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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-28 · 1266 added, 1201 removed, 230 unchanged (91% of the section changed)

ITEM 9A CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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.

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.

Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex financial instruments issued by us was not effectively designed or maintained.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Internal Control Over Financial Reporting

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.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management including our Chief Executive Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2023, our Chief Executive Officer and Chief Financial Officer carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2023.

Management’s Report on Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

No Attestation Report of Registered Public Accounting Firm

This Annual Report on Form 10-K does not contain an attestation report of our registered public accounting firm regarding internal control over financial reporting since the Company, as an “emerging growth company” is not required to provide such report pursuant to Section 404.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting except for the below.

Our Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex financial instruments.

The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

ITEM 9B OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS & CORPORATE GOVERNANCE

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.

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Securities Exchange Act of 1934 that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Internal Controls

A control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

OTHER INFORMATION

On March 24, 2024, the Board of Directors approved a CEO transition from Someit Sidhu, our Founder, Chief Executive Officer and Director , to Robert Lisicki, effective April 8, 2024.

Sidhu joined Zura Bio as the founding CEO at the time Zura Bio became a public company.

Sidhu led the in-licensing of the Company’s current pipeline molecules including tibulizumab, a bispecific antibody which is a dual antagonist of BAFF and IL-17.

In addition, Dr.

Sidhu completed a successful capital raise enabling the Company to meaningfully advance the development of its assets.

Lisicki , the Company’s current President and Chief Operating Officer , will be promoted to the Company’s Chief Executive Officer on April 8, 2024 .

Sidhu will remain on the Board as a non-independent Director and Mr.

Lisicki will join the Board as a non-independent Director increasing its membership from nine Directors to ten.

Except as otherwise set forth herein, there is no arrangement or understanding between Mr.

Lisicki and any other person pursuant to which he was appointed as the Chief Executive Officer, and there are no transactions in which Mr.

Lisicki has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with the appointment, the Company expects to enter into its standard indemnification agreement with Mr.

Lisicki, on substantially the same terms as the indemnification agreements previously entered into between the Company and each of its directors and executive officers.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our current Directors and Executive Officers are as follows:

Executive Officers

Chief Executive Officer and Director

Verender Badial

Interim Chief Financial Officer

Preston Klassen

Founder, Chief Executive Officer and Director

Robert Lisicki

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

Secretary and Chief Legal Officer

Kiran Nistala

Chief Medical Officer and Head of Development

Michael Howell

Senior Vice President, Translation Medicine

Chief Scientific Officer

Verender Badial

Chief Financial Officer

Non-employee Directors

Amit Munshi (1)(2)

Director, Chairman of the Board

Sandeep Kulkarni (2)(3)

Arnout Ploos van Amstel (3)

Steve Schoch (1)

Jennifer Jarrett (1)

Neil Graham (3)

Parvinder Thiara (2)(3)

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(3) Member of the Nominating and Corporate Governance Committee

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.

Someit Sidhu, has served as a Founder, Chief Executive Officer and Director since March 2023.

He will resign from his position as Chief Executive Officer on April 8, 2024 (he will continue to serve as a director).

He 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.

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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.

Badial, has served as Chief Financial Officer since March 2023.

He 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.

Kim Davis is our Secretary and Chief Legal Officer and served in such position at Legacy Zura since September 2022.

Previously, Ms.

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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.

Gary Whale has served as Chief Technology Officer since the Business Combination and served in such position at Legacy Zura since February 2023.

Before joining Legacy Zura, Dr.

Whale was employed as Vice President, Global Head of Technical Operations at EUSA Pharma, starting in May 2020.

until the 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.

Whale was Chief Operating Officer at VHsquared, a biotech start-up company.

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.

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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.

Michael Howell has served as Chief Scientific Officer since April 2023, and previously served as Senior Vice President for Translational Medicine of Zura since December 2022.

Howell concurrently serves as Founder of Mountaineer Biosciences, Inc since January 2022, as Scientific Advisor of Ornovi, Inc.

since August 2020 and as Co-Founder of Galileo Biosystems Inc.

since June 2021.

Previously, Dr.

Howell served as Scientific Advisor of Galileo Biosystems Inc.

from February 2020 until June 2021.

From August 2020 to November 2022, Dr.

Howell was Chief Scientific Officer of DermTech, Inc.

Prior to this, Dr.

Howell was Senior Director of Translational Medicine of Incyte Corporation from October 2016 to August 2020.

In previous roles, Dr.

Howell was Principal Scientist and Associate Director at MedImmune, LLC from December 2013 to November 2016, Senior Director of Biomarker and Discovery Research at the Immune Tolerance Network from June 2012 to December 2013, and Principal Scientist of Boehringer Ingelheim GmbH from April 2010 to August 2012.

Howell holds a Bachelor of Science in Biology and Chemistry from Messiah University and a Ph.D.

in Microbiology and Immunology from West Virginia University School of Medicine.

Kiran Nistala has served as Chief Medical Officer and Head of Development since November 2023.

He is an experienced physician and immunologist with nearly two decades of expertise in translational medicine and the strategic design of clinical trials, spanning a diverse spectrum of medical disorders.

His primary areas of specialization encompass rheumatology, dermatology, and respiratory disorders.

From March 2020 to October 2023, Dr.

Nistala served as the Vice President of late-stage clinical development in Immunology at AstraZeneca, where he was instrumental to their therapeutic build in autoimmune disease.

His primary focus was on Immunology programs aimed at addressing conditions such as lupus, myositis, and eosinophilic disorders.

He led the clinical team and set the strategy for AZ’s scleroderma Phase 3 trial.

Prior to his tenure at AstraZeneca, Dr.

Nistala held a series of increasingly senior positions at GlaxoSmithKline from December 2015 to February 2020, where his contributions ranged from pivotal roles in research strategy, immune safety governance boards, design of clinical protocols and championing translational medicine initiatives.

In addition to his corporate roles, Dr.

Nistala served as an Honorary Consultant in pediatric rheumatology at Great Ormond Street Hospital for Children NHS Foundation Trust in the United Kingdom, demonstrating his commitment to both academic and clinical excellence.

Nistala earned a bachelor’s degree in Psychology from the University of Cambridge in 1993, an MBBS in 1996 and a PhD in Immunology in 2010 from University College London, and completed his scientific training with a prestigious Clinician Scientist Fellowship from the Wellcome Trust in 2015.

Robert Lisicki has served as President and Chief Operating Officer since January 2024.

He will become our Chief Executive Officer and a director on April 8, 2024.

He is an experienced executive leader with a career spanning 30 years in the biopharmaceutical industry.

Robert Lisicki has been serving on the boards of Adiso Therapeutics and Cadrenal Therapeutics, Inc.

since October 2023 and July 2023, respectively.

He served as the Chief Commercial Officer at Arena Pharmaceuticals from October 2018 to March 2022, a prominent biopharmaceutical company acquired by Pfizer for $6.7 billion in 2022.

At Arena, Mr.

Robert Lisicki had accountability for building the company’s global commercial infrastructure and contributed to its mergers and acquisitions activities totaling nearly $8.0 billion.

Prior to Arena, Mr.

Robert Lisicki served as Vice President and General Manager of Inflammation and Cardiovascular at Regeneron Pharmaceuticals.

In this dual role, he led both commercial and developmental initiatives.

His career also includes senior leadership roles as CEO and Board Member, InCarda Therapeutics;

CCO, Daiichi Sankyo, Inc.;

and VP, Amgen, with his initial experience in sales and marketing at The Janssen Pharmaceutical Companies of Johnson & Johnson.

He holds a Bachelor of Science degree in Finance and Economics from the State University of New York, Albany, New York.

Non-employee Directors

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

Most recently, Mr.

Munshi has served as the Chairman of our Board of Directors since March 2023 and with Legacy Zura since November 2022.

Currently, Mr.

Munshi is the Chief Executive Officer & President at ReNAgade Therapeutics.

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

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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.

Arnout Ploos van Amstel, has served as a director since November 9, 2023 is an executive leader in Life Sciences/Biotech with more than 30 years of business and operations experience in a wide variety of leadership positions and geographies.

Arnout consistently excelled in devising and implementing comprehensive strategies across Development, Medical, and Commercial-Access domains.

He founded Apaxcel Life Sciences GmbH in April 2019, a consulting company that supports biopharma customers in creating strategies that accelerate outcomes.

He is currently serving as strategic consultant through Apaxcel Life Sciences GmbH.

He is a founder of MoonLake Immuntherapeutics AG since January 2020, a biotech company dedicated to next-level therapies in inflammatory diseases.

From July 2010 to March 2019, he worked as the President and Managing Director and then Senior Vice President for Novartis, leading its Global Business Unit Immunology/Dermatology where he achieved remarkable portfolio growth, notably with the success of COSENTYX® (secukinumab), XOLAIR® (omalizumab) for chronic spontaneous urticaria (CSU), and with the consistent growth of "orphan blockbuster" ILARIS® (canakinumab).

Ploos van Amstel’s experience includes leadership roles at Wyeth Pharmaceuticals and Novartis with executive positions in the US, Canada, Greece, the Netherlands and Switzerland.

He was born and raised in the Netherlands and holds a Master’s degree in Economics from the University of Groningen.

Jennifer Jarrett, has served as a director since March 2023 and with Legacy Zura since January 2023.

Jarrett 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.

from the Stanford Graduate School of Business.

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

Neil Graham M.B.B.S., M.D., M.P.H.

, has served as a director since March 2023 and with Legacy Zura since January 2023.

Graham, 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.

Parvinder Thiara has served as a member of our board of directors since June 2022.

Thiara founded Athanor Capital in January 2017, a New York-based hedge fund manager, and currently serves as its Chief Investment Officer.

Thiara also serves as a member of Tourmaline Bio’s board of directors since September 2022.

Previously, Mr.

Thiara held various roles at D.E.

Shaw & Co., including most recently as a Senior Vice President.

Thiara earned a B.A.

degree in Chemistry from Harvard College and an M.Sc.

degree in Theoretical Chemistry from Oxford University as a Rhodes Scholar.

ZB believes Mr.

Thiara is qualified to serve on its board of directors due to his medical and scientific background, combined with his significant experience as a manager and investor in the life sciences industry.

Kulkarni, M.D., has served as a director of Zura since March 2023 and served as a Director of Legacy Zura since March 31, 2022.

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

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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.

Steve Schoch, has served as a director since March 2023 and with Legacy Zura since January 2023.

He 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.

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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 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 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

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.

Nasdaq requires that a majority of our board must be composed of “independent directors,” which 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.

Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors determined each of Amit Munshi, Sandeep Kulkarni, Arnout Ploos van Amstel, Steve Schoch, Jennifer Jarrett, Neil Graham and Parvinder Thiara is “independent” as that term is defined under Nasdaq listing standards.

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

Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties.

Any affiliated transactions must be approved by a majority of our independent and disinterested directors.

Audit Committee

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.

The members of our audit committee are 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.

Steven Schoch serves as the chair of the audit committee.

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

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

The primary purpose of the audit committee is to discharge the responsibilities of our 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:

7 unchanged sentences

Compensation Committee

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 compensation committee consists of Sandeep Kulkarni, Amit Munshi and Parvinder Thiara.

The chair of the compensation committee is Sandeep Kulkarni.

The Zura 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:

Specific responsibilities of the compensation committee include:

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

3 unchanged sentences

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.

The nominating and governance committee consists of Arnout Ploos van Amstel, Neil Graham, Sandeep Kulkarni and Parvinder Thiara.

The chair of the nominating and corporate governance committee is Parvinder Thiara.

The Zura 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:

5 unchanged sentences

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.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally 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 Nominating Committee will consider a number of qualifications relating to management and leadership experience, background, integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

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

Fiduciary Duties

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

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

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

directors should not properly fetter the exercise of future discretion;

duty to exercise powers fairly as between different sections of shareholders;

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

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 of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Code of Conduct and Ethics

The Zura board has adopted a Code of Ethics.

The Code of Ethics applies to all of our employees, officers, and directors, as well as all of our contractors, consultants, suppliers, and agents in connection with their work for Zura.

The full text of our Code of Ethics has been posted on our website, which can be found at www.zurabio.com.

We intend 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 our website is not incorporated by reference into this annual report, and you should not consider the information contained on our website to be part of this annual report.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our Ordinary shares to file reports of ownership and changes in ownership with the SEC.

These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of such Forms, we believe that during the year ended December 31, 2021 there were no delinquent filers.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees..

You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

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

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated memorandum and articles of association provides that our officers and directors will be indemnified by us to the fullest extent authorized by Cayman Islands law, as it now exists or may in the future be amended.

In addition, our amended and restated memorandum and articles of association will provide that our directors will not be personally liable for monetary damages to us or our shareholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our shareholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful share purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association.

Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Cayman Islands law would permit such indemnification.

We will purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Except with respect to any public shares they may acquire in this offering or thereafter (in the event we do not consummate an initial business combination), our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account, and not to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification.

These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner during 2023.

EXECUTIVE COMPENSATION

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.

This section discusses the material components of executive compensation for our 2023 named executive officers.

Our named executive officers for fiscal year ended December 31, 2023 are:

● Someit Sidhu, our Chief Executive Officer;

● Verender Badial, our Chief Financial Officer;

● Kim Davis, our Chief Legal Officer;

● Michael Howell, our Chief Scientific Officer;

● Chris Cabell, our former Chief Medical Officer and Executive Vice President;

● Preston Klassen, our former President and Chief Operating Officer;

The following table sets forth information concerning the total compensation of the following persons, whom we refer to as our named executive officers:

(i) our Chief Executive Officer and our Chief Financial Officer, (ii) our next two most highly compensated executive officers on December 31, 2023 and (iii) two individuals who would have been included in this table but for the fact that such individuals were not serving as an executive officer as of December 31, 2023.

Summary Compensation Table

Incentive Plan

Option Awards

Name and Principal Position

Someit Sidhu Chief Executive Officer

10,202,828.46

10,645,765.01

Verender Badial Chief Financial Officer

Kim Davis Chief Legal Officer

Michael Howell Chief Scientific Officer

Chris Cabell (3) former Chief Medical Officer and Executive Vice President

Preston Klassen (4) former President and Chief Operating Officer

(1) The amounts in this column represent the aggregate grant-date fair value of awards granted to each named executive officer under our equity incentive plans, computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

(2) The amounts in this column represent the applicable named executive officer’s total annual performance-based cash bonus for the year ending December 31, 2023.

Cabell resigned effective January 2024.

Klassen resigned effective April 2023.

(5) All other compensation in 2023 include government mandated defined contribution plan, employer paid benefits, travel expenses, business reimbursements, and others.

Narrative to the Summary Compensation Table

We review compensation annually for all employees, including our named executive officers.

In setting our named executive officers’ base salaries and bonuses and granting equity incentive awards, we seek to align pay for performance and consider, among other factors, compensation for comparable positions in the market, the historical compensation levels of our named executive officers, individual performance as compared to our expectations and objectives, our desire to motivate our named executive officers to achieve short- and long-term results that are in the best interests of our shareholders, and a long-term commitment to our company.

Base Salaries

In 2023, each of the named executive officers received an annual base salary to compensate them for services rendered to us.

The base salary payable to each named executive officer was intended to provide a fixed component of compensation reflecting such executive’s skill set, experience, role, and responsibilities.

Annual Cash Bonuses

In 2023, each named executive officer was eligible to earn his/her bonus based on the attainment of company and individual performance metrics, as determined by the Board, in its discretion.

The actual annual cash bonuses awarded to each named executive officer for 2023 performance are set forth above in the Summary Compensation Table in the column titled “Bonus”.

Employment Agreements with Our Named Executive Officers

On April 7, 2023, the Company entered into a Service Agreement with its Chief Executive Officer, Dr.

Someit Sidhu (the “Sidhu Agreement”), effective as of March 20, 2023.

The terms of the Sidhu Agreement provide the following compensation and benefits while he is employed as Chief Executive Officer:

● Annual salary equal to £425,000.

● Eligibility to earn a discretionary bonus.

● Participation in the Company’s benefit plans and reimbursement of Dr.

Sidhu’s reasonable travel, hotel and entertainment expenses.

The Sidhu Agreement may be terminated by either party giving the other not less than three (3) months’ prior notice, subject to the Company’s right to buy out the three month notice period in its discretion by providing garden leave and its right to terminate this agreement immediately for cause (as defined under the Sidhu Agreement) without further payment of compensation except as required by law or for reimbursement of eligible incurred expenses.

Sidhu’s employment is terminated by the Company without cause, Dr.

Sidhu will be entitled to receive severance payments equal to six (6) months’ salary, subject to signing a release and complying with the obligations under his agreement.

The Sidhu Agreement also contains certain customary obligations, including confidentiality and cooperation.

Verender Badial

On April 7, 2023, the Company entered into a Service Agreement with its Chief Financial Officer, Verender Badial (the “Badial Agreement”), effective as of March 20, 2023.

The terms of the Badial Agreement are substantially the same as the Sidhu Agreement except that Mr.

Badial’s salary is £336,000.

It is anticipated that the Company will provide notice to terminate Mr.

Badial’s employment without cause (as defined in the Badial Agreement) once the Company employs a successor Chief Financial Officer, at which point Mr.

Badial would be entitled to severance payments equal to six (6) months’ salary, subject to signing a release and complying with the obligations under his agreement.

The Badial Agreement also contains certain customary obligations, including confidentiality and cooperation.

Kiran Nistala

On November 30, 2023, the Company entered into a Service Agreement with Dr.

Kiran Nistala, our Executive Vice President and Chief Medical Officer (the “Nistala Agreement”).

The terms of the Nistala Agreement provide the following compensation and benefits while he is employed:

● Annual salary equal to GBP £320,000.

● Eligibility to earn a performance bonus of up to 40% of his annual salary, based on performance.

● Participation in the Company’s benefit plans.

Under the terms of the Nistala Agreement, the Company may terminate the employment for cause under the Nistala Agreement with immediate effect without notice and with no liability to make any further payment to Dr.

Kiran Nistala.

Robert Lisicki

On January 3, 2024, the Company entered into an employment agreement with Mr.

Robert Lisicki, our President and Chief Operating Officer (the “Lisicki Agreement”).

The terms of the Lisicki Agreement provide the following compensation and benefits while he is employed:

● Annual salary equal to $440,000.

● Eligibility to earn a performance bonus of up to 40% of his annual salary, based on performance.

● Participation in the Company’s benefit plans.

Under the terms of the Lisicki Agreement, the Company may terminate the Lisicki Agreement at any time, with or without cause, for any reason or no reason whatsoever by the Company upon no less than ninety (90) calendar days’ written notice, or by Mr.

Robert Lisicki upon no less than ninety (90) calendar days’ written notice, unless a lesser time is mutually agreed upon by both parties.

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information regarding outstanding equity awards for each of our named executive officers as of December 31, 2023:

Option Awards

Market Payout

Unearned Shares,

Units or Other

Shares, Units or

that have not

Unexercisable

5/18/2023 (1)

Verender Badial

5/18/2023 (2)

3/15/2023 (3)

5/18/2023 (3)

Michael Howell

3/15/2023 (4)

5/18/2023 (4)

3/15/2023 (5)

5/18/2023 (5)

Preston Klassen

(1) 25% of the options vest on May 18, 2024 and 2.083% vest at the end of each month thereafter.

(2) 25% of the options vest on May 18, 2024 and 2.083% vest at the end of each month thereafter.

(3) 25% of the RSUs vest on May 18, 2024, 2025, 2026 and 2027, respectively;

25% of the options vest on March 15, 2024 and 2.083% vest at the end of each month thereafter.

(4) 25% of the RSUs vest on May 18, 2024, 2025, 2026 and 2027, respectively;

25% of the options vest on March 15, 2024 and 2.083% vest at the end of each month thereafter.

(5) 25% of the RSUs vest on May 18, 2024, 2025, 2026 and 2027, respectively;

25% of the options vest on March 15, 2024 and 2.083% vest at the end of each month thereafter.

Equity Incentive Plan Information

For equity incentive plan information, see Note 9 to the Notes to Consolidated Financial Statements.

Compensation of Directors

For the year ended December 31, 2023, the Company paid each non-employee director certain directors’ fees to serve on the board.

Options to purchase Class A Ordinary Shares may be issued in addition to the director’s annual fee.

Expenses incurred in attending Board of Director meetings and committee meetings may be reimbursed.

The following table describes all compensation for each director for the year ended December 31, 2023.

Equity Incentive Plan

Compensations

11,097,330.22

Garry Neil (2)

Sandeep Kulkarni

Parvinder Thiara

Arnout Ploos van Amstel

(1) The amounts in this column represent the aggregate grant-date fair value of awards granted to each named director and former director, computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

Neil resigned effective November 2023.

(3) All other compensation in 2023 include travel expenses, business reimbursements, and others.

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

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.

The following table sets forth certain information known to us regarding the beneficial ownership of our Class A ordinary shares as of March 25, 2024 by:

(i) each of our Named Executive Officers;

(ii) each of our executive officers and directors;

(iii) all of our executive officers and directors as a group;

and (iv) each person or entity, or group of affiliated persons or entities, known by us to beneficially own more than 5% of our outstanding ordinary shares.

Information with respect to beneficial ownership is based on information furnished to us by each director, executive officer or shareholder who holds more than 5% of our outstanding ordinary shares, and Schedules 13G or 13D filed with the SEC, as the case may be.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security, and includes options and warrants that are currently exercisable within 60 days of March 15, 2024.

Options and warrants to purchase Class A ordinary shares that are exercisable within 60 days of March 15, 2024 are deemed to be beneficially owned by the persons holding these options and warrants for the purpose of computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage.

Except as indicated in the footnotes below, each of the beneficial owners named in the table below has, to our knowledge, sole voting and investment power with respect to all Class A Ordinary Shares listed as beneficially owned by him or her, except for Class A Ordinary Shares owned jointly with that person’s spouse.

We have based our calculation of beneficial ownership on 43,593,678 of our Class A Ordinary Shares outstanding as of March 26, 2024.

Unless otherwise indicated, the address for each of the shareholders in the table below is c/o Zura Bio Limited, 1489 W.

Warm Springs Rd., #110, Henderson, Nevada.

Percentage of

Name and Address of Beneficial Owner (1)

Name of Beneficial Owner

5% and Greater Shareholders:

JATT Ventures, L.P.

Athanor Capital, L.P.

JATT Ventures, L.P.

Hana Immunotherapeutics LLC (3)

Deep Track Biotechnology Master Fund Ltd.

AI Biotechnology LLC (5)

Ewon Comfortech Co., Ltd.

Willow Gate LLC (10)

Averill Master Fund, Ltd.

Stone Peach Properties LLC (9)

Ewon Comfortech Co., Ltd.

Executive Officers and Directors:

1 unchanged sentence

Verender Badial (11)

Preston Klassen (9)

Chris Cabell (12)

Kim Davis (13)

Theresa Lowry (12)

Gary Whale (14)

2 unchanged sentences

Sandeep Kulkarni (17)

Garry Neil (17)

Arnout Ploos van Amstel (18)

Steve Schoch (19)

1 unchanged sentence

Neil Graham (21)

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”).

Parvinder Thiara (1)

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

(*) Represents beneficial ownership of less than 1%.

(1) Consists of (i) 3,357,742 Class A ordinary shares that are held of record by Athanor Master Fund, LP, a Cayman Islands limited partnership (“Athanor MF”) and (ii) 1,443,891 Class A ordinary shares that 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.

4 unchanged sentences

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, 21 st Floor, New York, NY 10019.

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

The amount reported in this table does not include 500,000 Shares that Mr.

Thiara agreed to purchase pursuant to that certain Subscription Agreement, dated May 26, 2023, by and among Mr.

Thiara and Zura, which Mr.

Thiara assigned to Willow Gate pursuant to that certain Assignment and Assumption Agreement, dated May 9, 2023, by and among Mr.

Thiara and Willow Gate LLC.

The table also excludes options held by Mr.

Thiara to purchase 48,149 Class A ordinary shares that are not exercisable within 60 days of March 15, 2024.

(2) Includes securities owned by JATT Ventures, L.P.

a Cayman Islands exempted limited partnership (the “Sponsor”), which is the record holder of 351,000 Class A ordinary shares, including 2,738,701 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 Class A ordinary shares held by the Sponsor and separately and beneficially owns an additional 4,543,719 Class A ordinary shares, including 1,750,000 Class A ordinary shares underlying public warrants and 656,573 Class A ordinary shares underlying the private warrants.

(3) Consists of Class A ordinary shares, which are held of record by Hana Immunotherapeutics LLC (“Hana”).

Chris Kim is the controlling shareholder of Hana.

2 unchanged sentences

#625, La Palma, CA 90623.

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

(4) Includes pre-funded warrants to purchase 1,682,000 shares of Class A ordinary shares.

The pre-funded warrants do not allow for an exercise that would result in the holder of such pre-funded warrants (together with its affiliates, any “group” or any other persons whose beneficial ownership could be aggregated with the holder) would beneficially own more than 9.99% of the Class A ordinary shares outstanding immediately following exercise.

Deep Track Biotechnology Master Fund, Ltd.

has a principal address of 200 Greenwich Ave., Suite 3, Greenwich CT 06830-2506.

(5) Includes pre-funded warrants to purchase 2,100,000 shares of Class A ordinary shares.

AI Biotechnology LLC has a principal address c/o Access Industries Management LLC, 40W 57 th St.

FL 28, New York, NY 10019-4012.

(6) Consists of Class A ordinary shares, including 1,653,466 of the Company’s Class A ordinary shares underlying private placement warrants, which are held of record by Ewon Comfortech Co., Ltd.

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

(7) Consists of 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”).

(8) Averill Master Fund, Ltd.

has a principal address c/o Suvretta Capital Management LLC, 540 Madison Ave.

FL 7, New York, NY 10022-3213.

(9) Consists of Class A ordinary shares, which are held of record by Stone Peach Properties LLC (“Stone Peach”).

Baljit Lehal 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.

(10) Consists of 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.

Includes 500,000 shares acquired on June 5, 2023, pursuant to that certain Subscription Agreement, dated May 26, 2023, by and among Mr.

Thiara and Zura, which Mr.

Thiara assigned to Willow Gate pursuant to that certain Assignment and Assumption Agreement, dated May 9, 2023, by and among Mr.

Thiara and Willow Gate LLC.

(11) Excludes options held by Mr.

Badial to purchase 575,000 Class A ordinary shares that are not exercisable within 60 days of March 15, 2024.

(12) Pursuant to certain Severance And General Release Agreement dated January 18, 2024 with Mr.

Cabell, 67,525 of his stock options and 40,515 of his RSUs became vested and exercisable as of January 18, 2024.

The rest of his unvested options and RSUs were canceled and forfeited.

(13) Excludes (i) options held by Ms.

Davis to purchase 146,306 Class A ordinary shares that are not exercisable within 60 days of March 15, 2024, and (ii) 492,381 restricted share units held by Ms.

Davis that do not vest within 60 days of March 15, 2024.

(14) Excludes options held by Dr.

Whale to purchase 168,151 Class A ordinary shares that are not exercisable within 60 days of March 15, 2024.

(15) Excludes (i) options held by Dr.

Howell to purchase 135,051 Class A ordinary shares that are not exercisable within 60 days of March 15, 2024, and (ii) 114,395 restricted share units held by Dr.

Howell that do not vest within 60 days of March 15, 2024.

(16) Excludes equity grants consisting of (i) 374,995 Class A ordinary shares underlying RSUs granted to Mr.

Munshi which will vest in four equal annual installments commencing on March 15, 2024, (ii) performance shares providing Mr.

Munshi the option to purchase 306,373 Class A ordinary shares at an exercise price per share equal to $8.16, the fair market value of a 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 Class A ordinary shares is over $30 per share at any time prior to March 20, 2028 (the fifth anniversary of the closing of the merger of ZBHL with a wholly-owned subsidiary of JATT), and (iii) 1,130,000 options granted on June 1, 2023.

The Class A ordinary shares underlying the RSUs and options are excluded because they may not vest and will not be issued within 60 days of March 15, 2024.

The performance shares underlying the options are excluded because it is indeterminable whether such options will become exercisable within 60 days of March 15, 2024.

(17) Excludes options held by Dr.

Kulkarni to purchase 413,034 Class A ordinary shares.

140,353 options are exercisable and vest within 60 days of March 15, 2024.

(18) Excludes options held by Dr.

Ploos van Amstel to purchase 48,149 Class A ordinary shares not exercisable or vest within 60 days of March 15, 2024.

(19) Excludes options held by Mr.

Schoch to purchase 20,406 Class A ordinary shares, 3,720 of which are exercisable and vest within 60 days of March 15, 2024.

(20) Excludes options held by Ms.

Jarrett to purchase 20,406 Class A ordinary shares, 3,720 of which are exercisable and vest within 60 days of March 15, 2024.

(21) Excludes options held by Dr.

Graham to purchase 20,406 Class A ordinary shares, 3,720 of which are exercisable and vest within 60 days of March 15, 2024.

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 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 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

Our sponsor has, pursuant to a written agreement, purchased an aggregate of 5,910,000 private placement warrants for a purchase price of $1.00 per warrant in a private placement that occurred simultaneously with the closing of our IPO offering.

As such, our sponsor’s interest in this transaction is valued at $5,910,000.

Each private placement warrant entitles the holder thereof to purchase one share of our Class A ordinary shares at a price of $11.50 per share.

The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Administrative Services Agreement

Commencing on the closing of our IPO, we have paid 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.

There is no cap or ceiling on payments that may be made to our sponsor, officers, directors or any of their respective affiliates.

Registration Rights

Holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and any Warrants issued upon conversion of working capital loans (and their underlying securities), if any, have registration rights pursuant to a registration rights agreement.

The holders of a majority of these securities are entitled to make up to three demands;

excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed by us subsequent to the completion of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Related Party Notes

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 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.

The value of our sponsor’s interest in this transaction corresponds to the principal amount outstanding under any such loan.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

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 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.

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

The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions:

(i) in which the company was or is to be a participant;

(ii) the amount of which exceeds (or is reasonably expected to exceed) $120,000 in the aggregate over the duration of the transaction (without regard to profit or loss);

and (iii) in which a “related party” had, has or will have a direct or indirect material interest.

“Related parties” under this policy will include:

(i) our directors, nominees for director or executive officers;

(ii) any record or beneficial owner of more than 5% of any class of our voting securities;

(iii) any immediate family member of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act.

Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto.

Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

Lilly ZB17 License

Effective April 26, 2023, ZB17 entered into the Lilly-ZB17 License Agreement with Lilly, pursuant to which Lilly granted to ZB17 the Lilly-ZB17 License to develop, manufacture and commercialize a certain bispecific antibody relating to IL-17 and BAFF (“ZB-106”) in the field (meaning all uses including any and all human therapeutic, diagnosis, prevention, amelioration and prophylactic uses) worldwide.

During certain specified periods, Lilly shall have the exclusive right to evaluate certain clinical trial results and determine whether it wishes to negotiate an agreement for the further development and commercialization of ZB-106 by Lilly.

If Lilly provides notice to the Company before the expiry of the applicable period that it wishes to seek to negotiate an agreement, the parties will have good faith negotiations to agree commercially reasonable terms and conditions.

The Lilly-ZB17 License is sublicensable without Lilly’s consent to an affiliate of ZB17, provided that ZB17 provides prior written notice to Lilly.

Lilly’s consent is required to sublicense to any third party other than a contact research organization or contract development and manufacturing organization.

In all cases the sublicense must have terms consistent with the Lilly License.

Neither ZB17 nor Lilly may assign its rights and obligations without the other party’s prior written consent, unless such transfer is to an affiliate or in the event of a change of control, in which case notice must be provided.

Lilly retains certain rights under the License Agreement, including its unrestricted ability to use certain intellectual property rights related to ZB-106 for Lilly’s and its affiliates’ research purposes.

If ZB17 fails to comply with any of its obligations under the License Agreement, Lilly may have the right to terminate the License, in which event the Company would not be able to market any product related to ZB-106.

As consideration, ZB17 will pay Lilly an irrevocable, non-refundable upfront fee of $18,590,000 divided into three tranches:

the first tranche of $5,750,000 was paid in connection with the signing of the Lilly-ZB17 License;

the second tranche consisted of 1,000,000 Class A Ordinary Shares issued pursuant to the Equity Grant Agreement (as defined and further described below);

and the third tranche will be due and payable within ten business days of ZB17’s receipt of certain know-how, data, information and materials that Lilly is required to provide under the License Agreement.

In addition, ZB17 agreed to the following additional payment terms:

● pay Lilly four development milestone payments up to an aggregate of $155 million;

● pay Lilly sales milestone payments up to an aggregate of $440 million based on respective thresholds of net sales of products developed from ZB-106;

● pay Lilly over a multi-year period (twelve years, or upon the later expiration of regulatory exclusivity of ZB-106 in a country) an annual earned royalty at a marginal royalty rate in the mid-single digits to low-double digits, with increasing rates depending on net sales (as defined in the Lilly-ZB17 License Agreement) in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of years.

Pursuant to the Lilly-ZB17 License Agreement, ZB17 is required to prepare a development plan to develop and seek regulatory approval for ZB-106 in several countries and then to commercialize each product where regulatory approval is obtained.

If ZB17 fails to comply with the obligations under the Lilly-ZB17 License Agreement, or if ZB17 uses the licensed intellectual property in an unauthorized manner, ZB17 may be required to pay damages and Lilly may have the right to terminate the license.

Upon expiry of the Lilly-ZB17 License Agreement, the Lilly-ZB17 License shall become fully paid-up, non-exclusive, royalty-free, perpetual and irrevocable.

No royalty or milestone payments have been paid to date under the Lilly-ZB17 License Agreement.

ZB-106 Equity Grant Agreement

Concurrently with the execution of the Lilly-ZB17 License Agreement, as partial consideration for Lilly entering into the Lilly-ZB17 License Agreement, the Company and Lilly entered into that certain Equity Grant Agreement (the “ZB-106 Equity Grant Agreement”), dated as of April 26, 2023, pursuant to which the Company agreed to issue and grant to Lilly 1,000,000 Shares (the “Lilly Shares”) in a private placement transaction.

The ZB-106 Equity Grant Agreement also contains customary representations, warranties, and covenants of each of the Company and Lilly.

The closing under the Equity Grant Agreement occurred on May 3, 2023.

Other than the benefit of the Lilly-ZB17 License Agreement with ZB17, the Company did not receive any consideration from Lilly for the issuance of the Lilly Shares.

In connection with the Equity Grant Agreement, the Company agreed to register the Lilly Shares under a Registration Rights Agreement (the “Registration Rights Agreement”).

The Registration Rights Agreement will govern the registration of the Lilly Shares for resale and includes certain customary registration rights requiring the company to file a registration statement with respect to the Lilly Shares.

April 2023 Private Placement Financing

Zura agreed to sell an aggregate of approximately 18.8 million Shares, and pre-funded warrants in lieu of Shares, to certain accredited institutional investors in the April 2023 Private Placement (as defined above).

The April 2023 Private Placement resulted in gross proceeds to Zura of approximately $80 million in cash, before deducting placement agent fees and other offering expenses payable by Zura.

In addition, Lilly received an aggregate of approximately $4.25 million in Shares in lieu of a portion of the upfront cash paid by Zura as consideration for the licensing transaction for ZB-106.

The ZB-106 Private Placement was led by Deep Track Capital, Great Point Partners, Suvretta Capital, and a leading life sciences-focused investment fund, alongside several additional new and existing investors.

Pursuant to the terms of the subscription agreements entered into with the investors in the April 2023 Private Placement (the “Second PIPE Subscription Agreements”), each Class A ordinary share was sold at a price of $4.25 per share and each pre-funded warrant was sold at a price of $4.249 per pre-funded warrant.

Each pre-funded warrant will have an exercise price of $0.001 per Class A ordinary share.

At the initial closing, investors have committed to purchase an aggregate of approximately 3.8 million Class A ordinary shares for a total of approximately $16 million in gross proceeds, excluding the shares issued to Lilly.

At the second closing, which occurred on June 5, 2023, investors purchased an aggregate of approximately 15 million Class A ordinary shares and pre-funded warrants for an additional total of approximately $64 million in gross proceeds.

Following the final closing of the April 2023 Private Placement, Zura has $120 million in cash and cash equivalents on hand, which it believes will be sufficient to fund its planned operating expenses and capital expenditure requirements through 2026.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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.

The following is a summary of fees paid or to be paid to WithumSmith+Brown, PC, or Withum, 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 Withum in connection with regulatory filings.

The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information for the respective periods, registration statements for the IPO and for the proposed business combination and other required filings with the SEC was $0.7 million for the fiscal year ended December 31, 2023.

We paid $0.7 million and the balance amount to be paid was $-0- at December 31, 2023.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

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.

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 Withum for consultations concerning financial accounting and reporting standards for the fiscal year ended December 31, 2023.

We did not pay Withum for tax planning and tax advice for the fiscal year ended December 31, 2023.

All Other Fees .

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.

We did not pay Withum any other fees for the fiscal year ended December 31, 2023.

Pre-Approval Policy

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

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

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.

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

(a) The following documents are filed as part of this Annual Report on Form 10-K:

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Form 10-K:

(1) Financial Statements:

The financial statements listed on the Financial Statements’ Table of Contents

Not applicable

(b) Exhibits:

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibit Index

Memorandum and Articles of Association (1)

Form of Amended and Restated Memorandum and Articles of Association (2)

Specimen Unit Certificate (1)

Specimen Class A Ordinary Share Certificate (1)

Specimen Warrant Certificate (1)

Warrant Agreement, dated as of July 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (2)

Letter Agreements, dated July 13, 2021, by and among the Company and its officers, directors, the Sponsor and the other parties named therein (2)

Promissory Note dated March 22, 2021 issued to the sponsor (1)

Administrative Services Agreement, dated July 13, 2021, by and between the Company and the Sponsor (2)

Investment Management Trust Agreement, dated as of July 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (2)

Registration and Shareholder Rights Agreement, dated as of July 13 2021, by and among the Company, the Sponsor and certain security holders

Securities Subscription Agreement, dated March 22, 2021 between the Registrant and the sponsor (1)

Private Placement Warrants Purchase Agreement, dated as of July 13, 2021, by and between the Company and the Sponsor (2)

Indemnification Agreements, each dated as of July 13, 2021, by and between the Company and each of the officers and directors of the Company (2)

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

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.

Certification of Principal Financial 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.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules:

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report.

Third Amendment dated as of January 13, 2023 to the Business Combination Agreement by and among JATT Acquisition Corp., JATT Merger Sub, JATT Merger Sub 2, Zura Holdings, Ltd.

and Zura Bio Limited (incorporated by reference to Exhibit 2.1 of JATT’s Current Report on Form 8-K (File No.

001-40598), filed with the SEC on January 19, 2023).

Form of Pre-Funded Warrant to Purchase Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 3, 2023).

Description of registrant's securities.

License Agreement between Zura Bio Limited and Lonza Sales AG, dated July 22, 2022 (incorporated by reference to Exhibit 10.17 of JATT’s Form S-4/A (File No.

333-267005) filed with the SEC on February 17, 2023).

License, Development and Commercialization Agreement, dated as of December 8, 2022, by and between Eli Lilly and Company and Z33 Bio Inc (incorporated by reference to Exhibit 10.22 of JATT’s Form S-4/A (File No.

333-267005) filed with the SEC on February 17,2023).

Zura Bio Limited 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.29 of JATT’s Form S-4/A (File No.

333-267005) filed with the SEC on February 2, 2023).

Form of Subscription Agreement by and among Zura Bio Limited and the other parties signatories thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 3, 2023).

Severance and General Release Agreement, dated April 7, 2023, by and between Zura Bio Limited and Preston Klassen (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 7, 2023).

Form of Employment Agreement for Someit Sidhu (incorporated by reference to Exhibit 10.31 of JATT’s Form S-4/A (File No.

333-267005) filed with the SEC on February 8, 2023).

Form of Second PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 2, 2023).

Share Option Award Agreement (incorporated by reference to Annex C of the Definitive Proxy Statement on Schedule 14A filed by the Issuer with the SEC on May 19, 2023).

License, Development and Commercialization Agreement between ZB17 LLC and Eli Lilly and Company, dated April 26, 2023 (incorporated by reference to Exhibit 10.38 to the Registration Statement filed by the Issuer with the SEC on August 25, 2023)

Service Agreement, dated as of April 7, 2023, by and between the Company and Dr.

Someit Sidhu (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2023).

Service Agreement, dated as of April 7, 2023, by and between the Company and Verender Badial (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2023).

Offer Letter, dated March 2, 2023, to Amit Munshi, (incorporated by reference to Exhibit 10.28 of JATT’s Form 10-Q (File No.

001-40598) filed with the SEC on May 12, 2023).

Service Agreement between Zura Bio Limited and Kiran Nistala (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 6, 2023).

Employment Agreement between Zura Bio Limited and Robert Lisicki (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 8, 2023).

List of Subsidiaries of Zura Bio Limited (incorporated by reference to Exhibit 21.2 of JATT’s Form S-4/A (File No.

333-267005) filed with the SEC on October 25, 2022).

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

XBRL Instance Document.

2 unchanged sentences

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Extension Labels Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

(1) Incorporated herein by reference to the exhibits to the Company’s Registration Statement on Form S-1/A, filed with the SEC on July 6, 2021.

(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.

ZURA BIO LIMITED (FORMERLY JATT ACQUISITION CORP)

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Indicates management contract or compensatory plan or arrangement.

The Registrant has redacted provisions or terms of this Exhibit pursuant to Regulation S-K Item 601(b)(10)(iv).

While portions of the Exhibits have been omitted, these Exhibits include a prominent statement on the first page of each redacted Exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential.

The Registrant agrees to furnish an unredacted copy of the Exhibit to the SEC upon its request.

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601.

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

* Portions of this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Zura Bio Limited

March 28, 2024

2 unchanged sentences

Chief Executive Officer

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, MD

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report 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 and Director

March 28, 2024

Someit Sidhu, MD

(Principal Executive Officer)

/s/ Verender Badial

Chief Financial Officer

/s/ Verender S.

March 28, 2024

(Principal Financial and Accounting Officer)

Chief Operating Officer and Director

Verender Badial

(Principal Financial Officer)

/s/ Amit Munshi

Director and Chairman of the Board

Director, Chairman of the Board

March 28, 2024

2 unchanged sentences

Sandeep Kulkarni

/s/ Garry Neil

/s/ Arnout Ploos van Amstel

March 28, 2024

Arnout Ploos van Amstel

/s/ Steve Schoch

5 unchanged sentences

March 28, 2024

INDEX TO FINANCIAL STATEMENTS

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

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

/s/ Parvinder Thiara

March 28, 2024

Parvinder Thiara

ZURA BIO LIMITED

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

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

Opinion on the Financial Statements

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.

Zura Bio Limited:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Zura Bio Limited (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in redeemable noncontrolling interest, convertible preferred shares, and shareholders’ equity (deficit), and cash flows for the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) through December 31, 2022, and the related consolidated notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) through December 31, 2022, 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 audits.

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

Our responsibility is to express an opinion on these consolidated 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.

1 unchanged sentence

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.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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.

1 unchanged sentence

Accordingly, we express no such opinion.

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 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.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements.

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

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

/s/ Marcum LLP

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2022.

East Brunswick, New Jersey

March 27, 2024

(Formerly JATT Acquisition Corp)

CONSOLIDATED BALANCES SHEET

December 31, 2022

December 31, 2021

PCAOB ID Number 100

PART I—FINANCIAL INFORMATION

Financial Statements.

Zura Bio Limited

Consolidated Balance Sheets

(In thousands, except share data)

Current assets:

Prepaid expenses

Cash and cash equivalents

Prepaid expenses and other current assets

Total current assets

Investments held in Trust Account

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

Deferred offering costs

Liabilities, Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders’ Equity (Deficit)

Current liabilities:

Accounts payable

Accounts payable - related party

Accrued expenses

Note Payable - related party

Accounts payable and accrued expenses

Research and development license consideration liability

Total current liabilities

Deferred underwriting commissions

Derivative warrant liabilities

Private placement warrants

Total liabilities

Commitments and Contingencies

Class A ordinary shares subject to possible redemption;

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:

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

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 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 at December 31, 2022 and December 31, 2022

Commitments and contingencies (Note 12)

Redeemable noncontrolling interest

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 December 31, 2023 and 2022, respectively

Shareholders’ Equity (Deficit):

Preferred Shares, $ 0.0001 par value, 1,000,000 and - 0 - authorized as of December 31, 2023 and 2022, respectively;

- 0 - issued and outstanding as of December 31, 2023 and 2022

Class A Ordinary Shares, $ 0.0001 par value, 300,000,000 authorized, 43,593,678 issued and outstanding as of December 31, 2023;

1,884,649 authorized, 279,720 issued and outstanding as of December 31, 2022

Additional paid-in capital

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 consolidated financial statements.

(Formerly JATT Acquisition Corp)

Total Zura Bio Limited shareholders’ equity (deficit)

Noncontrolling interest

Total shareholders’ equity (deficit)

Total liabilities, redeemable noncontrolling interest, convertible preferred shares, and shareholders’ equity (deficit)

See accompanying notes to consolidated financial statements.

Zura Bio Limited

Consolidated Statements of Operations

(In thousands, except share and per share data)

For the Period from

March 10, 2021

January 18, 2022

For the Year Ended

General and administrative expenses

General and administrative expenses - related party

(date of inception) to

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

( 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 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

Basic net income per share, Class A ordinary shares

Diluted net income per share, Class A ordinary shares

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 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

Other expense/(income), net:

Other expense, net

Interest income

Dividend income

Change in fair value of private placement warrants

Change in fair value of note payable

Total other expense/(income), net

Loss before income taxes

Income tax benefit

Net loss before redeemable noncontrolling interest

Net loss attributable to redeemable noncontrolling interest

Accretion of redeemable noncontrolling interest to redemption value

Deemed contribution from redeemable noncontrolling interest

Deemed dividend to redeemable noncontrolling interest

Net loss attributable to Class A Ordinary Shareholders of Zura

Net loss per share attributable to Class A Ordinary Shareholders of Zura, basic and diluted

Weighted-average Class A Ordinary Shares used in computing net loss per share attributable to Class A Ordinary Shareholders of Zura, basic and diluted

See accompanying notes to consolidated financial statements.

Zura Bio Limited

Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders’ Equity (Deficit)

(In thousands, except share data)

Convertible Preferred

Noncontrolling

Ordinary Shares (1)

Noncontrolling

Shareholders’

Balance — March 10, 2021 (inception)

Issuance of Class B ordinary shares to Sponsor

Deemed capital contribution by Sponsor (restated)

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

( 4,762,706 )

( 16,030,011 )

( 20,792,717 )

Balance – December 31, 2021

( 9,181,366 )

Equity (Deficit)

Balance as of December 31, 2022

Recapitalization, net of forfeited shares

Balance as of December 31, 2022

Issuance of Series A-1 convertible preferred shares as license compensation

Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination

( 13,778,354 )

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

(Formerly JATT Acquisition Corp)

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

Issuance of Class A Ordinary Shares to settle research and development license consideration liability

Reclassification of public warrant liability to equity

Issuance of Class A Ordinary Shares in connection with April 2023 Private Placement, net of $ 9.8 million of transaction costs

Issuance of Pre-Funded Warrants in connection with April 2023 Private Placement

Issuance of Class A Ordinary Shares to Lilly in connection with 2023 Lilly License

Issuance of restricted share awards

Share-based compensation

Accretion of redeemable noncontrolling interest to redemption value

Stone Peach Call Right issued to noncontrolling interest

Deemed contribution from redeemable noncontrolling interest

Deemed dividend to redeemable noncontrolling interest

Balance as of December 31, 2023

Balance as of January 18, 2022 (date of inception)

Issuance of Class A Ordinary Shares at inception

Issuance of Series A-1 convertible preferred shares for cash

Issuance of Series A-1 convertible preferred shares for license

Issuance of subsidiary redeemable preferred shares for license

Exercise of stock options, net of forfeited shares

Share-based compensation

Accretion of redeemable noncontrolling interest to redemption value

Balance as of December 31, 2022

(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 consolidated financial statements.

Zura Bio Limited

Consolidated Statements of Cash Flows

(In thousands)

For the Period from

March 10, 2021

January 18, 2022

For the Year Ended

(date of inception) to

Cash flows from operating activities

Adjustments to reconcile net income to net cash used in operating activities:

Change in fair value of derivative warrant liabilities

( 4,148,400 )

( 10,238,100 )

Income from investments held in the Trust Account

( 2,075,298 )

Offering costs associated with warrants

Loss upon issuance of private placement warrants

General and administrative expenses paid by related parties

Net loss before redeemable noncontrolling interest

Adjustments to reconcile net loss to net cash used in operating activities:

Research and development acquired license

Anti-dilution share issuance compensation

Share-based compensation expense

Change in fair value note payable

Change in fair value of research and development license consideration liability

Change in fair value of private placement warrants

Foreign exchange transaction gain

Changes in operating assets and liabilities:

Prepaid expenses

Due form related party

Accounts payable

Accounts payable - related party

Accrued expenses

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,071,033 )

( 1,098,146 )

Cash flows from investing activities

Cash deposited in Trust Account

( 139,380,000 )

Purchase of research and development license

Net cash used in investing activities

( 139,380,000 )

Cash flows from financing activities

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

Reimbursement from underwriter

Offering costs paid

( 3,090,250 )

Proceeds from issuance of Series A-1 convertible preferred shares

Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $ 4.2 million of transaction costs

Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination

Proceeds from issuance of Pre-Funded Warrants in connection with April 2023 Private Placement

Proceeds from note payable

Settlement of note payable

Payment of deferred transaction costs

Net cash provided by financing activities

Net change in cash

Cash — beginning of the period

Cash — end of the period

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental Disclosure

Cash paid for taxes

Cash paid for interest

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Offering costs included in accounts payable

Offering costs included in accrued expenses

Offering costs paid by related party under promissory note

Deferred underwriting commissions

Fair value adjustment to Class A ordinary shares subject to redemption

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

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”).

As of December 31, 2022, the Company had not yet commenced operations.

All activity for the period from March 10, 2021 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and since the Initial Public Offering the search for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is JATT Ventures, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on July 13, 2021.

On July 16, 2021, the Company consummated its Initial Public Offering of 12,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 120.0 million, and incurring offering costs of approximately $ 10.5 million (net of reimbursement from underwriter of $ 480,000 ), of which approximately $ 3.4 million was for deferred underwriting commissions (see Note 5), approximately $ 4.7 million was incentives provided to Anchor Investors by the Sponsor (see Note 4), and approximately $ 685,000 of offering costs allocated to derivative warrant liabilities.

On July 19, 2021, the underwriters fully exercised their option and purchased 1,800,000 additional Units, generating gross proceeds of $ 18.0 million (the “Over-Allotment”), and incurring offering costs of $ 990,000 , of which $ 630,000 was for deferred underwriting commissions and approximately $ 62,000 was allocated to derivative warrant liabilities.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,370,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $ 1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ 5.4 million (see Note 4).

Concurrent with the consummation of the Over-Allotment on July 19, 2021, the Sponsor purchased 540,000 additional Private Placement Warrants, generating proceeds of $ 540,000 (the “Second Private Placement”).

Upon the closing of the Initial Public Offering and the Private Placement on July 16, 2021, and the Over-Allotment and Second Private Placement on July 16, 2021, approximately $ 139.4 million ($ 10.10 per Unit) of the net proceeds were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under Investment Company Act of 1940, as amended, (the “Investment Company Act”), which invest only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination.

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.

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $ 10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares have been recorded at a redemption value and classified as temporary equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which were adopted by the Company upon the consummation of the Initial Public Offering (the “amended and restated memorandum and articles of association”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s amended and restated memorandum and articles of association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

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 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

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).

The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.10 per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.10 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $ 10.10 per share due to reductions in the value of the trust assets, less taxes payable;

provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

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.

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.

Issuance of Series A-1 convertible preferred shares for license

Conversion of Series A-1 convertible preferred shares for Class A Ordinary Shares

Accrued 2023 Lilly License consideration

Accretion of redeemable noncontrolling interest to redemption value

Deemed contribution from redeemable noncontrolling interest

Deemed dividend to redeemable noncontrolling interest

Issuance of Class A Ordinary shares for 2023 Lilly License

Share-based equity issuance costs

Settlement of research and development license consideration liability

Transaction costs include in accounts payable and accrued expenses

Reclassification of deferred offering costs to additional paid-in capital

Assumption of public and private placement warrants in connection with Business Combination

Reclassification of public warrant liability to equity

Issuance of Call Right to noncontrolling interest

Issuance of subsidiary redeemable preferred shares for license

Research and development consideration liability for license

See accompanying notes to consolidated financial statements.

Zura Bio Limited

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share data)

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”), as well as torudokimab, a high affinity monoclonal antibody, and ZB-106, a bispecific antibody relating to IL-17 and BAFF, 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”), 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).

The Company repaid the Note in full on July 21, 2021.

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

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

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 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.

The Company expects to no longer be an emerging growth company effective December 31, 2026.

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 the Company’s 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.

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 $ 103.5 and $ 32.1 million as of December 31, 2023 and 2022, respectively, and a net loss of $ 60.4 million and $ 25.7 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively.

The Company’s existing sources of liquidity as of December 31, 2023 includes $ 99.8 million in cash and cash equivalents.

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.

Additionally, the Company received $ 75.8 million in net cash proceeds in connection with the April 2023 Private Placement.

The Company’s cash requirements include, but are not limited to, clinical development, product manufacturing costs and working capital requirements.

The Company expects such operating losses and negative cash flows from operations will continue but has sufficient liquidity to fund its operations over the next twelve months.

Summary of Significant Accounting Policies

Basis of Presentation

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.

GAAP”) and pursuant to the rules and regulations of the SEC.

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

(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.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

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.

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements (the “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 subsidiaries, Z33 Bio, Inc.

(“Z33”) and ZB17 LLC (“ZB17”), are shown in the consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively.

All intercompany balances and transactions have been eliminated in consolidation.

Significant Accounting Policies

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 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 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.

The preparation of 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 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 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 redeemable noncontrolling interest, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, the fair value of the private placement warrants, and the fair value of the note payable.

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 (“FDA”) 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.

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance.

The Company views its operations and manages its business as a single operating segment.

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, 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, 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

The Company’s portfolio of investments is comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

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

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 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 consolidated balance sheets, primarily due to their short-term nature, or because the instrument is recognized at fair value.

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

Deferred Offering Costs

The Company capitalizes offering costs consisting of direct, incremental legal, accounting and other fees.

The deferred offering costs are offset against the proceeds from the transaction.

Should the transaction be abandoned or not be considered probable, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations.

The Company had $- 0 - and $ 3.5 million of deferred offering costs on the consolidated balance sheets as of December 31, 2023 and 2022, respectively.

Research and Development

Research and development (“R&D”) expenses consist of all direct and indirect operating expenses supporting the processes and manufacturing in development, including consulting fees for clinical and manufacturing advisory services, costs related to manufacturing material for preclinical studies, payroll and benefits, which includes stock-based compensation, for research and development employees, licensing fees, and data and study acquisition costs.

Expenses are recognized as an expense as the related goods are delivered or the services are performed.

R&D expenses include the cost of in-process research and development (“IPR&D”) assets purchased in an asset acquisition transaction.

IPR&D assets are expensed unless the assets acquired are deemed to have an alternative future use, provided that the acquired asset did not also include processes or activities that would constitute a “business” as defined under U.S.

GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use.

Acquired IPR&D payments are immediately expensed in the period in which they are incurred and include upfront payments, as well as transaction fees and subsequent pre-commercial milestone payments.

Research and development costs incurred after the acquisition are expensed as incurred.

R&D expenses also include the remeasurement of the research and development license consideration liability.

Share-Based Compensation

The Company accounts for all share-based payments to employees and non-employees, including grants of share options, share options with non-market performance conditions (“PSOs”), share options with market-based performance conditions, restricted share units, and restricted share awards based on their respective grant date fair values.

Share options that vest immediately and have a nominal exercise price are valued based on the fair value of the Company’s Class A Ordinary Shares on the date of grant.

The Company estimates the fair value of share option grants using the Black-Scholes option-pricing model.

The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

The Company expenses share-based compensation related to share options with only service conditions over the requisite service period on a straight-line basis.

The Company will record share-based compensation expense for the PSOs when the Company’s management deems it probable that the performance conditions will be satisfied.

The Company estimates the fair value of share option grants with market-based performance conditions using a Monte-Carlo simulation model.

For share option grants with market-based performance conditions, the Company recognizes share-based compensation expense as the requisite service is rendered by the employee, regardless of when, if ever, the market-based performance conditions are satisfied.

The share-based compensation costs are recorded in research and development and general and administrative expenses in the consolidated statements of operations.

Forfeitures are recorded as they occur.

Income taxes are recorded in accordance with ASC Accounting Standards Codification (“ASC”) 740, Income Taxes which provides for deferred taxes using an asset and liability approach.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards.

Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero.

In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made.

As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities.

As a result of the recapitalization, the settlement provisions of the public warrants no longer preclude equity classification and the public warrants were reclassified to equity following the Business Combination.

As part of the April 2023 Private Placement, the Company sold pre-funded warrants (the “Pre-Funded Warrants”) to certain accredited investors.

The Pre-Funded Warrants were classified as equity instruments.

Classification of the public and pre-funded 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 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.

The Company measured the pre-funded warrants at the fair value of the equity instruments as of the date of the April 2023 Private Placement.

See Note 8 for additional information.

Noncontrolling Interest

During April 2023, the Company’s consolidated subsidiary, ZB17, issued a share-based payment award to a third party in connection with 2023 Lilly License representing a noncontrolling interest (see Note 6 for additional information).

A noncontrolling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent.

The Company includes noncontrolling interest as a component of total shareholders’ equity (deficit) on the Company’s consolidated balance sheets.

The option to acquire ZB17 ownership interests do not provide the option-holder with rights to participate in the profits and losses of the subsidiary prior to the exercise of the option.

Redeemable Noncontrolling Interest

In 2022, the Company’s consolidated subsidiary, Z33, issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach representing a noncontrolling interest (see Note 13 for additional information).

The Z33 Series Seed Preferred Shares issued to Stone Peach contain put features and are considered redeemable until the exercise or the expiration of the put features.

The redeemable noncontrolling interests are classified outside of permanent equity on the Company’s consolidated balance sheets.

The redeemable noncontrolling interest is measured at the higher of (1) its initial carrying amount, increased or decreased for the noncontrolling interest’s share of Z33’s net income or loss, or (2) the redemption price.

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, including Pre-Funded Warrants, 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 periods presented.

Since the Company had a net loss in the periods presented, basic and diluted net loss per share are the same.

The table following provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive:

Convertible Preferred Shares

Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares

Shares issuable upon exercise of options to purchase Class A Ordinary Shares

Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right

Restricted Share Units

Restricted Share Awards

Recently Adopted Accounting Pronouncements

In June 2022, the 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 the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“ASU 2023-07”).

ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss.

This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024.

The Company does not expect implementation of the new guidance to have a material impact on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09), which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid.

The amendments are intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments are effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of the new standard, which is expected to result in enhanced disclosures, on its consolidated financial statements.

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 consolidated balance sheets.

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 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:

JATT Public shareholders

Zura shares issued – 2022 Lilly license

Redemption Backstop

Redemption Backstop Consideration

JATT Founders

PIPE Investment

Forward Purchase Agreement

Legacy Zura equity holders

Total shares outstanding

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.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers consist of:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

● 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.

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

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

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 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.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815.

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 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

(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.

Offering Costs Associated with Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

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 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.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480.

Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Class A ordinary shares is classified as shareholders’ equity.

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, 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.

Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the fair value adjustment from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

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, 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.

There is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company.

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

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 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 in the period from March 10, 2021 (inception) through December 31, 2021 (see Note 4).

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

In August 2020, the FASB issued ASU No.

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

(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.

The Company adopted ASU 2020-06 on March 10, 2021 (inception).

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 consolidated financial statements.

INITIAL PUBLIC OFFERING

On July 16, 2021, the Company consummated its Initial Public Offering of 12,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 120.0 million, and incurring offering costs of approximately $ 10.5 million (net of reimbursement from the underwriters of $ 480,000 ), of which approximately $ 3.4 million was for deferred underwriting commissions, approximately $ 4.7 million was incentives provided to Anchor Investors by the Sponsor (see Note 4), and approximately $ 685,000 was allocated to offering costs associated with derivative warrant liabilities.

On July 19, 2021, the underwriters fully exercised their option and purchased 1,800,000 additional Units, generating gross proceeds of $ 18.0 million, and incurring offering costs of $ 990,000 , of which $ 630,000 was for deferred underwriting commissions and approximately $ 62,000 was allocated to offering costs associated with the derivative warrant liabilities.

Each Unit consists of one Class A ordinary share and one -half (1/2) of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 8).

RELATED PARTY TRANSACTIONS

Founder Shares

On March 22, 2021, the Sponsor purchased 4,312,500 founder shares (“Founder Shares”), which are Class B ordinary shares, for an aggregate purchase price of $ 25,000 , or approximately $ 0.006 per share.

On June 14, 2021, Sponsor effected a surrender of 862,500 Class B ordinary shares to us for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 4,312,500 to 3,450,000 .

All shares and share amounts have been retroactively adjusted.

The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 450,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent approximately 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

The underwriters fully exercised their over-allotment option on July 19, 2021;

therefore, these 450,000 Founder Shares were no longer subject to possible redemption.

In connection with the closing of the IPO and sale of Units to the Anchor Investors, in exchange for the Anchor Investors’ participation in the Initial Public Offering, the Sponsor sold and transferred membership interests in the Sponsor that, in aggregate, represent an indirect economic interest in 917,365 Founder Shares and 2,490,500 Private Placement Warrants.

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 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:

(A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, 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 initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,370,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement Warrant to the Sponsor, and Anchor Investors, generating proceeds of approximately $ 5.4 million.

Concurrent with the consummation of the Over-Allotment on July 19, 2021, the Sponsor purchased 540,000 additional Private Placement Warrants, generating proceeds of $ 540,000 .

The Anchor Investors purchased an indirect economic interest in 2,490,500 of the warrants in the Private Placement and the Second Private Placement.

Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $ 11.50 per share.

A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees.

The Sponsor, Anchor Investors and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On March 22, 2021, the Sponsor agreed to loan the Company up to $ 200,000 pursuant to a promissory note (the “Note”).

The Note was non-interest bearing, unsecured and due on the closing date of the Initial Public Offering.

As of June 30, 2021, the Company borrowed approximately $ 117,000 under the Note.

The Company repaid the Note in full on July 21, 2021.

As of December 31, 2022 and 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.

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

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.

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

The Company agreed to pay the Sponsor a total of $ 10,000 per month, commencing on the date of listing on the NYSE, for office space, utilities, secretarial and administrative support services provided to members of the management team.

Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

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 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

On August 5, 2021, the Company entered into Forward Purchase Agreements with certain Anchor Investors, Athanor Master Fund LP (“AMF”) and with Athanor International Master Fund, LP (“AIF”) (collectively the “Forward Purchase Agreements”, and collectively, “AMF and AIF are “Purchasers”).

Pursuant to the Forward Purchase Agreements, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 7,500,000 forward purchase shares, or “Forward Purchase Shares”, for a purchase price of $ 10.00 per Forward Purchase Share, or $ 75,000,000 in the aggregate.

Each Forward Purchase Share will consist of one Class A ordinary share of the Company.

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:

i) reduce the number of forward purchase shares from an aggregate of 7,500,000 to 3,000,000 and from a total $ 75,000,000 in the aggregate to $ 30,000,000 in the aggregate;

and ii) to add a requirement for the Purchasers to provide a binding redemption backstop (the “Redemption Backstop”) to purchase an additional $ 15 million of the redeeming shares in the event that redemptions are greater than 90 % in connection with a Business Combination (the “Excess Redemptions”);

and iii) to add a requirement that at the time of entering into a binding agreement for the Business Combination, the Purchasers will directly provide the target merger company (Target”) with bridge financing of $ 30 million evidenced by a convertible promissory note (“Convertible Note”) which shall be convertible into the Company’s Class A ordinary shares at the closing of the Business Combination.

COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

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, 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.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 1,800,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriter fully exercised its over-allotment option on July 19, 2021.

The underwriter was paid an underwriting discount of $ 0.20 per unit, or approximately $ 2.4 million in the aggregate upon the closing of the Initial Public Offering.

In addition, the Company received a reimbursement from the underwriter of $ 480,000 to cover for certain offering expenses.

In addition, $ 0.35 per unit, or approximately $ 3.4 million in the aggregate (net of the reimbursement from the underwriter of $ 820,000 from the deferred commissions for business combination expenses) will be payable to the underwriter for deferred underwriting commissions.

The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In connection with the consummation of the Over-Allotment on July 19, 2021, the underwriter was paid an additional fee of $ 360,000 and an additional amount of $ 630,000 is payable as deferred underwriting commissions.

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 consolidated financial statements.

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

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 future events.

The Company is authorized to issue 200,000,000 shares of 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, 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

Proceeds allocated to Public Warrants

( 8,625,000 )

Class A ordinary share issuance costs, net of reimbursement from underwriter

( 9,150,115 )

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, 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, 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.

On March 23, 2021, the Company issued 4,312,500 Class B ordinary shares to the Sponsor.

On June 14, 2021, the Sponsor effected a surrender of 862,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 4,312,500 to 3,450,000 .

All shares and share amounts have been retroactively adjusted.

The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 450,000 Class B ordinary shares for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

The underwriters fully exercised their over-allotment option on July 19, 2021;

therefore, these 450,000 Founder Shares were no longer subject to forfeiture.

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

(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.

DERIVATIVE WARRANT LIABILITIES

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.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and the existence of the potential for net cash settlement for the warrant holders (but not all shareholders) in the event of a tender offer.

Public Warrants may only be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering;

provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances).

The Company has agreed that as soon as practicable, but in no event later than 45 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

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.

Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees.

If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 :

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

● in whole and not in part;

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder;

● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.

In no event will the Company be required to net cash settle any warrant.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

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, 2022 and 2021, by level within the fair value hierarchy:

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:

Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

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;

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 and cash equivalents, 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 financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, and the fair value hierarchy of the valuation techniques utilized:

December 31, 2023

Quoted Prices in Active

Significant Other

Observable Inputs

Unobservable Inputs

(Formerly JATT Acquisition Corp)

NOTES TO FINANCIAL STATEMENTS

Investments held in Trust Account - U.S.

Treasury Securities

Derivative warrant liabilities - Public Warrants

Derivative warrant liabilities - Private Warrants

Financial assets:

Cash equivalents

Financial liabilities:

Private placement warrants

December 31, 2022

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.

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, 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.

The fair value of the Private Placement Warrants continues to be measured using a Black-Scholes option pricing model.

Inherent in a Monte Carlo simulation and a Black Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

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:

As of December 31, 2022

As of December 31, 2021

Financial liabilities:

Research and development license consideration

There were no transfers into or out of Level 1, Level 2, or Level 3 during the year ended December 31, 2023 and the period ended December 31, 2022.

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:

December 31, 2023

Balance at December 31, 2022

Remeasurement of the Note to settlement value upon the Closing of the Business Combination

Settlement of the Note

Balance at December 31, 2023

The Company recorded a loss on remeasurement of the Note of $ 2.2 million and $ 0.2 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively, within change in fair value of note payable in the consolidated statements of operations.

Research and development license consideration

As consideration for the 2022 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:

December 31, 2023

Balance at December 31, 2022

Remeasurement of the liability to settlement value upon the Closing of the Business Combination

Settlement of the liability

Balance at December 31, 2023

The Company recorded a loss on the remeasurement of the research and development license consideration liability of $ 1.9 million and $ 0.2 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively, within research and development in the consolidated statements of operations.

Private Placement Warrants

As of December 31, 2023, the Company has private placement warrants assumed in connection with the Business Combination (see Note 8).

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 inputs used to value the private placement warrants are classified as Level 2.

The following table provides a summary of changes in the estimated fair value of the private placement warrants:

Balance at December 31, 2022

Assumption of private placement warrants

Change in fair value

Balance at December 31, 2023

The Company recorded a gain from the change in fair value of the private placement warrants of $ 0.7 million for the year ended December 31, 2023 within change in fair value of private placement warrants in the consolidated statement of operations.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are composed of the following as of December 31, 2023 and 2022:

December 31, 2023

December 31, 2022 1

Accrued 2023 Lilly License costs

Accrued research and development costs

Accounts payable

Accrued bonus

Accrued consulting fees

Other accrued expenses

Accrued offering costs

Total accounts payable and accrued expenses

(1) Comparative figures have been reclassified to conform with current period presentation.

License Agreements

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.

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.

The Company recognized the first $ 1.0 million development milestone as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023.

This amount due is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023.

The Company does not owe any other amounts under the Pfizer Agreement.

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.

During October 2023, the Company began drug substance manufacturing with a third-party.

As a result of manufacturing with a third-party other than Lonza, under the terms of the Lonza License the first annual milestone payment of $ 0.4 million became due and payable which is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023.

2022 Lilly License

On December 8, 2022, the Company’s consolidated subsidiary, Z33, entered into a license agreement (the “2022 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 2022 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.

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 2022 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 (the "Call Option").

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.

In April 2023, the Company agreed to, within six months of April 24, 2023, exercise its Call Option on 50 % of the Z33 Series Seed Preferred Shares previously issued to Stone Peach.

The Company agreed to settle its Call Option by issuing 2,000,000 Class A Ordinary Shares.

In November 2023, the Company and Stone Peach amended the terms of the agreement, voiding the Company's obligation to exercise its Call Option, and instead reverting the Company's rights and obligations under the Call Option back to that of the original agreement.

Stone Peach, in addition to the existing Put Option, was granted the right, but not the obligation to sell up to 50 % of the Series Seed Preferred Shares issued to Stone Peach to Zura in exchange for 2,000,000 Class A Ordinary Shares (the "Put Right").

Stone Peach may exercise its Put Option and Put Right at any time between April 24, 2024 and April 24, 2028 under the new agreement.

See Note 13 for further information.

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 December 31, 2023, none of the contingent payments were due.

2023 Lilly License

On April 26, 2023, the Company’s newly-formed subsidiary ZB17 entered into a license agreement (the “2023 Lilly License” and, together with the 2022 Lilly License, the “Lilly Licenses”) with Lilly, for an exclusive license to develop, manufacture and commercialize a certain bispecific antibody relating to IL-17 and BAFF (“ZB-106”) in exchange for an upfront payment consisting of $ 5.8 million as well as 1,000,000 Class A Ordinary Shares issued at a fair value of $ 7.84 per Class A Ordinary Share.

In addition, ZB17 will make a payment of $ 5.0 million upon the receipt of certain know-how, data, information and materials that Lilly is required to provide under the license agreement.

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.

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 2023 Lilly License as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023.

As a finder’s fee for arranging the acquisition of the 2023 Lilly License, ZB17 granted to Stone Peach the right, but not the obligation, to purchase 4.99 % of the fully diluted equity of ZB17 for $ 1.0 million (the “Stone Peach Call Right”).

The Stone Peach Call Right is not exercisable until after the last patient is dosed in any single next clinical trial with ZB-106 and expires one year from the date of first indication approval for ZB-106 by the FDA or the European Medicines Agency (“EMA”).

The Company recognized the Stone Peach Call Right at a grant-date fair value of $ 1.5 million as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023.

The Stone Peach Call Right represents noncontrolling interest in the Company’s subsidiary, ZB17.

As of December 31, 2023 and 2022, the noncontrolling interest balance was $ 1.5 million and $- 0 -, respectively.

As additional consideration, Stone Peach will receive annual payments first of $ 0.6 million, and increasing by 10 % annually, so long as the Company maintains its license for ZB-106 and beginning on May 1, 2023.

The Company will account for these annual payments when they become due.

The Company recognized the first $ 0.6 million annual payment as a component of research and development in the consolidated statement of operations for the year ended December 31, 2023.

As a finder’s fee for arranging the acquisition of the 2023 Lilly License, the Company agreed to make a one-time milestone payment of $ 5.0 million to BAFFX17, Ltd (“BAFFX17”) upon the occurrence of either:

(i) a change of control transaction, (ii) the closing of an issuance of equity or equity-linked securities by the Company of at least $ 100.0 million, (iii) the consummation of a sale of assets resulting in net proceeds in excess of $ 100.0 million, or (iv) the Company’s fully diluted shares outstanding exceed 52,500,000 shares (on a split adjusted basis) as measured on April 24 th of each year.

As the Company’s fully diluted shares outstanding exceeded 52,500,000 shares prior to December 31, 2023, the $ 5.0 million fee was recorded in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023 and within research and development in the consolidated statement of operations for the year ended December 31, 2023.

In addition to the consideration transferred during the year ended December 31, 2023, the Company is obligated to make 4 development milestone payments to Lilly up to an aggregate of $ 155.0 million, and sales milestone payments up to an aggregate of $ 440 million based on respective thresholds of net sales of products developed from ZB-106.

The Company is also obligated to pay Lilly over a multi-year period ( twelve years , or upon the later expiration of regulatory exclusivity of ZB-106 in a country) an annual earned royalty at a marginal royalty rate in the mid-single digits to low-double digits, with increasing rates depending on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of years.

The Company is also obligated to pay BAFFX17 a fee equal to 3 % of any milestone or royalty payments due to Lilly pursuant to the terms of either the 2022 Lilly License and the 2023 Lilly License with Lilly.

Upon receiving written approval from the FDA, EMA, or similar regulatory authority of the Investigational New Drug (“IND”) and the commencement of a clinical trial in the applicable jurisdiction for ZB-106, Stone Peach will also receive a one-time payment of $ 4.5 million.

Stone Peach will also receive a one-time milestone payment of $ 25 million upon either (i) certain equity-related transactions, or (ii) the receipt of regulatory approval from the applicable regulatory authority for any new indication in the applicable jurisdiction.

Furthermore, Stone Peach was granted a royalty of 2 % of the aggregate net sales of any products developed from the Compound.

The Company will account for these contingent payments when they become due.

As of December 31, 2023, none of the contingent payments were due.

WuXi Biologics License

In July 2023, the Company entered into a cell line license agreement (the "Cell Line License Agreement") with WuXi Biologics and its Affiliates ("WuXi Biologics").

The Cell Line License Agreement provides the Company with a non-exclusive, worldwide, sublicensable license to certain of WuXi Biologics's know-how, cell line, and biological materials (the "WuXi Biologics Licensed Technology") to manufacture, have manufactured, use, sell and import certain products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the "WuXi Biologics Licensed Products").

In consideration for the license, the Company agreed to pay WuXi Biologics a non-refundable license fee of $ 150,000 which is recognized as a component of research and development in the consolidated statement of operations for the year ended December 31, 2023 and is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023.

Additionally, if the Company manufactures all of its commercial supplies of bulk drug product with a manufacturer other than WuXi Biologics or its affiliates, the Company is required to make royalty payments to WuXi Biologics in an amount equal to a fraction of a single digit percentage of global net sales of WuXi Biologics Licensed Products manufactured by a third-party manufacturer (the "Royalty").

If the Company manufactures part of its commercial supplies of the WuXi Biologics Licensed Products with WuXi Biologics or its affiliates, then the Royalty will be reduced accordingly on a pro rata basis.

The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon three months' prior written notice and its payment of all undisputed amounts due to WuXi Biologics through the effective date of termination, (ii) by WuXi Biologics for a material breach by the Company that remains uncured for 30 days after written notice, or (iii) by WuXi Biologics if the Company fails to make a payment and such failure continues for 30 days after receiving notice of such failure.

Convertible Preferred Shares and Shareholders’ Equity (Deficit)

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 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 .

April 2023 Private Placement

On April 26, 2023, the Company entered into its second PIPE subscription agreement (the “April 2023 Private Placement”) with certain accredited investors (the “Subscribers”), whereby the Company issued 15,041,530 Class A Ordinary Shares, par value $ 0.0001 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,782,000 Class A Ordinary Shares.

Each Class A Ordinary Share was sold at a price of $ 4.25 per Class A Ordinary Share and each Pre-Funded Warrant was sold at a price of $ 4.249 per Pre-Funded Warrant for an aggregate purchase price of $ 80.0 million.

See Note 8 for further information on the Pre-Funded Warrants.

Series A-1 Convertible Preferred Shares Rights and Preferences

Each Series A-1 convertible preferred share 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 Series A-1 convertible preferred share 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.

Upon the closing of the Business Combination, the anti-dilution provision was no longer in effect.

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.

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 December 31, 2023, no convertible preferred shares were issued and outstanding.

Prior to the Business Combination, Legacy Zura was authorized to issue Ordinary Shares and Series A-1 convertible preferred shares.

The outstanding Ordinary Shares and Series A-1 convertible preferred shares of Legacy Zura are presented on the consolidated balance sheet and on the consolidated statement of changes in redeemable noncontrolling interest, convertible preferred shares, and shareholders’ equity (deficit) for the period from January 18, 2022 (date of inception) to December 31, 2022.

Ordinary Shares Reserved for Issuance

A summary of shares reserved for issuance as of December 31, 2023 is summarized below:

December 31, 2023

Shares issuable upon exercise of options to purchase Class A Ordinary Shares

Restricted Share Units

Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares

Shares issuable upon exercise of Z33 Put Right

Shares available for grant under Equity Incentive Plan

Shares available for grant under ESPP

Total shares reserved for issuance

As the accounting acquirer, Zura Bio is deemed to have assumed 5,910,000 private placement warrants to purchase Class A Ordinary Shares 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 public and private placement warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

Public Warrants

The public warrants became 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 were 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.

Pre-Funded Warrants

In connection with the April 2023 Private Placement, the Company sold to accredited investors Pre-Funded Warrants to purchase up to 3,782,000 Class A Ordinary Shares at a price of $ 4.249 per Pre-Funded Warrant for an aggregate purchase price of approximately $ 16.1 million.

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 following table presents the number of warrants outstanding, their exercise price, and expiration dates as of December 31, 2023:

Warrants Issued

Exercise Price

Expiration Date

As of December 31, 2023 , no Warrants have been exercised or redeemed.

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 Ordinary Shares available for issuance under the Option Plans, of which 383,371 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;

stock appreciation rights (“SARS”), alone or in conjunction with other awards;

restricted share awards (“RSAs”) and restricted share units (“RSUs”);

incentive bonuses, which may be paid in cash, shares, or a combination thereof;

and other share-based awards.

On June 1, 2023, the Company’s board of directors approved an increase to the number of Class A Ordinary Shares that may be issued under the Equity Incentive Plan by an additional 5,564,315 Class A Ordinary Shares.

As of December 31, 2023, a maximum of 9,594,213 Class A Ordinary Shares may be issued under the Equity Incentive Plan.

The Class A Ordinary Shares issuable under the Equity Incentive Plan are subject to 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 December 31, 2023, no shares 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 is 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 Equity Incentive Plan share options issued during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022:

For the Period

from January 18,

2022 (date of

For the Year Ended

inception) to

December, 2023

December 31, 2022

Expected volatility

Risk-free rate

Dividend yield

(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

Issuance of Public and Private Warrants - Level 3 - July 2021

Transfer of Public Warrants to Level 1 measurement

( 8,625,000 )

Change in fair value of derivative warrant liabilities

( 4,787,100 )

Derivative warrant liabilities at December 31, 2021 - Level 3

Expected life

Expected dividend yield

The following table summarizes the Company’s share option activity for the year ended December 31, 2023:

Exercise Price

(in thousands)

Options outstanding at December 31, 2022

Recapitalization

Options outstanding at December 31, 2022

Options outstanding at December 31, 2023

Options vested and exercisable at December 31, 2023

Included in the table above are 45,611 PSOs that vested upon the Company raising external capital of $ 75 million or more.

The milestone was considered outside of the Company’s control, and accordingly, the vesting of the PSOs were not considered probable until the financing event occurs.

During the year ended December 31, 2023, the 45,611 PSOs became vested and an immaterial amount of share-based compensation expense was recognized in relation to these PSOs.

Included in the table above are 2,483,135 options to purchase Class A Ordinary Shares issued to certain directors, executives, and employees outside of the Equity Incentive Plan.

The weighted average grant date fair value of options granted during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was $ 5.79 and $ 1.35 , respectively.

Market-Based Share Options

On March 20, 2023, the Company granted 306,373 options to purchase Class A Ordinary Shares (“Market-Based Share Options”) to a certain Director of the Board.

These awards will vest only to the extent that the 20 -day volume weighted average trading price (“VWAP”) of the Class A Ordinary Shares is over $ 30 per Class A Ordinary Share at any time prior to the fifth anniversary of the grant date.

These awards have an exercise price of $ 8.16 and become exercisable when vested and the market condition is satisfied.

These awards expire 10 years from the date of grant.

The fair value of these Market-Based Share Options were estimated using a Monte Carlo valuation method.

The following table sets forth the weighted-average assumptions used at the grant date to determine the fair value of the Company’s Market-Based Share Options granted during the year ended December 31, 2023.

No Market-Based Share Options were granted during the period from January 18, 2022 (date of inception) to December 31, 2022:

Expected volatility

Risk-free rate

Expected life

Expected dividend yield

Fair value per Market-Based Share Options

The expense recognized related to Market-Based Share Options during the year ended December 31, 2023 was approximately $ 0.5 million.

Restricted Share Units

The Company issued RSUs to certain employees, executives, and directors pursuant to the Equity Incentive Plan.

The fair value has been estimated based on the closing price of the shares on the grant date.

Unvested RSUs at December 31, 2022

Converted to RSAs

Vested and unissued

Unvested RSUs at December 31, 2023

The expense recognized related to RSUs during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was approximately $ 1.6 million and $- 0 -, respectively.

Restricted Share Awards

The Company converted RSUs granted to a certain director pursuant to the Equity Incentive Plan into RSAs during the year ended December 31, 2023.

The fair value was estimated based on the closing price of the shares on the original grant date.

Unvested RSAs at December 31, 2022

Converted from RSUs

Unvested RSAs at December 31, 2023

The expense recognized related to RSAs during the year ended December 31, 2023 and period ended December 31, 2022 was approximately $ 0.6 million and $- 0 -, respectively.

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”).

In connection with Severance Agreement, 59,594 of the share options previously granted to the COO became fully vested and exercisable, with any shares purchased under the option subject to an 18-month lockup period.

The Company recognized approximately $ 0.6 million of incremental share-based compensation during the year ended December 31, 2023 related to this share option modification.

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 year ended December 31, 2023, the Company recognized expense in the amount of $ 2.2 million within research and development in the consolidated statement of operations, 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 year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was as follows:

For the Period from

January 18, 2022

(date of inception) to

Research and development

General and administrative

Total share-based compensation expense

As of December 31, 2023, there was approximately $ 19.5 million of total unrecognized share-based compensation expense related to options granted to employees, executives, and directors under the Company’s equity plans that is expected to be recognized over a weighted average period of 3.0 years.

As of December 31, 2023, there was approximately $ 7.9 million of total unrecognized share-based compensation expense related to RSUs granted to certain employees, executives, and directors under the Company’s Equity Incentive Plan that is expected to be recognized over a weighted average period of 3.4 years.

As of December 31, 2023, there was approximately $ 3.2 million of total unrecognized share-based compensation expense related to RSAs granted to a certain director under the Company’s Equity Incentive Plan that is expected to be recognized over a weighted average period of 3.2 years.

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 2022 Lilly License.

If the registration statement on Form S-4 relating to the Business Combination had not been declared effective by the U.S.

Securities and Exchange commission 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 (see Note 4).

The Company recorded any changes in the fair value of the Note during the period through other expenses in the consolidated statements of operations.

The components of loss before income taxes were as follows:

For the Period from

January 18, 2022

(date of inception) to

Total loss before income taxes

Provision for income taxes

There is no provision for income taxes because the Company has incurred losses since its inception and maintains a full valuation allowance against its net deferred tax assets.

The reported amount of income tax expense for the period differs from the amount that would result from applying the statutory tax rate to net loss before taxes primarily because of the change in valuation allowance.

Effective January 1, 2022, the Tax Cuts and Jobs Act of 2017 requires the Company to capitalize, and subsequently amortize R&D expense over five years for research activities conducted in the U.S.

and over fifteen years for research activities conducted outside of the U.S.

Since the Company continues to be in a loss position, there is no impact to taxes payable.

The State of California does not conform to the federal capitalization requirements, allowing the Company to currently deduct the capitalized R&D costs in California.

Deferred tax assets and valuation allowance

Deferred tax assets reflect the tax effects of the Company’s loss carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

As of December 31, 2023, the Company had $ 24.9 million of foreign net operating loss carryforwards of which $ 24.2 million was generated in the United Kingdom and $ 0.7 million was generated in the Cayman Islands.

The NOLs generated in the United Kingdom can be carried forward indefinitely.

The NOLs generated in the Cayman Islands have no value as The Cayman Islands do not impose an income tax on corporations.

As of December 31, 2022, the Company had $ 6.3 million of foreign net operating loss carryforwards in the United Kingdom.

As of December 31, 2023, the Company had federal net operating loss carryforwards of $ 4.2 million.

The federal losses can be carried forward indefinitely.

As of December 31, 2022, the Company had federal net operating loss carryforwards of $ 0.1 million.

Under the Tax Cut and Jobs Act, NOL carryforwards arising in tax years beginning after December 31, 2021, are limited to 80% of taxable income.

The net operating loss carryforwards are subject to review and possible adjustment by the U.S.

and state tax authorities.

NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders, as defined under Section 382 Internal Revenue Code.

This could limit the amount of net operating losses that the Company can utilize annually to offset future taxable income or tax liabilities.

As of December 31, 2023, the Company has not performed such an analysis evaluating the potential limitation of the Company’s net operating loss carryforwards due to the “change in ownership” provisions as defined under Sections 382 and 383 of the Internal Revenue Code.

Subsequent ownership changes and proposed future changes to tax rules in respect of the utilization of losses carried forward may further affect the limitation in future years.

A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows:

Income tax at federal statutory rate

State income tax expense, net of federal tax effect

Impact of non-U.S.

Change in valuation allowance

Non-deductible share-based compensation

Permanent differences

Change in deferred tax rate

The difference between the statutory federal income tax rate and the Company’s effective tax rate in 2023 and 2022 is primarily attributable to the change in valuation allowance.

The significant components of the Company’s net deferred tax assets were as follows:

Deferred tax assets:

Net operating loss carryforward

Intangible assets acquired

Capitalized research and development

Share-based compensation

Accrued expenses and other

Total deferred income tax assets

Valuation allowance

Total deferred income tax assets, net

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of December 31, 2023 and 2022.

Management has considered the Company’s history of cumulative net losses and has concluded as of December 31, 2023 and 2022, that it was more likely than not that the Company will not realize all of the benefits of the deferred tax assets.

Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2023 and 2022.

The valuation allowance increased by $ 11.5 million for the year ended December 31, 2023.

Commitments and Contingencies

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.

Redeemable Noncontrolling Interest

As a finder’s fee for the 2022 Lilly License, the Company’s consolidated subsidiary Z33 issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach.

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 Put 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.

In April 2023, the Company agreed to, within six months of April 24, 2023, exercise its Call Option on 50 % of the Z33 Series Seed Preferred Shares previously issued to Stone Peach.

The Company agreed to settle its Call Option by issuing 2,000,000 Class A Ordinary Shares.

The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares.

The $ 10.9 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed dividend to the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders in the consolidated statement of operations.

In November 2023, the Company and Stone Peach amended the terms of the agreement, voiding the Company’s obligation to exercise its Call Option, and instead reverting the Company’s rights and obligations under the Call Option back to that of the original agreement.

Stone Peach may exercise its Put Option and Put Right at any time between April 24, 2024 and April 24, 2028 under the new agreement.

The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares.

The $ 9.2 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed contribution from the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders in the consolidated statement of operations.

On December 31, 2023, the redeemable noncontrolling interest was accreted to its redemption value and the difference was recorded as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders for the year ended December 31, 2023 in the consolidated statement of operations.

As of December 31, 2023 and 2022, the redeemable noncontrolling interest balance was $ 18.7 million and $ 10.0 million, respectively.

Subsequent Events

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.

The Company has evaluated subsequent events through March 27, 2024, the date the consolidated financial statements were available to be issued.

Except for the matters described below, the Company has concluded that no other events or transactions have occurred that require disclosure in the consolidated financial statements.

In January 2024, the Company entered into an employment agreement with Robert Lisicki, President and Chief Operating Officer.

In conjunction with the employment agreement, the Company awarded 1,000,000 options to purchase Class A Ordinary Shares at an exercise price of $ 3.98 per option.

The vesting of 400,000 of these options is conditional upon certain events subject to approval by the Board of Directors.

On March 24, 2024, the Board of Directors approved a CEO transition from Someit Sidhu, Chief Executive Officer and Director, to Robert Lisicki, effective April 8, 2024.

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