FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/20/2023 |
3. Issuer Name and Ticker or Trading Symbol
Zura Bio Ltd [ ZURA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Ordinary Shares, par value $0.0001 | 2,000,000(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Private Placement Warrants | 04/20/2023 | 03/19/2028 | Class A Ordinary Shares | 1,653,466 | 11.5 | I | See footnote(2) |
Explanation of Responses: |
1. Pursuant to that certain Subscription Agreement, dated as of June 16, 2022, as amended on November 25, 2022, between the Reporting Person and the Issuer, the Reporting Person acquired 2,000,000 Class A Ordinary Shares of the Issuer for an aggregate purchase price of $20,000,000, as an investor in the private investment in public equity investment (a "PIPE Investment") in the Issuer occurring substantially concurrently with the closing (the "Closing") of the business combination between the Issuer and Zura Bio Limited, a corporation formed under the laws of the United Kingdom and Wales ("Zura") on March 20, 2023. |
2. The Private Placement Warrants ("PPWs") of the Issuer were forfeited by JATT Ventures, L.P. and transferred to the Reporting Person on March 20, 2023. The PPWs are exercisable for $11.50 per Class A Ordinary Share commencing 30 days after the consummation of the Issuer's initial business combination, which occurred on March 20, 2023 as described in the Issuer's Current Report on Form 8-K dated March 20, 2023, and filed with the SEC on March 24, 2023. |
By: /s/ RH Lee | 04/12/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |