as partial consideration for Lilly entering into the Lilly License with Z33, JATT and Lilly entered into that certain Equity Grant Agreement (the “JATT Equity Grant Agreement”), pursuant to which JATT agreed to issue and grant to Lilly 550,000 Class A ordinary shares of JATT in a private placement transaction.

The JATT Equity Grant Agreement also contains customary representations, warranties, and covenants of each of JATT and Lilly.

The closing under the JATT Equity Grant Agreement will occur contemporaneously on the closing of the transactions contemplated in the Business Combination Agreement.

Other than the benefit of the License Agreement with Z33, JATT will not receive any consideration from Lilly for issuance of the shares to Lilly.

The JATT Equity Grant agreement is attached hereto as Exhibit 10.24.

Amended and Restated Registration Rights Agreement

Pursuant to the JATT Equity Grant Agreement, Lilly agreed to enter into the Registration Rights Agreement to be entered into by and among Zura, JATT and certain securityholders of each of Zura and JATT who will receive JATT ordinary shares pursuant to the Business Combination Agreement and which will become effective upon the consummation of the Merger.

The Registration Rights Agreement will govern the registration of certain New JATT ordinary shares for resale and be effective as of the Closing, and includes certain customary demand and “piggy-back” registration rights with respect to the New JATT ordinary shares held by the parties thereto.

Lilly Lock-Up Agreement

Pursuant to the JATT Equity Grant Agreement, Lilly agreed to enter into a Lock-up Agreement with JATT (the “Lilly Lock-Up Agreement”) to take effect at Closing, containing restrictions on transfer with respect to the shares issued to Lilly under the JATT Equity Grant Agreement (subject to certain exceptions, the “Lilly Lock-Up Shares”) for a period as follows:

one-third (1/3) of the Lilly Lock-Up Shares will be restricted until 6 months after the Closing, one-third (1/3) of the Lilly Lock-Up Shares will be restricted until 12 months after the Closing, and one-third (1/3) of the Lilly Lock-Up Shares shall be restricted until 24 months after the Closing;

provided, that each portion of the Lilly Lock-Up Shares will be freely tradable on the earlier of (i) the date on which the closing price of the JATT ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period on a VWAP (as defined below) basis during the relevant lock-up period;

and (ii) the date on which JATT consummates a liquidation, merger, capital share exchange, reorganization, or other similar transaction that results in all of JATT’s shareholders having the right to exchange their JATT ordinary shares for cash, securities or other property.

For purposes of the Lilly Lock-Up Agreement, “VWAP” means, for any date, the daily volume weighted average price of the JATT ordinary shares for such date (or the nearest preceding date) on the trading market on which the JATT ordinary shares are then listed or quoted as reported by Bloomberg L.P.

(based on a trading day from 9:30 a.m.

(New York City time) to 4:00 p.m.

(New York City time)).

Certain Relationships and Related Party Transactions of Zura

Investment Agreement

Effective February 20, 2022, Zura entered into an Investment Agreement with Hana Pharmaceuticals, Ltd.

Pursuant to the Investment Agreement, Hana agreed to remit $10,000,000 in cash to Zura within forty-five (45) days of the effective date.

In exchange for the $10,000,000 investment, Zura agreed, within sixty (60) days of the effective date, to enter into certain licenses with Pfizer Inc.

(“Pfizer”) relating to Pfizer’s anti IL-7R antibody.

The parties agreed that, following the closing of the investment, Hana would own 80% of the outstanding capital of Zura, and Pfizer would own the remaining 20%.

The investment closed on March 22, 2022, pursuant to the terms of the Subscription and Shareholders’ Agreement (described below).

The Investment Agreement is attached to this proxy statement/prospectus as Exhibit 10.13.

Subscription and Shareholders’ Agreement

Effective March 22, 2022, Zura entered into a Subscription and Shareholders’ Agreement with Hana and Pfizer.

Pursuant to the Subscription and Shareholders’ Agreement, Zura agreed to issue 100,000 Series A-1 shares to Hana and 25,000 Series A-1 shares to Pfizer.

In consideration for the issue of the shares, Hana remitted $10,000,000 in cash to Zura, and Pfizer granted a license for Pfizer’s anti- IL-7R antibody (detailed below) and made the nominal cash payment for the 25,000 Series A-1 shares.

See “ Index to Financial Statements — Zura Bio Limited Notes to Financial Statements .” The Subscription and Shareholders Agreement will terminate automatically upon the completion of the Business Combination pursuant to the terms set forth therein.

License Agreements

Pfizer License

Effective March 22, 2022, Zura entered into an exclusive royalty bearing global License Agreement with Pfizer allowing Zura to make use of certain intellectual property owned by Pfizer relating to Pfizer’s anti-IL-7R antibody to use, develop, manufacture, commercialize and otherwise exploit.

Pursuant to the License Agreement, Zura agreed to pay Pfizer an up-front cash payment of $5,000,000 and issue 25,000 Series A-1 shares (which were issued pursuant to the Subscription and Shareholders’ Agreement.

In addition, the Company is obligated to make 12 development and regulatory milestone payments aggregating up to $70.0 million and sales milestone payments up to an aggregate of $525.0 million based on respective thresholds of net sales of products (developed from the licensed compound) (the “Products”).

In further consideration for the license, the Company will also pay an annual earned royalty at a marginal royalty rate in the mid-single digits to low double digits (less than 20%), with increasing rates based on thresholds of nets sales of Products in the respective calendar year.

Royalties are payable on a country by country basis for a period of ten (10) years or upon the later expiration of regulatory exclusivity of the Company’s Products in a country.

Pfizer may terminate the Pfizer License for cause upon a breach by the Company or for other commercially standard reasons.

Lonza License

In July 2022, the Company entered into a license agreement with Lonza Sales AG for a worldwide non-exclusive license for Lonza’s gene expression system in exchange for varying considerations depending on a number of factors such as whether the Company enters further into manufacturing agreements with Lonza or with a third party, and whether the Company enters into sublicense agreements with third parties (including up to middle six-figure annual payments per sublicense upon commencement of a sublicense, as well as royalties of up to low-single digit percentages of net sales of certain products over a commercially standard ten (10) year term).

The Lonza License will remain in effect until terminated.

The Company is free to terminate the Lonza License at any time upon 60 days’ notice, with or without cause.

Lonza may terminate the Lonza License for cause upon a breach by the Company or for other commercially standard reasons.

Lilly License

Effective December 8, 2022, Z33 Bio Inc., a subsidiary of Zura, entered into a license agreement with Lilly pursuant to which Lilly granted Z33 an exclusive (even as to Lilly), royalty-bearing license under and with respect to the Licensed Technology (Licensed Patents and Licensed Know How) to Develop and Manufacture the Product in the Field in the Territory and Commercialize the Product in the Field (meaning all uses including any and all human therapeutic, diagnosis, prevention, amelioration and prophylactic use) in the Territory ( all countries of the world).

The Licensed Patents include the granted patents identified above and all related counterparts thereof.

As consideration, we paid Lilly an upfront fee of $7,000,000.

In addition, Z33 agreed to pay (i) a seven figure payment on the date on which the aggregate gross proceeds received by Z33 pursuant to one or a series of major financing events (whether such events are related or unrelated), first exceeds a certain number, or if no major financing event occurs within 3 years of the Effective Date and Lilly exercises its termination right, Z33 has the right to make such payment in order to eliminate Lilly’s termination right, (ii) 11 commercial, development and regulatory milestone payments aggregating up to $158 million, (iii) sales milestone payments up to an aggregate of $440 million, and (iv) an annual earned royalty at a marginal royalty rate in the mid-single digits to low-double digits (less than 20%), with increasing rates depending on Net Sales (as defined in the license) in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of years.

If we fail to comply with any of our obligations under the Lilly License, Lilly may have the right to terminate the license agreement.

The Lilly License Agreement is attached to this proxy statement/prospectus as Exhibit 10.22.

Voting Rights Side Letter

Effective March 22, 2022, Zura entered into a voting rights side letter (“Side Letter”) pursuant to which Pfizer agreed to waive any voting rights attached to its shares to the extent that such voting rights would exceed 18% of the issued and outstanding voting eligible shares of Zura.

The waiver will remain in effect as long as Pfizer, or any of its permitted transferees or affiliates of Pfizer, holds shares in Zura.

The Side Letter will terminate automatically upon the completion of the Business Combination pursuant to the terms set forth therein.

Hydra Promissory Note

On December 8, 2022, Zura and Hydra LLC, a Cayman Islands limited liability company managed and controlled by Verender S.

Badial and Someit Sidhu, entered into a promissory note pursuant to which Hydra loaned to Zura a principal amount of $8 million (including an original issue discount of $400,000).

The Hydra Promissory Note has an interest rate equal to 9.0% per annum, compounding daily, and is payable by Zura on the earlier of (i) December 8,2023 and (ii) five business days after the consummation of the Business Combination.

If (i) this Registration Statement has not been declared effective on or before February 15, 2023 or (ii) this Registration Statement has been declared effective by the SEC by February 15, 2023 but Zura has not consummated the Business Combination by March 31, 2023 (unless the outside date of the Business Combination closing is mutually extended beyond March 31, 2023 by Zura and JATT), Hydra shall have the right to accelerate the Hydra Promissory Note and receive an amount equal to 120% of the principal amount of the Hydra Promissory Note, plus any accrued interest thereon.

Hydra also has the right to accelerate the Hydra Promissory Note upon the occurrence of certain events of default.

Put-Call Letter Agreement

On December 8, 2022, Zura and Stone Peach Properties LLC signed a Letter Agreement (the “Investor Letter Agreement”) pursuant to which the parties agreed that (a) Zura would have a right for two years to purchase up to 50% of the investor’s 4,900,222 shares of Series Seed Preferred Stock in Z33 Bio Inc., at $2.448869 per share (subject to applicable adjustment), and with the option of Zura (if Zura’s shares were publicly traded) to purchase such shares by issuing Zura’s shares (valued at 90% of the fair market value thereof) in exchange therefor, and (b) the investor would have the right for the one year period beginning on the one year anniversary to cause Zura to purchase up to 50% of the investor’s shares of Series Seed Preferred Stock in Z33 at $2.040724 per share (subject to applicable adjustment).

The Investor Letter Agreement is attached hereto as Exhibit 10.27.

Policy for Approval of Related Party Transactions

13 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from March 10, 2021 (inception) through December 31, 2021 totaled $129,265.

The above amounts include interim procedures, audit fees and consents issued for registration statements and comfort letters.

The following is a summary of fees paid to Marcum LLP, for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees billed by Marcum LLP for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2022 and for the period from March 10 (inception) through December 31, 2021 totaled $241,020 and $129,265, respectively.

Audit-Related Fees .

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from March 10, 2021 (inception) through December 31, 2021.

We did not pay Marcum for tax planning and tax advice for the period from March 10, 2021 (inception) through December 31, 2021.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

We did not pay Marcum LLP any audit-related fees during the years ended December 31, 2022 and for the period from March 10 (inception) through December 31, 2021.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We incurred no fees from Marcum LLP pertaining to tax during the years ended December 31, 2022 and for the period from March 10 (inception) through December 31, 2021, respectively.

All Other Fees .

We did not pay Marcum for other services for the period from March 10, 2021 (inception) through December 31, 2021.

All other fees consist of fees billed for all other services.

We did not pay Marcum LLP any other fees during the years ended December 31, 2022 and for the period from March 10 (inception) through December 31, 2021.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our IPO.

Our audit committee was formed upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

6 unchanged sentences

Exhibit Index

Underwriting Agreement, dated July 13, 2021, by and between the Company and Raymond James & Associates, Inc., as representative of the underwriters (2)

Memorandum and Articles of Association (1)

13 unchanged sentences

Amended Forward Purchase Agreement dated January 27, 2022 by and between Athanor Master Fund, LP, Athanor International Master Fund LP and the Registrant (3)

Form of Code of Ethics (1)

Sponsor Forfeiture Agreement, dated as of June 16, 2022, by and among JATT Ventures, L.P., JATT Acquisition Corp and Zura Bio Limited (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form 8-K filed by the Issuer with the SEC on June 17, 2022).

Lock-Up Agreement, dated as of March 20, 2023, by and between JATT Acquisition Corp and Eli Lilly and Company (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed by the Issuer with the SEC on March 24, 2023).

Amendment to the Insider Letter Agreement, dated as of June 16, 2022, by and among JATT Acquisition Corp and the other parties signatories thereto (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by the Issuer with the SEC on June 17, 2022).

Amended and Restated Registration Rights Agreement dated March 20, 2023, by and among Zura Bio Limited and the other parties signatories thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on March 24, 2023).

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13 unchanged sentences

(2) Incorporated herein by reference to the exhibits to the Company’s Current Report on Form 8-K, filed with the SEC on July 19, 2021.

(3) Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K filed with the SEC on April 11, 2022.

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JATT ACQUISITION CORP

April 11, 2022

/s/ Someit Sidhu

ZURA BIO LIMITED (FORMERLY JATT ACQUISITION CORP)

March 28, 2023

/s/ Someit Sidhu, MD

Someit Sidhu, MD

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Someit Sidhu

Chief Executive Officer, Director and Chairman

April 11, 2022

/s/ Someit Sidhu, MD

Chief Executive Officer and Director

March 28, 2023

Someit Sidhu, MD

2 unchanged sentences

/s/ Verender S.

April 11, 2022

March 28, 2023

(Principal Financial and Accounting Officer)

Chief Operating Officer and Director

/s/ Tauhid Ali

April 11, 2022

Tauhid Ali, PhD

/s/ Arnout Ploos van Amstel

April 11, 2022

Arnout Ploos van Amstel

/s/ Javier Cote-Sierra

April 11, 2022

Javier Cote-Sierra, PhD

/s/ Graeme Sloan

April 11, 2022

JATT ACQUISITION CORP

/s/ Amit Munshi

Director and Chairman of the Board

March 28, 2023

/s/ Sandeep Kulkarni

March 28, 2023

Sandeep Kulkarni

/s/ Garry Neil

March 28, 2023

/s/ Steve Schoch

March 28, 2023

/s/ Jennifer Jarrett

March 28, 2023

Jennifer Jarrett

/s/ Neil Graham

March 28, 2023

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 )

Balance Sheet as of December 31, 2021

Statement of Operations for the period from March 10, 2021 (inception) through December 31, 2021

Statement of Changes in Shareholders’ Deficit for the period from March 10, 2021 (inception) through December 31, 2021

Statement of Cash Flows for the period from March 10, 2021 (inception) through December 31, 2021

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through December 31, 2021

Consolidated Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through December 31, 2021

Consolidated Statements of Cash Flows for the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through December 31, 2021

Notes to Financial Statements

1 unchanged sentence

To the Shareholders and Board of Directors of

JATT Acquisition Corp

ZURA BIO LTD (f/k/a JATT Acquisition Corp)

Opinion on the Financial Statements

We have audited the accompanying balance sheet of JATT Acquisition Corp (the “Company”) as of December 31, 2021, the related statements of operations, shareholders’ deficit and cash flows for the period from March 10, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from March 10, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the Company's business plan is dependent on the completion of a business combination and the Company has a mandatory liquidation date of January 16, 2023 with subsequent dissolution, and there is no guarantee that the Company will complete a business combination by then.

The Company's cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1 to the financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have audited the accompanying balance sheets of ZURA BIO LTD (f/k/a JATT Acquisition Corp) (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, shareholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2021.

April 11, 2022

JATT ACQUISITION CORP

BALANCE SHEET

March 28, 2023

(Formerly JATT Acquisition Corp)

CONSOLIDATED BALANCES SHEET

December 31, 2022

December 31, 2021

Current assets:

5 unchanged sentences

Accounts payable

Accounts payable - related party

Accrued expenses

Due to related party

Note Payable - related party

Total current liabilities

2 unchanged sentences

Total Liabilities

Commitments and Contingencies (Note 5)

Commitments and Contingencies

Class A ordinary shares subject to possible redemption;

13,800,000 shares subject to possible redemption at $ 10.10 per share

13,800,000 shares subject to possible redemption at $ 10.16 and $ 10.10 per share as of December 31, 2022 and December 31, 2021, respectively

Shareholders’ Deficit:

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding

none issued or outstanding at December 31, 2022 and December 31, 2021

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

no non-redeemable shares issued or outstanding

no non-redeemable shares issued or outstanding at December 31, 2022 and December 31, 2021

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

3,450,000 shares issued and outstanding

3,450,000 shares issued and outstanding at December 31, 2022 and December 31, 2022

Accumulated deficit

( 7,626,591 )

( 9,181,366 )

Total shareholders’ deficit

( 7,626,246 )

( 9,181,021 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

The accompanying notes are an integral part of these financial statements.

JATT ACQUISITION CORP

STATEMENTS OF OPERATIONS

For The Period from March 10, 2021 (Inception) through December 31, 2021

The accompanying notes are an integral part of these consolidated financial statements.

(Formerly JATT Acquisition Corp)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Period from

March 10, 2021

For the Year Ended

General and administrative expenses

1 unchanged sentence

Loss from operations

Other income (expenses):

Loss upon issuance of private placement warrants

( 2,675,141 )

Other income / (loss)

Loss upon issuance of private placements warrants

( 1,773,000 )

Income from investments held in Trust Account

Change in fair value of derivative warrant liabilities

Interest earned

Offering costs associated with derivative warrant liabilities

Total other income (expenses)

Interest income on operating account

Offering costs associated with derivative warrant liabilites

Total other income

Weighted average number of shares of Class A ordinary shares - basic and diluted

1 unchanged sentence

Diluted net income per share, Class A ordinary shares

Weighted average number of shares of Class B ordinary shares - basic

Weighted average number of shares of Class B ordinary shares - diluted

Weighted average number of shares of Class B ordinary shares - basic and diluted (1)

Weighted average number of shares of Class B ordinary shares - basic and diluted

Basic net income per share, Class B ordinary shares

Diluted net income per share, Class B ordinary shares

The accompanying notes are an integral part of these financial statements.

JATT ACQUISITION CORP

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

The accompanying notes are an integral part of these consolidated financial statements.

(Formerly JATT Acquisition Corp)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For The Year Ended December 31, 2022

Ordinary Shares

Shareholders’

Balance — December 31, 2021

( 9,181,366 )

( 9,181,021 )

Increase in redemption value of Class A ordinary shares subject to possible redemption

( 1,994,352 )

Balance — December 31, 2022

( 7,626,591 )

( 7,626,246 )

For The Period from March 10, 2021 (Inception) Through December 31, 2021

3 unchanged sentences

Issuance of Class B ordinary shares to Sponsor

Deemed capital contribution by from Sponsor

Fair value adjustment to Class A ordinary shares subject to redemption

Deemed capital contribution by Sponsor (restated)

Fair value adjustment to Class A ordinary share redemption amount (restated)

( 4,762,706 )

4 unchanged sentences

( 9,181,021 )

The accompanying notes are an integral part of these financial statements.

JATT ACQUISITION CORP

STATEMENT OF CASH FLOWS

For the period from March 10, 2021 (Inception) through December 31, 2021

The accompanying notes are an integral part of these consolidated financial statements.

(Formerly JATT Acquisition Corp)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Period From

March 10, 2021

For the Year Ended

Cash Flows from Operating Activities:

2 unchanged sentences

( 4,148,400 )

Income on investments held in the Trust Account

( 10,238,100 )

Income from investments held in the Trust Account

( 2,075,298 )

Offering costs associated with warrants

3 unchanged sentences

Prepaid expenses

Due to related party

Due form related party

Accounts payable

Accounts payable - related party

Accrued expenses

1 unchanged sentence

( 1,071,033 )

( 1,098,146 )

Cash Flows from Investing Activities

4 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from issuance of Class B ordinary shares to Sponsor

Repayment of loan to related party

Proceeds received from initial public offering, gross

Cash deposited in Trust Account

Proceeds received from note payable

Proceeds from issuance of Clas B ordinary share to Sponsor

Proceeds received from private placement

7 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Offering costs included in accounts payable

Offering costs included in accrued expenses

2 unchanged sentences

Fair value adjustment to Class A ordinary shares subject to redemption

The accompanying notes are an integral part of these financial statements .

JATT ACQUISITION CORP

Increase in redemption value of Class A common stock subject to possible redemption

The accompanying notes are an integral part of these consolidated financial statements .

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

JATT Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 10, 2021.

Zura Bio Ltd., formerly known as JATT Acquisition Corp (the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on March 10, 2021.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).

16 unchanged sentences

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

JATT ACQUISITION CORP

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

14 unchanged sentences

The Company’s Sponsor, officers and directors have agreed not to propose an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or January 16, 2023 (the “Combination Period”), the Company will (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 the 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 on the funds held in the Trust Account (less taxes payable and 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 Shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s

JATT ACQUISITION CORP

If the Company is unable to complete a Business Combination by April 17, 2023 (the “Combination Period”), the Company will (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 the 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 on the funds held in the Trust Account (less taxes payable and 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 Shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In connection with the redemption of 100 % of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $ 100,000 of interest to pay dissolution expenses).

7 unchanged sentences

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of December 31, 2021, the Company had approximately $ 729,000 in its operating bank account and working capital of approximately $ 880,000 .

Trust Account Redemptions and Extension of Combination Period

On January 12, 2023, the Company held an extraordinary general shareholders meeting to vote upon a charter amendment to extend the time to complete a Business Combination until April 17, 2023 (the “Extension Amendment”).

The shareholders approved the Extension Amendment.

As a result of the approval of the Extension Amendment, the Sponsor (or one or more of its affiliates, members or third-party designees) has made a deposit into the Trust Account in the amount of $ 101,339 , which was the lesser of (a) $ 200,000 or (b) $ 0.06 for each Public Share that was not redeemed in connection with the extraordinary general meeting, in exchange for an unsecured promissory note issued by the Company to the Sponsor.

Also in connection with the Extension Amendment, holders of Public Shares elected to redeem 12,111,022 Class A ordinary shares, at a redemption price of $ 10.257 per share, for an aggregate redemption amount of approximately $ 124.2 million.

Following such redemptions, approximately $ 17.4 million remains in the Trust Account, including the extension payment made by the Sponsor into the Trust Account of $ 101,339 , and 1,688,978 Public Shares remain outstanding.

Business Combination

On March 20, 2023 (the “Closing Date”), Zura Bio Limited, a limited company incorporated under the laws of England and Wales (“Zura”), JATT Acquisition Corp, a Cayman Islands exempted company (“JATT”), JATT Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of JATT (“Merger Sub”), JATT Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of JATT (“Merger Sub 2”) and Zura Bio Holdings Ltd, a Cayman Islands exempted company (“Holdco”), consummated the closing of the transactions contemplated by the Business Combination Agreement, dated June 16, 2022, as amended on September 20, 2022, November 14, 2022 and January 13, 2023, by and among Zura, JATT, Merger Sub, Merger Sub 2, and Holdco

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

(the “Business Combination Agreement”), following the approval at an extraordinary general meeting of JATT’s shareholders held on March 16, 2023 (the “Extraordinary General Meeting” and the consummation of such transactions, the “Closing”).

Pursuant to the Business Combination Agreement, (i) Merger Sub merged with and into Holdco, with Holdco continuing as the surviving company and a wholly owned subsidiary of JATT (the “Merger”);

(ii) immediately following the Merger, Holdco merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company and a wholly owned subsidiary of JATT (the “Subsequent Merger” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”);

and (iii) JATT changed its name to “Zura Bio Limited” (the “Company” or “Zura Bio Limited”).

In connection with JATT’s shareholder proposal to amend its amended and restated memorandum and articles of association to extend the date by which JATT was required to consummate a business combination, which was approved at an extraordinary general meeting held on January 12, 2023, the holders of 12,111,022 of JATT’s ordinary shares, par value $ 0.0001 per share (the “JATT Class A Ordinary Shares”), exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.26 per share for an aggregate redemption amount of approximately $ 124,226,450.64 .

In connection with the Extraordinary General Meeting and the Business Combination, the holders of an additional 1,506,480 Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.26 per share for an aggregate redemption amount of approximately $ 15,456,484.80 .

Prior to the Business Combination, holders of an aggregate of 13,617,502 Ordinary Shares exercised their right to redeem their shares for cash for an aggregate redemption amount of approximately $ 139,682,935.44 .

Conversion and Exchange of Equity in the Business Combination

Pursuant to the Business Combination Agreement, all outstanding Holdco shares as of immediately prior to the Business Combination were cancelled in exchange for the right to receive a number of newly issued ordinary shares of JATT, par value $ 0.0001 per share (“Company Class A Ordinary Shares”), equal to the Exchange Ratio (as defined in the Business Combination Agreement) and all outstanding options to purchase shares of capital in Zura were exchanged for a number of options exercisable for newly issued Company Class A Ordinary Shares based upon the Exchange Ratio.

The total consideration received by securityholders of Holdco at the Closing consisted of newly issued Company Class A Ordinary Shares (or options to purchase such shares) with an aggregate value equal to $ 165 million (the “Merger Consideration”).

Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, in connection with the Merger and the Subsequent Merger, at the Closing, (i) each JATT unit was (to the extent not already separated) automatically separated and the holder thereof was deemed to hold one JATT Class A Ordinary Share and one-half of a JATT warrant;

(ii) in consideration for the Merger, JATT issued to holders of Holdco’s issued and outstanding shares immediately prior to the Effective Time (as defined in the Business Combination Agreement) an aggregate of 14,558,067 JATT Class A Ordinary Shares (including 499,993 JATT Class A Ordinary Shares underlying restricted stock units granted to Amit Munshi, the Company’s Non-Executive Chairman) plus 1,941,933 options to acquire JATT Class A Ordinary Shares for which outstanding options to acquire Holdco ordinary shares were exchanged on Closing;

and (iii) pursuant to the terms and conditions of JATT’s existing amended and restated memorandum and articles of association, all then-outstanding Class B ordinary shares, par value $ 0.0001 per share, were automatically converted into JATT Class A Ordinary Shares on a one-for-one basis.

PIPE Subscription Agreements

On the Closing Date, Ewon Comfortech Co., Ltd.

(“Ewon”), an institutional accredited investor which is an indirect investor in Zura through its equity interest in Hana Immunotherapeutics LLC (“Hana”), purchased from JATT 2,000,000 JATT Class A Ordinary Shares and Eugene Investment & Securities Co., Ltd (“Eugene”), an unaffiliated institutional credited investor, purchased from JATT 9,950 JATT Class A Ordinary Shares (Ewon, together with Eugene, the “PIPE Investors”), for an aggregate of 2,009,950 JATT Class A Ordinary Shares (the “PIPE Shares”) at a price of $ 10.00 per share, for an aggregate purchase price of $ 20,099,500 (the “PIPE Financing”), pursuant to the subscription agreement entered into by JATT and the Ewon as of June 16, 2022, as amended on November 25, 2022 (the “Ewon PIPE Subscription Agreement”) and the subscription agreement entered into by JATT and Eugene as of March 13, 2023 (the “Eugene PIPE Subscription Agreement” and, together with the Ewon PIPE Subscription Agreement, the “PIPE Subscription

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

Agreements”).

Pursuant to the PIPE Subscription Agreements, JATT granted certain registration rights to the PIPE Investors with respect to the PIPE Shares.

The sale of the PIPE Shares was consummated concurrently with the closing of the Business Combination.

Forward Purchase Agreement

At the Closing of the Business Combination, Athanor Master Fund, LP and Athanor International Master Fund, LP (collectively, the “FPA Investors”), each of which is an unaffiliated institutional investor, purchased (i) an aggregate of 3,000,000 JATT Class A Ordinary Shares at $ 10 per share for $ 30,000,000 ;

(ii) an aggregate of 1,301,633 JATT Class A Ordinary Shares at $ 10 per share for $ 13,016,330 (the “Redemption Backstop”) as public share redemptions were greater than 90% at the time of the Business Combination (the “Excess Redemptions”);

and (iii) an additional 2,500,000 JATT Class A Ordinary Shares in consideration for the FPA Investors entering into the latest amendment, but for no additional monetary consideration, pursuant to the forward purchase agreements JATT and the FPA Investors entered into on August 5, 2021, as amended and restated on January 27, 2022 and as amended on March 8, 2023 (the “Forward Purchase Agreement”).

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, JATT, Zura, JATT Ventures, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”) and certain directors and officers of JATT entered into a support agreement dated June 16, 2022 (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor and directors and officers of JATT agreed to (i) vote all of the JATT Class A Ordinary Shares beneficially owned by them, including any additional shares to which they acquire ownership of or the power to vote, in favor of the SPAC Shareholder Voting Matters (as defined in the Business Combination Agreement), (ii) not to redeem any of their JATT Class A Ordinary Shares in conjunction with shareholder approval of the Business Combination and (iii) be bound by certain transfer restrictions with respect to their JATT Class A Ordinary Shares.

Company Shareholder Support Agreement

Concurrently with the execution of the Business Combination Agreement, JATT, Zura and the shareholders of Zura entered into a support agreement dated June 16, 2022 (the “Company Shareholder Support Agreement”), pursuant to which the Zura shareholders agreed to vote all Zura ordinary shares beneficially owned by them, including any additional shares of Zura they acquire ownership of or the power to vote, in favor of the Business Combination and related transactions.

Sponsor Forfeiture Agreement

Contemporaneously with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor forfeiture agreement (the “Sponsor Forfeiture Agreement”) with JATT and Zura, pursuant to which at the Closing, the Sponsor forfeited 4,133,466 of its private placement warrants to purchase JATT Class A Ordinary Shares, exercisable at $ 11.50 per share (the “Forfeited Private Placement Warrants”), acquired by the Sponsor in July 2021 upon JATT’s initial public offering, which were transferred to the FPA Investors and Ewon on a pro rata basis in accordance with the FPA Investors’ and Ewon’s total invested capital.

The FPA Investors received an aggregate of 2,480,000 Forfeited Private Placement Warrants and Ewon received 1,653,466 Forfeited Private Placement Warrants.

Lock-Up Agreement

Contemporaneously with the execution of the Business Combination Agreement, JATT, the Sponsor, certain affiliates of the Sponsor and the Zura shareholders and optionholders, entered into a lock-up agreement (the “Lock-Up Agreement”), which took effect at Closing, containing restrictions on transfer with respect to Company Class A Ordinary Shares held by each such holder (subject to certain exceptions, the “Lock-Up Shares”) for a period as follows:

one -third (1/3) of the Lock-Up Shares will be restricted until 6 months after the Closing, one -third (1/3) of the Lock-Up Shares will be restricted until 12 months after the Closing, and one -third (1/3) of the Lock-Up Shares shall be restricted until 24 months after the Closing;

provided, that each portion of the Lock-Up Shares will be freely tradable on the earlier of (i) the date on which the closing price of the JATT ordinary shares equals or exceeds $ 12.00 per share (as

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period on a VWAP (as defined below) basis during the relevant lock-up period;

For purposes of the Lock-Up Agreement, “VWAP” means, for any date, the daily volume weighted average price of the JATT ordinary shares for such date (or the nearest preceding date) on the trading market on which the JATT ordinary shares are then listed or quoted as reported by Bloomberg L.P.

(based on a trading day from 9:30 a.m.

(New York City time) to 4:00 p.m.

(New York City time)).

Amendment to the Insider Letter Agreement

In connection with the execution of the Business Combination Agreement, JATT, the Sponsor, members of JATT’s board of directors and certain other individuals (collectively, the “Insiders”) entered into an Amendment to the Insider Letter Agreement (the “Amended Insider Letter Agreement”), which provides, among other things, that certain of JATT’s Class B ordinary shares (the “Founder Shares”) (and any JATT Class A Ordinary Shares issuable upon conversion thereof) shall be subject to certain time and share-performance-based vesting provisions which are described below.

Notwithstanding the foregoing, if, subsequent to the Business Combination, the closing price of the JATT Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Business Combination, the Founder Shares shall be released from the lock-up restrictions.

Lilly Lock-Up Agreement

Pursuant to the Equity Grant Agreement (the “JATT Equity Grant Agreement”) entered into on December 8, 2023, by and between JATT and Eli Lilly and Company (“Lilly”), JATT and Lilly entered into a Lock-Up Agreement (the “Lilly Lock-Up Agreement”), on the Closing Date.

The Lilly Lock-Up Agreement contains restrictions on transfer with respect to the shares issued to Lilly under the JATT Equity Grant Agreement (subject to certain exceptions, the “Lilly Lock-Up Shares”) for a period as follows:

one -third (1/3) of the Lilly Lock-Up Shares will be restricted until 6 months after the Closing, one -third (1/3) of the Lilly Lock-Up Shares will be restricted until 12 months after the Closing, and one -third (1/3) of the Lilly Lock-Up Shares shall be restricted until 24 months after the Closing;

provided, that each portion of the Lilly Lock-Up Shares will be freely tradable on the earlier of (i) the date on which the closing price of the JATT ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period on a VWAP (as defined below) basis during the relevant lock-up period;

(based on a trading day from 9:30 a.m.

(New York City time) to 4:00 p.m.

(New York City time)).

Amended and Restated Registration and Shareholders Rights Agreement

In connection with the Closing, Zura, JATT and certain securityholders of each of Zura and JATT who received JATT Class A Ordinary Shares pursuant to the Business Combination Agreement, entered into an amended and restated registration and shareholders rights agreement (the “Registration Rights Agreement”), which became effective upon the consummation of the Business Combination.

The Registration Rights Agreement governs the registration of certain of the Company Class A Ordinary Shares for resale and includes certain customary demand and “piggy-back” registration rights with respect to the Company Class A Ordinary Shares held by the parties thereto.

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

Hydra Promissory Note

On December 8, 2022, Zura and Hydra LLC, a Cayman Islands limited liability company managed and controlled by Verender S.

Badial and Someit Sidhu (“Hydra”), entered into a promissory note (the “Hydra Promissory Note”) pursuant to which (i) Hydra loaned to Zura a principal amount (the “Principal Amount”) of $ 8 million (including an original issue discount of $ 400,000 ) with an interest rate equal to 9.0 % per annum, compounding daily.

Under the Hydra Promissory Note, Hydra had the right to accelerate the Hydra Promissory Note and receive an amount equal to 120 % of the Principal Amount because the registration statement on Form S-4 relating to the Business Combination was not declared effective by the SEC on or before February 15, 2023.

On March 8, 2023, Zura and Hydra signed a limited waiver letter under the Hydra Promissory Note (the “Waiver Letter”), pursuant to which Hydra agreed to waive its acceleration right in consideration of Zura paying to Hydra 125 % of the Principal Amount (equal to $ 10,000,000 in the aggregate) on the earlier of December 8, 2023 and five business days after the consummation of the Business Combination.

On March 21, 2023, Zura repaid the Hydra Promissory Note in full and the Hydra Promissory Note was terminated.

As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities (including derivative securities):

● 27,552,148 Company Class A Ordinary Shares (including 499,993 Company Class A Ordinary Shares underlying restricted stock units (the “RSUs”));

● 6,900,000 public warrants, each exercisable for one Company Class A Ordinary Share at a price of $ 11.50 per share (the “Public Warrants”);

● 5,910,000 private placement warrants, each exercisable for one Company Class A Ordinary Share at a price of $ 11.50 per share (the “Private Placement Warrants”);

● 1,941,933 options, each exercisable for one Company Class A Ordinary Share (the “Options”).

Liquidity and Capital Resources

The Company’s liquidity needs through December 31, 2021, were satisfied through the cash contribution of $ 25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and a loan from its Sponsor of approximately $ 117,000 under the Note (as defined in Note 4).

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In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4).

As of December 31, 2021, there were no Working Capital Loans outstanding.

Based on the Company’s mandatory liquidation date and the Company’s expected future cash flow needs, management has determined that the existing amount of working capital raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Company is required to liquidate.

The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 16, 2023.

The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

As of December 31, 2022 and 2021, there was approximately $ 356,000 and $ 0 outstanding under Working Capital Loans, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S.

The accompanying consolidated financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“U.S.

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Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub and Merger Sub 2.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents at December 31, 2021.

There were no cash equivalents at December 31, 2022 and 2021.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and any investments held in Trust Account.

At December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

At December 31, 2022 and 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Investments Held in Trust Account

2 unchanged sentences

government securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

When the Company’s investments

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying statements of operations.

Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying consolidated statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” (“ASC 820”), equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” (“ASC 820”), equal or approximate the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature, or because the instrument is recognized at fair value.

Fair Value Measurements

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● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

2 unchanged sentences

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and 815, “Derivatives and Hedging” (“ASC 815”).

The Company evaluates all of its financial instruments, including funded loans and issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

1 unchanged sentence

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations.

The fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation and a Black Scholes option pricing model, respectively.

The fair value of the Private Placement Warrants continues to be measured using a Black-Scholes option pricing model.

The fair value of the Public Warrants are subsequently measured at their listed trading price since they began to be separately listed and traded beginning in September 2021.

The fair value of the Public Warrants are subsequently measured at their listed

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

trading price since they began to be separately listed and traded beginning in September 2021.

Derivative warrant liabilities are classified as non-current liabilities as their liquidation will not be reasonably expected to require the use of current assets or require the creation of current liabilities.

2 unchanged sentences

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations.

Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the consolidated statements of operations.

Offering costs associated with the Public Shares were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 12,810,000 ordinary shares because their exercise is contingent upon future events.

The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 450,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 4).

Since the contingency was satisfied as of December 31, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares.

The fair value adjustment associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares.

For The Period From March 10, 2021

(Inception) through December 31, 2021

Basic and diluted net income per ordinary share:

Allocation of net income (loss) - basic

Allocation of net income (loss) - diluted

Basic and diluted weighted average ordinary shares outstanding

Diluted weighted average ordinary shares outstanding

Basic net income per ordinary share

Diluted net income per ordinary share

Class A Ordinary Shares Subject to Possible Redemption

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The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

As of December 31, 2021, 13,800,000 shares of Class A ordinary shares are subject to possible redemption and are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

As of December 31, 2022 and 2021, 13,800,000 shares of Class A ordinary shares are subject to possible redemption and are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

1 unchanged sentence

In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

reflected in the Company’s financial statement.

Consequently, income taxes are not reflected in the Company’s consolidated financial statements.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

Net Income (Loss) Per Ordinary Share

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

Since the contingency was satisfied as of January 1, 2022, the Company included these shares in the weighted average number as of the beginning of the year ended December 31, 2022 to determine the dilutive impact of these shares.

The fair value adjustment associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The following tables presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares.

For The Year Ended December 31, 2022

Basic and diluted net income per ordinary share:

Allocation of net income - basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

For The Period From March 10, 2021

(Inception) through December 31, 2021

Basic and diluted net income per ordinary share:

Allocation of net income (loss) - basic

Allocation of net income (loss) - diluted

Basic and diluted weighted average ordinary shares outstanding

Diluted weighted average ordinary shares outstanding

Basic net income per ordinary share

Diluted net income per ordinary share

Recent Accounting Pronouncements

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2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

Accounting for Convertible Instruments and Contracts

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

1 unchanged sentence

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

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The Anchor Investors paid approximately $ 2.5 million in total for the Sponsor membership interests, resulting in each Anchor Investor effectively paying $ 1.00 per Private Placement Warrant and approximately $ 0.008 per Founder Share.

The Company determined that the aggregate fair value of the Sponsor membership interests sold to the Anchor

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Investors was approximately $ 7.2 million.

The Company determined that the aggregate fair value of the Sponsor membership interests sold to the Anchor Investors was approximately $ 7.2 million.

To estimate the fair value of Sponsor membership interests, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 inputs under ASC 820.

The excess of the fair value of the Sponsor membership interests issued to the Anchor Investors over the aggregate consideration paid for such interests was considered to be an offering cost of the Company’s Initial Public Offering, in accordance with Staff Accounting Bulletin Topic 5A, and a deemed divided to the Company from the Sponsor for the same amount.

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

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The Company repaid the Note in full on July 21, 2021.

As of December 31, 2021, there was no balance outstanding.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business

JATT ACQUISITION CORP

As of December 31, 2022 and 2021, there was no balance outstanding.

If the Company completes a Business Combination, the Company would repay the loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the loans but no proceeds held in the Trust Account would be used to repay the loans.

The loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.00 per warrant.

The warrants will be identical to the Private Placement Warrants.

On May 11, 2022, an affiliate of the Sponsor agreed to loan the Company up to $ 300,000 to cover ongoing expenses of the Company pursuant to a promissory note (the “Working Capital Loan”).

The Working Capital Loan does not bear interest and will mature upon closing of an initial Business Combination.

In the event that a Business Combination does not close prior to April 17, 2023, the Working Capital Loan shall be deemed to be terminated and no amounts will thereafter be due under the Working Capital Loan.

The principal balance may not be prepaid without the consent of the lender.

The Working Capital Loan is convertible, at the lender’s discretion, into warrants of the Company at a price of $ 1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

The Working Capital Loan contains customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the sponsor.

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

Combination entity at a price of $ 1.00 per warrant.

On November 2, 2022, an affiliate of the Sponsor agreed to loan the Company up to $ 500,000 to cover ongoing expenses of the Company pursuant to a promissory note.

The promissory note does not bear interest and will mature upon closing of an initial Business Combination.

In the event that a Business Combination does not close prior to April 17, 2023, the promissory note shall be deemed to be terminated and no amounts will thereafter be due under the promissory note.

The principal balance may not be prepaid without the consent of the lender.

The promissory note is convertible, at the lender’s discretion, into warrants of the Company at a price of $ 1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

The promissory note contains customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the sponsor.

To-date, no amounts have been borrowed by the Company under the promissory note.

As of December 31, 2022 and 2021, there was approximately $ 356,000 and $ 0 outstanding under Working Capital Loans, respectively.

The conversion option is an embedded derivative under ASC 815 that is required to be separately measured at fair value with subsequent changes in fair value recognized in Company’s consolidated statements of operations each reporting period until the Working Capital Loan is repaid, converted or terminated.

The embedded conversion option was determined to have de minimis value as of each funding date and at December 31, 2022.

The Company valued the embedded conversion option using a Black-Scholes option model assuming the warrants as the underlying.

The traded price of the Public Warrants as of each funding date and on December 31, 2022 was used as a proxy for the underlying warrant price.

The time to maturity was estimated based on management’s estimated time to close a Business Combination.

The volatility was derived from the traded prices of the Public Warrants.

Support Agreement and Services

1 unchanged sentence

Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the period from March 10, 2021 (inception) through December 31, 2021, the Company incurred such fees of $ 55,000 , included as general and administrative fees – related party on the statement of operations.

Approximately $ 18,000 has been included for such services and is included as due from related party on the accompanying balance sheet.

For the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through December 31, 2021, the Company incurred such fees of $ 120,000 and $ 55,000 , respectively, included as general and administrative fees – related party on the consolidated statements of operations.

As of December 31, 2022 and 2021, approximately $ 78,000 and $ 18,000 , respectively, has been included for such services and is included as due from related party on the accompanying consolidated balance sheets.

An affiliate of the Company’s Sponsor and CFO provides office space and consulting services to the Company.

For the period from March 10, 2021 (inception) through December 31, 2021, the Company incurred fees of $ 113,000 , included as general and administrative fees – related party on the statement of operations.

There is no balance owed for these services as of December 31, 2021.

For the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through December 31, 2021, the Company incurred fees of $ 60,000 and $ 113,000 ,respectively, included as general and administrative fees – related party on the consolidated statements of operations.

As of December 31, 2022 and 2021, there is no balance owed for these services.

For the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through December 31, 2021, the Company incurred merger consulting fees of $ 201,000 and $ 0 , respectively, included as general and administrative fees - related party on the consolidated statements of operations.

Forward Purchase Agreements

3 unchanged sentences

The Class A ordinary shares will have the same terms as the Company’s publicly traded Class A ordinary shares but will be restricted securities and not be freely tradable until registered with the SEC.

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

In January 2022, the Forward Purchase Agreements were amended (“Amended Forward Purchase Agreements”) to:

5 unchanged sentences

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement.

The holders of these securities are entitled to make up to three demands,

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

excluding short form demands, that the Company register such securities.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

9 unchanged sentences

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

financial statements.

The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements.

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

2 unchanged sentences

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

As of December 31, 2021, there were 13,800,000 shares of Class A ordinary shares issued and outstanding , all of which were subject to possible redemption and are classified outside of permanent equity in the balance sheet.

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:

As of December 31, 2022 and 2021, there were 13,800,000 shares of Class A ordinary shares issued and outstanding , all of which were subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets.

Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table:

Gross proceeds

3 unchanged sentences

( 9,150,115 )

Fair value adjustment of carrying value of Class A ordinary shares to redemption value

Class A ordinary shares subject to possible redemption

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption - December 31, 2021

Increase in redemption value of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption - December 31, 2022

SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

As of December 31, 2021, there were no preference shares issued or outstanding .

As of December 31, 2022 and 2021, there were no preference shares issued or outstanding .

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

As of December 31, 2021, there were 13,800,000 Class A ordinary shares issued and outstanding , all subject to possible redemption and classified outside permanent equity in the accompanying balance sheet.

As of December 31, 2022 and 2021, there were 13,800,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and classified outside permanent equity in the accompanying consolidated balance sheets.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

5 unchanged sentences

therefore, these 450,000 Founder Shares were no longer subject to forfeiture.

As of December 31, 2021, there were 3,450,000 Class B ordinary share issued and outstanding .

As of December 31, 2022 and 2021, there were 3,450,000 Class B ordinary share issued and outstanding .

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of ordinary shares outstanding after such conversion, including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination, any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DERIVATIVE WARRANT LIABILITIES

As of December 31, 2021, the Company had 6,900,000 and 5,910,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

As of December 31, 2022 and 2021, the Company had an aggregate of 12,810,000 warrants outstanding, comprised of 6,900,000 and 5,910,000 Public Warrants and Private Placement Warrants, respectively.

The Company accounts for the warrants as derivative warrant liabilities in accordance with the guidance contained in ASC 815.

8 unchanged sentences

The warrants have an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described under “Redemption of warrants when the price per

JATT ACQUISITION CORP

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

12 unchanged sentences

NOTE 9 — FAIR VALUE MEASUREMENTS

The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, by level within the fair value hierarchy:

The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, by level within the fair value hierarchy:

December 31, 2022

Quoted Prices in Active

3 unchanged sentences

Unobservable Inputs

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

Investments held in Trust Account - U.S.

2 unchanged sentences

Derivative warrant liabilities - Private Warrants

December 31, 2021

Quoted Prices in Active

Significant Other

Observable Inputs

Unobservable Inputs

Investments held in Trust Account - U.S.

Treasury Securities

Derivative warrant liabilities - Public Warrants

Derivative warrant liabilities - Private Warrants

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 fair value measurement to a Level 1 fair value measurement, when the Public Warrants were separately listed and traded in September 2021.

JATT ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

Level 1 instruments include investments in U.S Treasury securities.

Level 1 instruments include investments in U.S Treasury securities or money market funds that invest in U.S.

Treasury securities.

The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants as of December 31, 2021, was measured utilizing the Level 1 input of the observable listed trading price for such warrants.

The fair value of the Public Warrants as of December 31, 2022 and 2021, was measured utilizing the Level 1 input of the observable listed trading price for such warrants.

The fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation and a Black Scholes option pricing model, respectively.

7 unchanged sentences

The following table provides quantitative information regarding Level 3 fair value measurements inputs used to estimate fair value of the warrants at their measurement dates:

At initial issuance

As of December 31, 2022

As of December 31, 2021

Exercise price

Risk-free rate

0.07 % - 1.10

Probability of completing business combination

Dividend yield

The change in the fair value of warrants measured with Level 3 inputs for the period from March 10, 2021 (inception) through December 31, 2021, is summarized as follows:

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

The change in the fair value of warrants measured with Level 3 inputs for the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through December 31, 2021, is summarized as follows:

Derivative warrant liabilities at December 31, 2021 - Level 3

Change in fair value of derivative warrant liabilities

( 2,009,400 )

Derivative warrant liabilities at December 31, 2022 - Level 3

Derivative warrant liabilities at March 10, 2021

6 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued and disclosed the closing of the Business Combination on March 20, 2023, as per Note 1.

The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

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.

What changed 10-K

Item 9A. Controls and Procedures