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United States securities and exchange commission logo
December 27, 2022
Verender Badial
Chief Financial Officer
JATT Acquisition Corp
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re: JATT Acquisition
Corp
Amendment No. 3 to
Registration Statement on Form S-4
Filed on December
15, 2022
File No. 333-267005
Dear Verender Badial:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 4, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed December 15,
2022
Summary of the Proxy Statement
The Parties to the Business Combination
Zura, page 24
1. We note your revised
disclosure regarding Zura and re-issue comment 7 from our August
3, 2022 letter in part.
Please balance your disclosure regarding Zura to:
state that Zura was
recently formed on January 18, 2022 and that it has not conducted
any clinical tests
itself, nor have any clinical tests been conducted during the period
since its
inception;
state that Zura
does not have any product candidates approved for sale and has not
Verender Badial
FirstName LastNameVerender Badial
JATT Acquisition Corp
Comapany27,
December NameJATT
2022 Acquisition Corp
December
Page 2 27, 2022 Page 2
FirstName LastName
generated any revenue from product sales to date;
note that the completed Phase 2 trial for torudokimab was
conducted in patients with
atopic dermatitis and that following an interim analysis of the
study, the sponsor
determined that the efficacy data observed did not warrant
continuation of the trial
and the study was terminated; and
provide the current status of the planned randomized phase 2
studies with
torudokimab and ZB-168, including whether Zura has made an IND
submission with
the FDA for such studies.
Additionally, we note your statement on page 228 that asthma is
"[y]our lead indication"
and that your planned randomized Phase 2 studies "will include asthma
and may include
additional autoimmune indications." Please revise your summary
description of Zura to
indicate that asthma is your lead indication. In this regard, we note
that the current
disclosure states that your planned Phase 2 studies "may include
asthma" among other
indications.
Our Vision and Our Strategy, page 190
2. We note your statement that you are "among the leaders in exploring
the therapeutic
benefit of blocking IL33 with torudokimab, which has the potential to
be a best in class
mechanism based on the head to head potency of torudokimab vs other
IL33 inhibitors in
vitro." Please expand on this statement to discuss the details of any
head to head
comparisons of torudokimab vs other IL33 inhibitors that have been
completed to date.
Clinical trial Overview
Phase 1a single ascending dose trial
Safety and Tolerability, page 199
3. We refer to your statement that "[o]verall, single and multiple doses
of torudokimab were
safe and well tolerated by all subjects" and reissue comment 28 from
our August 3, 2022
letter. Determinations with respect to safety and efficacy are within
the sole authority of
the FDA, EMA or equivalent foreign regulator. Please revise your
registration statement
to remove the reference to doses of torudokimab being "safe" as well
as any other
statements relating to safety and efficacy in instances where you have
not yet received full
approval for your product candidates.
Certain Relationships and Related Party Transactions of Zura
Put-Call Letter Agreement, page 295
4. We note your description of the Put-Call Letter Agreement entered into
on December 8,
2022. Please revise this description to include the name of the
investor and the number of
shares subject to the agreement.
General
Verender Badial
JATT Acquisition Corp
December 27, 2022
Page 3
5. We note your revised disclosure regarding the January 16, 2023 Outside
Date to
consummate a business combination. It appears that you have also filed a
proxy statement
for an extraordinary general meeting of shareholders to be held on
January 12, 2023 to
seek shareholder approval of an extension of the Outside Date from
January 16, 2023 to
April 17, 2023. In your next amendment, please include disclosure
regarding this meeting
and reflect any associated events such as redemptions that may occur in
connection with
the extension amendment.
You may contact Christie Wong at 202-551-3684 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameVerender Badial
Division of
Corporation Finance
Comapany NameJATT Acquisition Corp
Office of Life
Sciences
December 27, 2022 Page 3
cc: Giovanni Caruso, Esq.
FirstName LastName