Zura Bio Ltd 10-Q

Item 1. Financial Statements. Zura Bio Limited Condensed Consolidated Balance Sheets (In thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, ​ ​ (unaudited) ​ 2022 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash ​ $ 43,963 ​ $ 1,567 Prepaid expenses and other current assets ​ ​ 422 ​ ​ 209 Total current assets ​ ​ 44,385 ​ ​ 1,776 Deferred offering costs ​ ​ — ​ ​ 3,486 Total assets ​ $ 44,385 ​ $ 5,262 ​ ​ ​ ​ ​ ​ ​ Liabilities, Convertible Preferred Shares, Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ $ 4,993 ​ $ 4,428 Note payable ​ ​ — ​ ​ 7,756 Research and development license consideration liability ​ ​ — ​ ​ 2,634 Total current liabilities ​ ​ 4,993 ​ ​ 14,818 Private placement warrants ​ ​ 1,537 ​ ​ — Total liabilities ​ ​ 6,530 ​ ​ 14,818 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 11) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible preferred shares ​ ​ ​ ​ ​ ​ Series A-1 convertible preferred shares, $ 0.001 par value, 0 and 13,510,415 shares authorized , issued and outstanding as of March 31, 2023 and December 31, 2022 ​ ​ — ​ ​ 12,500 ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interest ​ ​ 10,000 ​ ​ 10,000 ​ ​ ​ ​ ​ ​ ​ Shareholders' Equity (Deficit): ​ ​ ​ ​ ​ ​ Preferred shares, $ 0.0001 par value, 1,000,000 and - 0 - authorized as of March 31, 2023 and December 31, 2022, respectively; - 0 - issued and outstanding as of March 31, 2023 and December 31, 2022 ​ ​ — ​ ​ — Class A Ordinary shares, $ 0.0001 par value, 300,000,000 authorized, 27,052,155 issued and outstanding as of March 31, 2023; 1,884,649 authorized, 383,479 issued and outstanding as of December 31, 2022 ​ ​ 3 ​ ​ — Additional paid-in capital ​ ​ 69,703 ​ ​ — Accumulated deficit ​ ​ ( 41,851 ) ​ ​ ( 32,056 ) Total shareholders' equity (deficit) ​ ​ 27,855 ​ ​ ( 32,056 ) Total liabilities, convertible preferred shares, redeemable noncontrolling interest and shareholders' equity (deficit) ​ $ 44,385 ​ $ 5,262 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 5 Table of Contents Zura Bio Limited Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ ​ January 18, 2022 ​ ​ For the Three Months ​ (date of inception) to ​ ​ Ended March 31, ​ March 31, ​ ​ 2023 ​ 2022 Operating expenses: ​ ​ ​ Research and development ​ $ 4,884 ​ $ 7,500 General and administrative ​ 2,835 ​ 319 Total operating expenses ​ 7,719 ​ 7,819 Loss from operations ​ ( 7,719 ) ​ ( 7,819 ) Other expense/(income), net: ​ ​ ​ ​ ​ ​ Other expense, net ​ ​ 9 ​ ​ — Change in fair value of private placement warrants ​ ​ ( 177 ) ​ ​ — Change in fair value of note payable ​ ​ 2,244 ​ ​ — Total other expense/(income), net ​ ​ 2,076 ​ ​ — Loss before income taxes ​ ​ ( 9,795 ) ​ ​ ( 7,819 ) Income tax benefit ​ ​ — ​ ​ — Net loss before redeemable noncontrolling interest ​ ​ ( 9,795 ) ​ ​ ( 7,819 ) Net loss attributable to redeemable noncontrolling interest ​ ​ 203 ​ ​ — Net loss ​ ​ ( 9,592 ) ​ ​ ( 7,819 ) Accretion of redeemable noncontrolling interest to redemption value ​ ​ ( 203 ) ​ ​ — Net loss attributable to Class A Ordinary Shareholders of Zura ​ $ ( 9,795 ) ​ $ ( 7,819 ) Net loss per share attributable to Class A Ordinary Shareholders of Zura, basic and diluted ​ $ ( 2.76 ) ​ $ ( 72,395.48 ) Weighted-average Class A Ordinary Shares used in computing net loss per Ordinary Share attributable to Shareholders of Zura, basic and diluted ​ 3,551,906 ​ 108 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 6 Table of Contents Zura Bio Limited Condensed Consolidated Statements of Changes in Convertible Preferred Shares, Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) (Unaudited) (In thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable Convertible Preferred Class A Additional ​ ​ Total ​ ​ Noncontrolling ​ Shares (1) ​ ​ Ordinary Shares (1) ​ Paid-in ​ Accumulated ​ Shareholders’ ​ Interest Shares Amount Shares Amount Capital Deficit Equity (Deficit) Balance as of December 31, 2022 ​ $ 10,000 125,000 ​ $ 12,500 ​ 3,548 ​ $ — ​ $ — ​ $ ( 32,056 ) ​ $ ( 32,056 ) Recapitalization ​ — 13,385,415 ​ — ​ 276,172 ​ — ​ — ​ — ​ — Balance as of December 31, 2022 ​ 10,000 13,510,415 ​ 12,500 ​ 279,720 ​ — ​ — ​ ( 32,056 ) ​ ( 32,056 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of Series A-1 convertible preferred shares as license compensation ​ ​ — ​ 267,939 ​ ​ 2,186 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination ​ — ( 13,778,354 ) ​ ( 14,686 ) ​ 13,778,354 ​ 2 ​ 14,684 ​ — ​ 14,686 Issuance of Class A Ordinary Shares in connection with Business Combination, including PIPE Investment, Forward Purchase Investment, and Backstop Shares, net of $ 4.0 million of transaction costs ​ — — ​ — ​ 12,444,081 ​ 1 ​ 48,350 ​ — ​ 48,351 Issuance of Class A Ordinary Shares to settle research and development license consideration liability ​ — — ​ — ​ 550,000 ​ — ​ 4,488 ​ — ​ 4,488 Reclassification of public warrant liability to equity ​ — — ​ — ​ — ​ — ​ 2,001 ​ — ​ 2,001 Share-based compensation expense ​ — — ​ — ​ — ​ — ​ 180 ​ — ​ 180 Net loss ​ ( 203 ) — ​ — ​ — ​ — ​ — ​ ( 9,592 ) ​ ( 9,592 ) Accretion of redeemable noncontrolling interest to redemption value ​ 203 — ​ — ​ — ​ — ​ — ​ ( 203 ) ​ ( 203 ) Balance as of March 31, 2023 ​ $ 10,000 — ​ $ — ​ 27,052,155 ​ $ 3 ​ $ 69,703 ​ $ ( 41,851 ) ​ $ 27,855 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable ​ Convertible ​ ​ Class A ​ Additional ​ ​ ​ Total ​ ​ Noncontrolling ​ Preferred Shares (1) ​ ​ Ordinary Shares (1) ​ Paid-in ​ Accumulated ​ Shareholders’ ​ Interest Shares Amount Shares Amount ​ Capital Deficit Deficit Balance as of January 18, 2022 (date of inception) $ — ​ — ​ $ — ​ — ​ $ — ​ $ — ​ $ — ​ $ — Issuance of Class A Ordinary Share at inception ​ — ​ — ​ — ​ 108 ​ — ​ ​ — ​ — ​ — Issuance of Series A-1 convertible preferred shares for cash ​ — ​ 10,808,332 ​ 10,000 ​ — ​ — ​ ​ — ​ — ​ — Issuance of Series A-1 convertible preferred shares for license ​ — ​ 2,702,083 ​ 2,500 ​ — ​ — ​ ​ — ​ — ​ — Net loss ​ — ​ — ​ — ​ — ​ — ​ ​ — ​ ( 7,819 ) ​ ( 7,819 ) Balance as of March 31, 2022 $ — ​ 13,510,415 ​ $ 12,500 ​ 108 ​ $ — ​ $ — ​ $ ( 7,819 ) ​ $ ( 7,819 ) (1) The Company’s convertible preferred shares and Class A Ordinary Shares prior to the closing of the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 108.083 established in the Business Combination Agreement as described in Note 3 . ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 7 Table of Contents Zura Bio Limited Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ For the Three ​ January 18, 2022 ​ ​ Months Ended ​ (date of inception) to ​ ​ March 31, ​ March 31, ​ ​ 2023 ​ 2022 Cash flows from operating activities ​ ​ ​ ​ Net loss before redeemable noncontrolling interest ​ $ ( 9,795 ) ​ $ ( 7,819 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ Anti-dilution share issuance compensation ​ ​ 2,186 ​ ​ — Share-based compensation ​ ​ 180 ​ — Research and development acquired license ​ ​ — ​ 7,500 Change in fair value of share-based payment liability ​ ​ 1,854 ​ — Change in fair value of note payable ​ ​ 2,244 ​ — Change in fair value of private placement warrants ​ ​ ( 177 ) ​ — Foreign exchange transaction loss ​ ​ 9 ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Prepaid expenses and other current assets ​ ​ ( 213 ) ​ — Accounts payable and accrued expenses ​ ​ 455 ​ 39 Net cash used in operating activities ​ ​ ( 3,257 ) ​ ( 280 ) Cash flows from investing activities ​ ​ ​ ​ ​ Purchase of research and development license ​ ​ — ​ ​ ( 5,000 ) Net cash used in investing activities ​ ​ — ​ ( 5,000 ) Cash flows from financing activities ​ ​ ​ ​ ​ ​ Proceeds from issuance of Series A-1 convertible preferred shares ​ ​ — ​ ​ 10,000 Settlement of note payable ​ ​ ( 10,000 ) ​ — Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination ​ ​ 56,683 ​ ​ — Payment of deferred transaction costs ​ ​ ( 1,030 ) ​ ​ — Net cash provided by financing activities ​ ​ 45,653 ​ ​ 10,000 Net increase in cash ​ ​ 42,396 ​ ​ 4,720 Cash, beginning of period ​ ​ 1,567 ​ ​ — Cash, end of period ​ $ 43,963 ​ $ 4,720 ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure ​ ​ ​ ​ ​ ​ Cash paid for taxes ​ ​ — ​ ​ — Cash paid for interest ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Non-Cash Investing and Financing Activities ​ ​ ​ ​ ​ ​ Issuance of Series A-1 convertible preferred shares for license ​ $ — ​ $ 2,500 Conversion of Series A-1 convertible preferred shares for Class A Ordinary Shares ​ $ 14,686 ​ $ — Assumption of public and private placement warrants in connection with Business Combination ​ $ 3,715 ​ $ — Reclassification of public warrant liability to equity ​ $ 2,001 ​ $ — Settlement of research and development license consideration liability ​ $ 4,488 ​ $ — Transaction costs include in accounts payable ​ $ 154 ​ $ — Reclassification of deferred transaction costs to additional paid-in capital ​ $ 4,015 ​ $ — ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 8 Table of Contents Zura Bio Limited Notes to Unaudited Condensed Consolidated Financial Statements (In thousands, except share and per share data) 1. Organization and Description of Business Zura Bio Limited, a Cayman Islands exempted company, formerly known as JATT Acquisition Corp (“JATT”), together with its subsidiaries (collectively, the “Company” or “Zura” or “Zura Bio”), is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168, a fully anti-IL7Ra monoclonal antibody, which it has licensed from Pfizer, Inc. (“Pfizer”) and torudokimab, a high affinity monoclonal antibody, which it has licensed from Eli Lilly and Company (“Lilly”). The Company’s accounting predecessor, Zura Bio Limited (herein referred to as “Legacy Zura”), was formed in the United Kingdom (“UK”) on January 18, 2022 (“Inception”). Business Combination On March 20, 2023 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of a business combination agreement (the “Business Combination Agreement”), dated as of June 16, 2022 (as amended on September 20, 2022, November 14, 2022, and January 13, 2023), by and among JATT, JATT Merger Sub, JATT Merger Sub 2, Zura Bio Holdings Ltd. (“Holdco”), and Legacy Zura. Pursuant to the Business Combination Agreement, (a) before the closing of the Business Combination, Holdco was established as a new holding company of Legacy Zura and became a party to the Business Combination Agreement; and (b) on the Closing, in sequential order: (i) Merger Sub merged with and into Holdco, with Holdco continuing as the surviving company and a wholly owned subsidiary of JATT; (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; and (iii) JATT changed its name to “Zura Bio Limited”. The Business Combination has been accounted for as a reverse recapitalization, with Legacy Zura being the accounting acquirer and JATT as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represent the accounts of Legacy Zura. The shares and net loss per share attributable to ordinary shareholders of Legacy Zura prior to the Closing Date have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Prior to the Business Combination, JATT’s public shares, public warrants, and public units were listed on the New York Stock Exchange (“NYSE”) under the symbols “JATT,” “JATT.WS,” and “JATT.U,” respectively. On March 20, 2023, the Company's Class A ordinary shares (“Class A Ordinary Shares”) and public warrants began trading on the Nasdaq under the symbols “ZURA” and “ZURAW,” respectively. See Note 3, Recapitalization for additional details. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an emerging growth company. Change in Fiscal Year End On November 18, 2022, the Board of Directors approved a change in the Company’s fiscal year end from March 31 to December 31. The Company’s 2022 fiscal year began at inception on January 18, 2022, and ended on December 31, 2022. The change in fiscal year end also applies retrospectively to all previously issued financial statements for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022. 9 Table of Contents Liquidity The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company has an accumulated deficit of $ 41.9 million and $ 32.1 million as of March 31, 2023 and December 31, 2022, respectively, and a net loss of $ 9.6 million and $ 7.8 million for the three months ended March 31, 2023 and the period ended March 31, 2022, respectively. The Company’s existing sources of liquidity as of March 31, 2023 includes $ 44.0 million in cash. Prior to the Business Combination, the Company historically funded operations primarily with issuances of convertible preferred shares and a promissory note. Upon the closing of the Business Combination, the Company received $ 56.7 million in net cash proceeds. The Company’s cash requirements include, but are not limited to, product manufacturing costs and working capital requirements. The Company expects such operating losses and negative cash flows from operations will continue over the next twelve months. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of its consolidated subsidiaries. Other shareholders’ interests in the Company’s subsidiary, Z33 Bio, Inc. (“Z33”), are shown in the condensed consolidated financial statements as redeemable noncontrolling interest. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. As such, the information included herein should be read in conjunction with Legacy Zura’s consolidated financial statements and accompanying notes as of December 31, 2022 and for the period from January 18, 2022 (date of inception) to December 31, 2022 (the “audited consolidated financial statements”) that were included in the Company’s Form 8-K filed with the SEC on April 6, 2023. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements, except for the impact of the recapitalization as described in Note 3, and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations for the three months ended March 31, 2023 and the period ended March 31, 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period. Significant Accounting Policies Except for the addition of the Business Combination and related public warrants and private placement warrants (collectively, the “Warrants”), there have been no significant changes in the Company’s significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Company’s audited consolidated financial statements that were included in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s 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 condensed consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the condensed consolidated financial statements relate to and include, but are not limited to, the fair value of Class A Ordinary Shares and other assumptions used to measure share-based compensation, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, the fair value of public and private placement warrants, and the fair value of the note payable. 10 Table of Contents Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Warrants As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities. The public warrants were reclassified to equity following the Business Combination. Classification of the public warrants as equity instruments and the private placement warrants as liability instruments is based on management’s analysis of the guidance in ASC 815. The Company measures the private placement warrant liability at fair value each reporting period with the change in fair value recorded as other (expense) income in the condensed consolidated statements of operations. The Company measured the public warrants at the fair value of the equity instruments as of the Closing Date of the Business Combination. Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to Class A Ordinary Shareholders by the weighted-average number of Class A Ordinary Shares outstanding during the period. Diluted net loss per share excludes the potential impact of the Company’s convertible preferred shares and options to purchase Class A Ordinary Shares because their effect would be anti-dilutive due to the Company’s net loss for the period presented. Since the Company had a net loss in the period presented, basic and diluted net loss per share are the same. The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ For the Three For the Period from ​ ​ Months ​ January 18, 2022 ​ ​ Ended ​ (date of inception) to ​ ​ March 31, ​ March 31, ​ ​ 2023 ​ 2022 Convertible preferred shares ​ — ​ 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares ​ 12,809,996 — Shares issuable upon exercise of options to purchase Class A Ordinary Shares ​ 1,941,933 ​ — Restricted share units ​ 499,993 ​ — Total ​ 15,251,922 ​ 13,510,415 ​ Shares issuable upon the exercise of performance-based share options (“PSOs”) are excluded from the calculation of diluted net loss per share until the Company’s management deems it probable that the performance conditions will be satisfied. 11 Table of Contents Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The Company early adopted this standard effective January 1, 2023. The adoption of this standard did not have a material effect on our condensed consolidated financial statements and related disclosures. 3. Recapitalization As discussed in Note 1, Organization and Description of Business, on the Closing Date, JATT completed the acquisition of Legacy Zura and acquired 100 % of Legacy Zura’s shares and Legacy Zura received proceeds of $ 56.7 million which includes proceeds from issuance of Class A Ordinary Shares upon the consummation of the Business Combination, including the Redemption Backstop shares (as defined below), proceeds from the PIPE investment (as defined below), and proceeds from the Forward Purchase Agreement (as defined below). The Company recorded $ 4.0 million of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Business Combination. These costs were included in additional paid-in capital on the Company’s condensed consolidated balance sheet. On the Closing Date, each holder of Legacy Zura’s ordinary shares received approximately 108.083 shares of the Company’s Class A Ordinary Shares, par value $ 0.0001 per share. See Note 7 for additional details of the Company’s shareholders’ equity (deficit) prior to and subsequent to the Business Combination. All equity awards of Legacy Zura were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A Ordinary Shares. As a result, each outstanding share option was converted into an option exercisable for the Company’s Class A Ordinary Shares based on an exchange ratio of approximately 108.083 and each outstanding restricted share unit was converted into restricted units of the Company that, upon vesting, will be settled for the Company’s Class A Ordinary Shares based on an exchange ratio of approximately 108.083 . Each public and private placement warrant of JATT that was unexercised at the time of the Business Combination was assumed by the Company and represents the right to purchase one Class A Ordinary Share upon exercise of such warrant. Refer to Note 2 and Note 8 for further details. The Business Combination was accounted for as a reverse recapitalization with Legacy Zura as the accounting acquirer and JATT as the acquired company for accounting purposes. Legacy Zura was determined to be the accounting acquirer since Legacy Zura’s shareholders as a group prior to the Business Combination held the majority voting interest in the combined entity, Legacy Zura’s shareholders appointed 4 out of the 7 directors of the combined Board of Directors, Legacy Zura’s management holds certain key positions in the management of the combined entity, and Legacy Zura is the largest of the combining entities based on historical operating activity and comprises all of the ongoing operations. Accordingly, all historical financial information presented in these condensed consolidated financial statements represents the accounts of Legacy Zura. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Legacy Zura. The Company’s convertible preferred shares and Class A Ordinary Shares prior to the closing of the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 108.083 established in the Business Combination Agreement. The number of Class A Ordinary Shares issued and outstanding immediately following the Business Combination on March 20, 2023 was: ​ ​ ​ ​ ​ ​ ​ Shares % ​ JATT Public shareholders 182,498 0.7 % Zura shares issued – Lilly license 550,000 2.0 % Redemption Backstop 1,301,633 4.8 % Redemption Backstop Consideration 2,500,000 9.2 % JATT Founders 3,450,000 12.8 % PIPE Investment 2,009,950 7.4 % Forward Purchase Agreement 3,000,000 11.1 % Legacy Zura Equityholders 14,058,074 52.0 % Total shares outstanding 27,052,155 100.0 % ​ 12 Table of Contents PIPE Investment Concurrently with the execution of the Business Combination Agreement, JATT entered into subscription agreements with certain “accredited investors” (as defined by Rule 501 of Regulation D) (the “PIPE Investors”) on June 16, 2022, as amended on November 25, 2022, (the “Ewon PIPE Subscription Agreement”) and March 13, 2023 (the “Eugene PIPE Subscription Agreement”), pursuant to which the PIPE Investors collectively subscribed for and agreed to purchase an aggregate of 2,009,950 JATT Class A Ordinary Shares at a purchase price of $ 10.00 per share for $ 20,099,500 . Forward Purchase Agreement and Redemption Backstop On January 27, 2022, JATT entered into an Amended Forward Purchase Agreement (the “Forward Purchase Agreement”) with two institutional investors (the “FPA Investors”) providing that at the Closing of the Business Combination: (i) the purchasers will purchase an aggregate of 3,000,000 Class A Ordinary Shares at $ 10 per share for $ 30,000,000 ; and (ii) the purchase of, in a binding redemption backstop (the “Redemption Backstop”), up to an additional $ 15 million of Class A Ordinary Shares in the event that public Class A Ordinary Share redemptions are greater than 90 % in connection with the Business Combination (the “Excess Redemptions”). On the Closing Date, FPA Investors purchased 1,301,633 JATT Class A Ordinary Shares at $ 10 per share for $ 13,016,330 . In addition, the FPA Investors were issued an additional 2,500,000 Class A Ordinary Shares (“Redemption Backstop Consideration”) for no additional consideration. 4. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are: Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2: Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. Financial instruments consist of cash, prepaid and other current assets, accounts payable and accrued expenses, note payable, private placement warrants, and research and development license consideration. The carrying values of the Company’s cash, prepaid and other current assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and the fair value hierarchy of the valuation techniques utilized. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private placement warrants ​ $ — ​ $ 1,537 ​ $ — ​ $ 1,537 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note payable ​ $ — ​ $ — ​ $ 7,756 ​ $ 7,756 Research and development license consideration ​ $ — ​ $ — ​ $ 2,634 ​ $ 2,634 ​ There were no transfers into or out of Level 1, Level 2, or Level 3 during the three months ended March 31, 2023 and the period ended December 31, 2022. 13 Table of Contents Note payable The Company elected the fair value option to account for its Note payable to Hydra, LLC (see Note 10). The fair value of the Note payable at issuance was measured as the cash proceeds from the Note. The fair value of the Note payable subsequent to issuance was estimated using the probability-weighted expected return method (“PWERM”), whereby the total settlement obligation under the Note was determined based on the amounts payable to Hydra under various scenarios. The PWERM’s output is determined based on inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The PWERM contemplated three scenarios: i) the Company consummates the Business Combination without triggering an event of default, ii) the Company triggers an event of default, and consummates the Business Combination, and iii) the Company does not consummate the Business Combination. The settlement value of each scenario was determined using a discounted cash flow model. Significant estimates in the cash flow model include the discount rate and time to repayment. As of December 31, 2022, the weighted average discount rate was 9.0 %, and the weighted average time to repayment was 0.6 years, each weighted by the probability of the scenario. Upon the Closing Date of the Business Combination, the Note was remeasured to the settlement value and subsequently repaid for a total of $ 10.0 million. The following table provides a summary of changes in the estimated fair value of the Note: ​ ​ ​ ​ ​ ​ For the Three ​ ​ Months Ended ​ ​ March 31, 2023 Balance at December 31, 2022 ​ $ 7,756 Remeasurement of the Note to settlement value upon the Closing of the Business Combination ​ 2,244 Settlement of the Note ​ ( 10,000 ) Balance at March 31, 2023 ​ $ — ​ The Company recorded a loss on remeasurement of the Note of $ 2.2 million for the three months ended March 31, 2023 within change in fair value of note payable on the condensed consolidated statement of operations. Research and development license consideration As consideration for the Lilly License (see Note 6), Lilly agreed to receive either 550,000 Zura Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. As of December 31, 2022, the arrangement was liability classified and remeasured at fair value at each reporting date (the research and development license consideration liability). The fair value of the research and development license consideration liability was estimated using the PWERM, whereby the total settlement obligation was determined based upon the fair value of the JATT Class A Ordinary Shares, the Z33 Series Seed Preferred Shares, and the probability of the consummation of the Business Combination. As certain of the inputs to the PWERM are not observable in the market, the research and development license consideration liability represented a Level 3 measurement within the fair value hierarchy. As of December 31, 2022, the fair value of JATT Class A Ordinary Shares was determined to be $ 7.66 per share, a discount to the trading price due to the shares being subject to a lock-up provision. As of December 31, 2022, the fair value of Z33 Series Seed Preferred Shares was determined to be $ 0.15 per share. Upon the Closing Date of the Business Combination, the liability was remeasured to its settlement value and subsequently settled through the issuance of 550,000 Class A Ordinary Shares of Zura. The aggregate fair value of the Class A Ordinary Shares of Zura issued to Lilly was determined to be $ 4.5 million, or $ 8.16 per share. The following table provides a summary of changes in the estimated fair value of the liability: ​ ​ ​ ​ ​ ​ For the Three ​ ​ Months Ended ​ ​ March 31, 2023 Balance at December 31, 2022 ​ $ 2,634 Remeasurement of the liability to settlement value upon the Closing of the Business Combination ​ 1,854 Settlement of the liability ​ ( 4,488 ) Balance at March 31, 2023 ​ $ — ​ The Company recorded a loss on the remeasurement of the research and development license consideration liability of $ 1.9 million for the three months ended March 31, 2023 within research and development on the condensed consolidated statement of operations. 14 Table of Contents Private Placement Warrants As of March 31, 2023, the Company has private placement warrants (see Note 9). Such warrants are measured at fair value on a recurring basis. Because the transfer of private placement warrants to non-permitted transferees would result in the private placement warrants having substantially the same terms as the public warrants, the Company determined that the fair value of each private placement warrant is consistent with that of a public warrant. Accordingly, the private placement warrants are classified as Level 2 financial instruments. The following table provides a summary of changes in the estimated fair value of the private placement warrants: ​ ​ ​ ​ ​ ​ For the Three ​ ​ Months Ended ​ ​ March 31, 2023 Balance at December 31, 2022 ​ $ — Assumption of private placement warrants ​ 1,714 Change in fair value ​ ( 177 ) Balance at March 31, 2023 ​ $ 1,537 ​ The Company recorded a gain from the change in fair value of the private placement warrants of $ 0.2 million for the three months ended March 31, 2023 within change in fair value of private placement warrants on the condensed consolidated statement of operations. 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses is comprised of the following as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 Accounts payable ​ $ 2,409 ​ $ 2,010 Accrued payroll ​ 651 ​ 260 Accrued bonus ​ 916 ​ 141 Accrued offering costs ​ 154 ​ 655 Accrued research and development costs ​ 518 ​ 490 Accrued consulting fees ​ 35 ​ 451 Accrued legal costs ​ 107 ​ 308 Other accrued expenses ​ 203 ​ 113 Total accounts payable and accrued expenses ​ $ 4,993 ​ $ 4,428 ​ ​ ​ ​ ​ ​ ​ ​ ​ 6. License Agreements Pfizer On March 22, 2022, the Company entered into a license agreement and a Series A-1 Subscription and Shareholder’s Agreement (collectively, the “Pfizer Agreement”) with Pfizer. Under the Pfizer Agreement, the Company acquired a license for a compound initially developed by Pfizer, in exchange for $ 5.0 million in cash and 2,702,083 shares (as adjusted by the exchange ratio established in the Business Combination Agreement) of the Company’s Series A-1 convertible preferred shares, representing a 20 % interest in the Company. In accordance with ASC 805, the Pfizer Agreement is accounted for as an asset acquisition as substantially all of the $ 7.5 million value transferred to the Company was allocated to in-process research and development. On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use. In addition to the consideration transferred on March 22, 2022, 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 %), based on thresholds of nets sales of Products. Royalties are payable on a country-by-country basis for a certain period of years or upon the later expiration of regulatory exclusivity of the Company’s Products in a country. 15 Table of Contents The Company is also subject to a potential multi-million dollar transaction payment if, within a certain period the Company has (a) certain changes in control, excluding an initial public offering or any business combination where the securities of the Company are listed on a stock exchange (e.g., a transaction with a special purpose acquisition company), or (b) the Company sublicenses or divests of its rights to the Products. The Pfizer Agreement also has an anti-dilution provision to allow Pfizer to maintain an 18 % interest in the Company, as detailed in Note 7. Immediately prior to the Closing Date of the Business Combination, additional share options and restricted share units were issued to certain employees, executives, and directors that would result in the dilution of Pfizer’s ownership in the Company. In accordance with the anti-dilution provision of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. In accordance with ASC 718, the Company recognized expense related to these Class A Ordinary Shares based on their grant date fair value. Following the Business Combination, the anti-dilution provision is no longer in effect. As of March 31, 2023, the Company does not owe any amounts under the Pfizer Agreement. Lonza In July 2022, the Company entered into a license agreement (the “Lonza License”) with Lonza Sales AG (“Lonza”) 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 double-digit multi-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 On December 8, 2022, the Company’s consolidated subsidiary, Z33 Bio Inc. (“Z33”), entered into a license agreement (the “Lilly License”) with Lilly pursuant to which Lilly granted Z33 an exclusive (even as to Lilly), royalty-bearing global license to develop, manufacture, and commercialize certain intellectual property owned by Lilly relating to its IL-33 compound. As consideration, the Company paid Lilly an upfront fee of $ 7.0 million. As consideration for the Lilly License, Lilly agreed to receive either 550,000 Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. The obligation to issue shares represents contingent consideration and is classified as a liability on the consolidated balance sheet (research and development license consideration liability) as of December 31, 2022. The liability is measured at fair value on the acquisition date and remeasured to fair value at each reporting date. Upon the Closing Date of the Business Combination, the Company issued Lilly 550,000 Class A Ordinary Shares at an aggregate fair value of $ 4.5 million. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired is concentrated in a group of similar identifiable IPR&D assets (as defined below). On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use. Accordingly, the Company expensed the entire cost of the Lilly License as a component of research and development in the consolidated statement of operations during the period ended December 31, 2022. As a finder’s fee in connection with arranging the acquisition, Z33 issued to Stone Peach Properties, LLC (“Stone Peach”) 4,900,222 shares of Z33 Series Seed Preferred Shares, which is included in the measurement of the cost of the acquired asset. Zura has the right, but not the obligation to purchase up to 50 % of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $ 2.448869 for a period of two years from the date of the agreement. Stone Peach has the right, but not the obligation to sell up to 50 % of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $ 2.040724 . Stone Peach may exercise its option at any time between the first anniversary and the second anniversary of the transaction. See Note 12 for further information. 16 Table of Contents In addition to the consideration transferred on December 8, 2022, the Company is obligated to pay $ 3.0 million to Lilly upon the completion of a financing by the Company with gross proceeds exceeding $ 100 million. The Company is further obligated to make 10 commercial, development and regulatory milestone payments up to an aggregate of $ 155.0 million and sales milestone payments up to an aggregate of $ 440.0 million based on respective thresholds of net sales of products developed from the licensed compound. The Company will also pay an annual earned royalty to Lilly at a marginal royalty rate between in the mid-single to low-double digits (less than 20 %), with increasing rates based on Net Sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of the year. The Company will account for these contingent payments when they become due. As of March 31, 2023, none of the contingent payments were due. 7. Convertible Preferred Shares and Shareholders’ Equity (Deficit) Prior to the Business Combination, Legacy Zura was authorized to issue Class A Ordinary Shares and Series A-1 convertible preferred shares. The outstanding Class A Ordinary Shares and Series A-1 convertible preferred shares of Legacy Zura are presented on the consolidated balance sheet and on the statement of changes in convertible preferred shares, redeemable noncontrolling interest and shareholders’ deficit for the annual period ended December 31, 2022. Business Combination Immediately prior to the Closing Date of the Business Combination, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. The shares were issued in accordance with the anti-dilution provision of the Pfizer Agreement. On the Closing Date and in accordance with the terms and subject to the conditions of the Business Combination, each Class A Ordinary Share of Legacy Zura, par value $ 0.001 per share, Series A-1 convertible preferred share, outstanding option (whether vested or unvested), and restricted share unit (whether vested or unvested) were canceled and converted into a comparable number of awards that consisted of either the rights to receive or acquire the Company’s Class A Ordinary Shares, par value $ 0.0001 per share, as determined by the exchange ratio pursuant to the Business Combination Agreement. The exchange ratio is approximately 108.083 . On March 16, 2023, in connection with the closing of the Business Combination and effective upon the Closing Date, the Company authorized 300,000,000 Class A Ordinary Shares, par value of $ 0.0001 and 1,000,000 preferred shares, par value of $ 0.0001 . Series A-1 Convertible Preferred Shares Rights and Preferences Conversion Each share of Series A-1 convertible preferred shares is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number shares of the Company’s Ordinary Shares, subject to adjustment. Each share of Series A-1 convertible preferred shares will automatically be converted into a share of the Company’s Ordinary Shares, subject to adjustment, immediately upon the occurrence of an initial public offering with a gross aggregate subscription with respect to new Ordinary Shares of greater than $ 50.0 million. The Ordinary Shares resulting from this conversion will rank pari passu with the existing Ordinary Shares at the time of conversion. Anti-Dilution If the Company issues equity securities, other than pursuant to a share option plan, the Company shall issue such number of Series A-1 convertible preferred shares to Pfizer as necessary to maintain Pfizer’s ownership interest of 18 %, until the Company raises in excess of $ 30.0 million in equity, where any capital raised above this threshold is not subject to anti-dilution. Dividends The holders of shares of Series A-1 convertible preferred shares are entitled to receive dividends, of profits available for distribution as determined by the Company’s board of directors with the consent of the majority of the shareholders, payable on a pro rata, pari passu basis. No dividends have been declared by the Company’s board of directors. 17 Table of Contents Liquidation In the event of any voluntary or involuntary liquidation or return of capital (other than a conversion, redemption or purchase of shares) of the Company, the holders of the Series A-1 convertible preferred shares are entitled to receive a liquidation preference prior to any distribution to the holders of Ordinary Shares in the amount $ 131 per share. Voting Rights The holders of the Series A-1 convertible preferred shares are entitled to one vote per share, unless the Series A-1 shares are convertible into a greater number of Ordinary Shares or the holders of Series A-1 convertible preferred shares are entitled to any anti-dilution shares, in which case the holders of Series A-1 convertible preferred shares are entitled to the number of votes that the holder would be entitled upon conversion to Ordinary Shares or after the issuance of the anti-dilution shares, respectively. Redemption Rights The Series A-1 convertible preferred shares are not mandatorily redeemable at the option of the holder. As of March 31, 2023, no preferred shares were issued and outstanding. 8. Warrants As the accounting acquirer, Zura Bio is deemed to have assumed 5,910,000 private placement warrants to purchase Class A that were held by JATT Ventures, L.P. (the “Sponsor”) at an exercise price of $ 11.50 and 6,899,996 public warrants to purchase Class A Ordinary Shares that were held by JATT’s public shareholders at an exercise price of $ 11.50 . The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. As of March 31, 2023, no warrants have been exercised or redeemed. Public Warrants The public warrants become exercisable into Class A Ordinary Shares commencing 30 days after the Business Combination and expire five years from the date of the Business Combination, or earlier upon redemption or liquidation. Each warrant entitles the holder to purchase one share of the Company’s Class A Ordinary Shares at a price of $ 11.50 per share, subject to certain adjustments. The Company may redeem, with 30 days written notice, each whole outstanding public warrant for cash at a price of $ 0.01 per warrant if the Reference Value (as defined below) equals or exceeds $ 18.00 per share, subject to certain adjustments. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date at $ 11.50 per share, subject to certain adjustments. If the Company calls the public warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s Class A Ordinary Shares for any twenty trading days within the thirty trading-day period ending on the third trading day prior to the date on which notice of the redemption is given. Private Placement Warrants The private placement warrants are identical to the public warrants, except that the private placement warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the public warrants. ​ 18 Table of Contents 9. Share-based Compensation On June 8, 2022, Legacy Zura’s board of directors approved two stock option plans, the UK Plan (the “UK Plan”) and the US Plan (the “US Plan”) (collectively, the “Option Plans”) which permit the granting of nonqualified share options to certain employees and directors. There were 1,501,165 Class A Ordinary Shares available for issuance under the Option Plans, of which 383,371 Class A Ordinary Shares were authorized for issuance under the US Plan. On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Equity Incentive Plan (the “Equity Incentive Plan”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The Equity Incentive Plan allows for the grant of share options, both incentive and nonqualified share options; SARs, alone or in conjunction with other awards; restricted shares and restricted share units (“RSUs”); incentive bonuses, which may be paid in cash, shares, or a combination thereof; and other share-based awards. The maximum number of Class A Ordinary Shares that may be issued under the Equity Incentive Plan are equal to 4,029,898 , with an annual increase on January 1st of each calendar year beginning on January 1, 2024 and ending on and including January 1, 2029, equal to the lesser of (i) 5.0 % of the aggregate number of Class A Ordinary Shares outstanding on the final day of the immediately preceding calendar year, (ii) 8,059,796 Class A Ordinary Shares or (iii) such smaller number of shares as is determined by the board. On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Employee Stock Purchase Plan (the “ESPP”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The maximum number of Class A Ordinary Shares that may be issued under the ESPP is 4,029,898 , plus an aggregate number of Class A Ordinary Shares that are added under the Equity Incentive Plan on January 1st of each calendar year, beginning on January 1, 2024 and ending on and including January 1, 2029, as discussed above. The ESPP enables eligible employees of the Company and designated affiliates to purchase Class A Ordinary Shares at a discount of 15 %. As of March 31, 2023, no shares no have been issued under the ESPP. Upon closing of the Business Combination, all equity awards of Legacy Zura that were issued and outstanding under the Option Plans were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A Ordinary Shares under the Equity Incentive Plan. As a result, each of Legacy Zura’s equity awards were converted into an option to purchase Class A Ordinary Shares of the Company based on an exchange ratio of approximately 108.083 . Equity Incentive Plan Share Options The fair value of Equity Incentive Plan share options are estimated on the date of grant using the Black-Scholes option pricing model. The Company lacks significant company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s share options has been determined using the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following weighted-average assumptions were used to estimate the fair value of the 2023 Equity Incentive Plan share options issued during the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ For the Three Months ​ ​ Ended March 31, 2023 Share price ​ $ 8.16 ​ Expected volatility ​ 96.5 % Risk-free rate ​ 3.58 % Expected life ​ 6.1 years ​ Expected dividend yield ​ — % ​ 19 Table of Contents The following table summarizes the Company’s share option activity for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ Aggregate ​ ​ ​ ​ Average ​ Remaining ​ Intrinsic ​ ​ Number of ​ Exercise Price ​ Contractual ​ Value ​ ​ Options ​ (per share) ​ Life (Years) ​ (in thousands) Options outstanding at December 31, 2022 3,547 ​ $ 90.50 9.4 ​ $ 1,804 Recapitalization 379,824 ​ ( 89.66 ) — ​ — Options outstanding at December 31, 2022 383,371 ​ 0.84 9.4 ​ 1,804 Granted 1,558,562 ​ 1.20 — ​ — Options outstanding at March 31, 2023 1,941,933 ​ $ 1.13 9.6 ​ $ 26,781 Options vested and exercisable at March 31, 2023 85,708 ​ $ 0.84 9.2 ​ $ 1,207 ​ Included in the table above are 45,611 PSOs that vest upon the Company raising external capital of $ 75 million or more. The milestone is considered outside of the Company’s control, and accordingly the vesting of the PSOs is not considered probable until the financing event occurs. As of March 31, 2023, no share-based compensation expense has been recognized in relation to these PSOs. Restricted Share Units The Company issued RSUs to a certain Director of the Board immediately prior to the closing of the Business Combination pursuant to the Equity Incentive Plan. The fair value has been estimated based on the closing price of the stock on the Closing Date of the Business Combination. ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ ​ RSUs ​ Fair Value RSUs at December 31, 2022 — ​ $ — Granted 499,993 ​ 8.16 RSUs at March 31, 2023 499,993 ​ $ 8.16 ​ The expense recognized related to RSUs during the three months ended March 31, 2023 was immaterial. Other share-based compensation In accordance with the anti-dilution provisions of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. During the three months ended March 31, 2023, the Company recognized expense in the amount of $ 2.2 million related to these Class A Ordinary Shares based on their grant date fair value. Share-based Compensation Expense Share-based compensation expense for all equity arrangements for the three months ended March 31, 2023 and the period ended March 31, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ For the Three ​ January 18, 2022 ​ ​ Months Ended ​ (date of inception) to ​ ​ March 31, ​ March 31, ​ ​ 2023 ​ 2022 Research and development ​ $ 2,186 ​ $ — General and administrative ​ 180 ​ — Total share-based compensation expense ​ $ 2,366 ​ $ — ​ As of March 31, 2023, there was approximately $ 11.9 million of total unrecognized share-based compensation expense related to options granted to employees, executives, and directors under the Company’s equity plans (excluding PSOs) that is expected to be recognized over a weighted average period of 2.1 years. As of March 31, 2023, there was approximately $ 4.0 million of total unrecognized share- 20 Table of Contents based compensation expense related to RSUs granted to a director under the Company’s 2023 Equity Incentive Plan that is expected to be recognized over a weighted average period of 2.1 years. 10. Note Payable On December 8, 2022, the Company received $ 7.6 million in net proceeds from the issuance of a promissory note (the “Note”) issued to Hydra, LLC (“Hydra”) with a face amount of $ 8.0 million. The Note accrues interest at 9 % per annum. The maturity date of the Note is the earlier of (i) twelve months from the date of the Note or (ii) five business dates after the date on which the Company consummates the Business Combination. The proceeds from the Note were used to acquire the Lilly License. If the registration statement on Form S-4 relating to the Business Combination had not been declared effective by the SEC by February 15, 2023, or if the Business Combination was not consummated by March 31, 2023, Hydra had the right to accelerate the Note and receive an amount equal to 120 % of the face amount of the Note, plus accrued interest. On March 8, 2023, the Company signed a limited waiver letter under the Note, pursuant to which Hydra agreed to waive its acceleration right in consideration of the Company paying to Hydra 125 % of the principal amount (equal to $ 10.0 million in the aggregate). The Note was repaid on March 20, 2023, upon the consummation of the Business Combination. The Company elected to account for the Note at fair value (Note 4). The Company recorded any changes in the fair value of the Note during the period through other expense in the condensed consolidated statement of operations. 11. Commitments and Contingencies Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. 12. Redeemable Noncontrolling Interest As a finder’s fee for the Lilly License, the Company’s consolidated subsidiary Z33 issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach. Zura has the right, but not the obligation to purchase up to 50 % of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $ 2.448869 for a period of two years from the date of the agreement. Stone Peach has the right, but not the obligation to sell up to 50 % of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $ 2.040724 (the “Put Option”). Stone Peach may exercise its option at any time between the first anniversary and the second anniversary of the transaction. As it is not possible to specifically identify the shares that may be redeemed by exercising the Put Option, and the applicable unit of account is each share, the Company assessed that each share must be considered redeemable until the exercise or the expiration of the Put Option. Accordingly, the Z33 Series Seed Preferred Shares issued to Stone Peach represents redeemable noncontrolling interest. The redeemable noncontrolling interest is recognized at the redemption value as of the balance sheet date. As of March 31, 2023 and December 31, 2022, the redeemable noncontrolling interest balance was the redemption value of $ 10.0 million. 13. Subsequent Events Equity Award Modification On April 7, 2023, the Company and its President and Chief Operating Officer (the “COO”) entered into an agreement regarding the COO’s departure from the Company (the “Severance Agreement”). The Severance Agreement provides that, so long as the COO does not revoke the Severance Agreement and meets his obligations thereunder, 59,594 of the share options previously granted to him will become vested and exercisable, with any shares purchased under the option subject to an 18-month lockup period. The COO will be able to exercise the vested option by electing a net cashless exercise for purposes of both paying the exercise price and meeting minimum required tax withholding requirements. The terms of the Severance Agreement became effective on April 15, 2023. 21 Table of Contents New Lilly License Effective April 26, 2023, the Company’s newly-formed subsidiary ZB17 LLC (“ZB17”) entered into a License, Development and Commercialization Agreement (the “ZB17 License Agreement,” and, together with the Lilly Agreement, the “Lilly Agreements”) with Lilly, for an exclusive license (the “ZB-106 License”) to develop, manufacture and commercialize a certain bispecific antibody relating to IL-17 and BAFF (“ZB-106”) in exchange for an upfront cash payment of $ 5.8 million and 1,000,000 Class A Ordinary Shares, as well as a payment of $ 5.0 million payable upon the Company’s receipt of certain know-how, data, information and materials that Lilly is required to provide under the License Agreement. Under the ZB17 License Agreement, the Company is obligated to pay development and milestone payments up to an aggregate of $ 195 million, and up to an aggregate of $ 440 million based on thresholds of net sales. The Company is also obligated to pay Lilly an annual earned royalty at a marginal royalty rate in the mid-single digits to low-doubled digits, with increasing rates depending on net sales. Private Placement In April 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with certain individual and institutional accredited investors (the “Subscribers”) in connection with the sale by the Company (the “Private Placement”) of Class A Ordinary Shares, par value $ 0.0001 per share and pre-funded warrants (the “Pre-Funded Warrants”) (collectively, the “Securities”). Pursuant to the terms of the Subscription Agreements, each Class A Ordinary Share is being sold at a price of $ 4.25 per Share and each Pre-Funded Warrant is being sold at a price of $ 4.249 per Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $ 0.001 per Class A Ordinary Share and is exercisable for one Class A Ordinary Share at any time or times on or after April 26, 2023 until exercised in full. The Private Placement is expected to result in gross proceeds to the Company of approximately $ 80.0 million, before deducting placement agent fees and other offering expenses payable by the Company. The consummation of the Private Placement will occur in two closings, the initial closing of which occurred on May 1, 2023. The second closing will occur on such date that is the second business day following the date shareholder approval is obtained. At the initial closing, Subscribers purchased an aggregate of 3,750,000 Shares for gross proceeds of approximately $ 15.9 million. At the second closing, Subscribers have committed to purchase an aggregate of 15,073,530 Shares (including 3,782,000 Shares issuable upon exercise of Pre-Funded Warrants) for additional gross proceeds of approximately $ 64.1 million. ​ 22 Table of Contents