0001104659-23-070942 | S-1 | XBRL Viewer

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Income Taxes - Components Of Loss Before Taxes (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2022	Mar. 31, 2023	Dec. 31, 2022
Loss before income taxes	$ (7,819)	$ (9,795)	$ (27,333)
U.S. operations
Loss before income taxes			(15,253)
Non-U.S. operations
Loss before income taxes			$ (12,080)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Significant Accounting Policies - Income Taxes (Details)	11 Months Ended
	Dec. 31, 2022 USD ($)
Liability for income tax associated with uncertain tax positions	$ 0
Income tax interest or penalties incurred	0
Deferred offering costs	3,486,000
Net foreign currency transactional losses	23,000
Accounts payable and accrued expenses
Deferred offering costs	$ 700,000

Commitments and Contingencies

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Commitments and Contingencies.

Commitments and Contingencies

11.

Commitments and Contingencies

Litigation

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Note 10 — Commitments and Contingencies

Litigation

Income Taxes

11 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

Note 9 — Income Taxes

The components of loss before income taxes are as follows:


	For the Period from
	January 18, 2022
	(date of inception) to
	December 31, 2022
U.S. operations	$	(15,253)
Non-U.S. operations	(12,080)
Total loss before income taxes	$	(27,333)

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 continue 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, 2022, the Company had $6.3 million of UK loss carryforwards which can be carried forward indefinitely. As of December 31, 2022, the Company has Federal and state net operating loss carryforwards of $0.4 million and $0.6 million, respectively, The Federal losses can be carried forward indefinitely and the state losses expire in 2042. 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 carry forwards are subject to review and possible adjustment by the U.S. and state tax authorities. NOL carry forwards 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, 2022, the Company has not performed such an analysis evaluating the potential limitation of the Company’s net operating loss carry forwards 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 U.S. statutory federal income tax rate to the Company’s effective tax rate was as follows:

	For the Period from January 18, 2022 (date of inception) to December 31, 2022
Statutory income tax rate	21.0	%
Statutory income taxes, net of federal benefit	3.9	%
Permanent differences	(0.2)	%
Impact of non-U.S. earnings	(1.2)	%
Change in valuation allowance	(23.5)	%
Income tax provision (benefit)	—	%

The significant components of the Company’s net deferred tax asset were as follows (in thousands):


	December 31,
	2022
Deferred tax assets:
Net operating loss carryforward	$	1,309
Accrued expenses and other		39
Capitalized research and development		51
Intangible assets acquired		5,020
Total deferred income tax assets		6,419
Valuation allowance		(6,419)
Total deferred income tax assets, net	$	—

The Company’s initial tax year was the period ended December 31, 2022, which remains open for the assessment of income taxes.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Warrants (Details)	3 Months Ended
Warrants (Details)	Mar. 31, 2023 D $ / shares shares
Warrants
Public Warrants expiration term	5 years
Number of warrants exercised or redeemed \| shares	0
Public Warrants
Warrants
Exercise price of warrants	$ 11.50
Public Warrants expiration term	5 years
Warrants exercisable term from the completion of business combination	30 days
Number of Class A ordinary shares upon exercise of each warrant \| shares	1
Minimum threshold written notice period for redemption of public warrants	30 days
Fair value per share	$ 0.01
Stock price trigger for redemption of public warrants	18.00
Redemption price per public warrant (in dollars per share)	$ 11.50
Threshold trading days for redemption of public warrants	20 days
Threshold number of business days before sending notice of redemption to warrant holders \| D	30
Public Warrants \| JATT Acquisition Corp
Warrants
Warrants outstanding \| shares	6,899,996
Exercise price of warrants	$ 11.50
Private Placement Warrants
Warrants
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Private Placement Warrants \| JATT Acquisition Corp
Warrants
Warrants outstanding \| shares	5,910,000
Exercise price of warrants	$ 11.50

Note Payable (Details) - Hydra, LLC - USD ($) $ in Millions		11 Months Ended
Note Payable (Details) - Hydra, LLC - USD ($) $ in Millions	Dec. 08, 2022	Dec. 31, 2022
Note Payable
Percentage of redemption of the face amount of the Note, plus accrued interest		120.00%
Notes payable
Note Payable
Net proceeds	$ 7.6
Loan, principal amount	$ 8.0
Interest rate per annum	9.00%
Maturity term	12 months
Maturity period after consummation of business acquisition	5 days
Percentage of redemption of the face amount of the Note, plus accrued interest	120.00%

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED SHARES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Millions			3 Months Ended
	Mar. 20, 2023	Mar. 16, 2023	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED SHARES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY (DEFICIT)
Transaction costs			$ 4.0
Exchange ratio for Class A ordinary shares pursuant to the business combination	108.083	108.083	108.083

Fair Value Measurements (Details) - Recurring $ in Thousands	Dec. 31, 2022 USD ($)
Fair Value Measurements
Financial liabilities, fair value	$ 10,390
Level 3
Fair Value Measurements
Financial liabilities, fair value	10,390
Notes payable
Fair Value Measurements
Financial liabilities, fair value	7,756
Notes payable \| Level 3
Fair Value Measurements
Financial liabilities, fair value	7,756
Research and development license consideration
Fair Value Measurements
Financial liabilities, fair value	2,634
Research and development license consideration \| Level 3
Fair Value Measurements
Financial liabilities, fair value	$ 2,634

Recapitalization (Details) $ / shares in Units, $ in Thousands				3 Months Ended
	Mar. 20, 2023 USD ($) director $ / shares shares	Mar. 16, 2023 $ / shares shares	Mar. 13, 2023 USD ($)	Mar. 31, 2023 USD ($) shares	Dec. 31, 2022 $ / shares
Recapitalization
Transaction costs related to business combination				$ 4,000
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination				$ 56,683
Exchange ratio for Class A ordinary shares pursuant to the business combination \| shares	108.083	108.083		108.083
Class A ordinary shares, par value per share \| $ / shares	$ 0.0001	$ 0.0001			$ 0.001
Conversion of ordinary shares				$ 14,686
PIPE Subscription Agreement
Recapitalization
Conversion of ordinary shares			$ 20,099,500
Legacy Zura
Recapitalization
Class A ordinary shares, par value per share \| $ / shares	$ 0.001
Legacy Zura \| JATT Acquisition Corp
Recapitalization
Percentage of ownership interest acquired	100.00%
Transaction costs related to business combination	$ 56,700
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination	$ 4,000
Exchange ratio for Class A ordinary shares pursuant to the business combination \| shares	108.083
Class A ordinary shares, par value per share \| $ / shares	$ 0.0001
Number of Class A ordinary shares upon exercise of each warrant \| shares	1
Number of directors appointed from the combined board \| director	4
Total number of directors in the combined board of directors \| director	7

Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Mar. 22, 2022	Mar. 31, 2023	Dec. 31, 2022
Redeemable Noncontrolling Interest
Number of shares transferred	2,702,083
Selling price per share		$ 2.040724
Accretion of redeemable noncontrolling interest to redemption value		$ 10.0	$ 10.0
Z33 Series Seed Preferred Shares
Redeemable Noncontrolling Interest
Number of shares transferred		4,900,222
Stone Peach Properties, LLC [Member]
Redeemable Noncontrolling Interest
Right but not the obligation for purchase of issued shares, maximum percentage		50.00%
Purchase price per share		$ 2.448869
Threshold period from the date of agreement for purchase of issued shares		2 years
Right but not the obligation to sell the issued shares, maximum percentage		50.00%
Stone Peach Properties, LLC [Member] \| Z33 Series Seed Preferred Shares
Redeemable Noncontrolling Interest
Number of shares transferred		4,900,222
Right but not the obligation for purchase of issued shares, maximum percentage		50.00%
Purchase price per share		$ 2.448869
Threshold period from the date of agreement for purchase of issued shares		2 years
Right but not the obligation to sell the issued shares, maximum percentage		50.00%
Selling price per share		$ 2.040724

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions					11 Months Ended
	Apr. 26, 2023	Dec. 08, 2022	Jun. 08, 2022	Mar. 22, 2022	Dec. 31, 2022	Apr. 07, 2023
Subsequent Events
Number of shares available for issuance under the option plans					6,795
Number of shares transferred				2,702,083
UK Plan
Subsequent Events
Number of shares awarded to employees and directors			3,547
US Plan
Subsequent Events
Number of shares awarded to employees and directors			3,547
Exercise price per shares issued			$ 90.50
Stock option vesting period			4 years		3 years 3 months 14 days
J A T T Acquisition Corp
Subsequent Events
Number of shares issued on business combination					550,000
License agreement with Lilly
Subsequent Events
Upfront cash payment		$ 7.0
Maximum amount of development and regulatory milestone payments					$ 155.0
Maximum amount of sales milestone payments					$ 440.0
Subsequent Events \| Severance agreement with Chief operating officer
Subsequent Events
Options vested and exercisable						59,594
Subsequent Events \| License agreement with Lilly
Subsequent Events
Upfront cash payment	$ 5.8
Number of shares transferred	1,000,000
Amount payable upon receipt of certain know-how, data, information and materials	$ 5.0
Maximum amount of development and regulatory milestone payments	195.0
Maximum amount of sales milestone payments	$ 440.0

Income Taxes - Net Deferred Tax Assets (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Income Taxes
Net operating loss carryforward	$ 1,309
Accrued expenses and other	39
Capitalized research and development	51
Intangible assets acquired	5,020
Total deferred income tax assets	6,419
Valuation allowance	$ (6,419)

Significant Accounting Policies (Tables)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Schedule of potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive


	For the Three	For the Period from
	Months	January 18, 2022
	Ended	(date of inception) to
	March 31,	March 31,
	2023	2022
Convertible preferred shares	—	13,510,415
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares	12,809,996	—
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	1,941,933	—
Restricted share units	499,993	—
Total	15,251,922	13,510,415


		For the Period from
		January 18, 2022
		(date of inception) to
		December 31, 2022
Shares issuable upon conversion of Series A-1 convertible preferred shares		125,000
Shares issuable upon exercise of options to purchase Ordinary Shares		3,547
Total		128,547

Subsequent Events (Details) - USD ($) $ in Thousands				1 Months Ended	3 Months Ended	11 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Mar. 20, 2023	Mar. 08, 2023	Jun. 16, 2022	Mar. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Subsequent Events
Repayment of notes payable					$ 10,000
Number of Class A shares issued						3,547
Gross proceeds			$ 65,000
Hydra, LLC
Subsequent Events
Percentage of redemption of the face amount of the Note, plus accrued interest						120.00%
Subsequent Events
Subsequent Events
Granted				14,420
Gross proceeds	$ 65,000
Subsequent Events \| Series A one convertible preferred shares
Subsequent Events
Number of Class A shares issued				2,479
Subsequent Events \| Restricted stock units ("RSUs")
Subsequent Events
Awards granted				4,626
Subsequent Events \| Hydra, LLC
Subsequent Events
Percentage of repayment on waiving of acceleration right		125.00%
Repayment of notes payable		$ 10,000

License Agreement

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

License Agreement

License Agreement

6.	License Agreements

Pfizer

On March 22, 2022, the Company entered into a license agreement and a Series A-1 Subscription and Shareholder’s Agreement (collectively, the “Pfizer Agreement”) with Pfizer. Under the Pfizer Agreement, the Company acquired a license for a compound initially developed by Pfizer, in exchange for $5.0 million in cash and 2,702,083 shares (as adjusted by the exchange ratio established in the Business Combination Agreement) of the Company’s Series A-1 convertible preferred shares, representing a 20% interest in the Company. In accordance with ASC 805, the Pfizer Agreement is accounted for as an asset acquisition as substantially all of the $7.5 million value transferred to the Company was allocated to in-process research and development. On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use.

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. Under the License Agreement with Pfizer, the Company also has an obligation to pay ongoing fees associated with the prosecution, maintenance, or filing of patents.

The Company is also subject to a potential multi-million dollar transaction payment if, within a certain period the Company has (a) certain changes in control, excluding an initial public offering or any business combination where the securities of the Company are listed on a stock exchange (e.g., a transaction with a special purpose acquisition company), or (b) the Company sublicenses or divests of its rights to the Products.

The Pfizer Agreement also has an anti-dilution provision to allow Pfizer to maintain an 18% interest in the Company, as detailed in Note 7. Immediately prior to the Closing Date of the Business Combination, additional share options and restricted share units were issued to certain employees, executives, and directors that would result in the dilution of Pfizer’s ownership in the Company. In accordance with the anti-dilution provision of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. In accordance with ASC 718, the Company recognized expense related to these Class A Ordinary Shares based on their grant date fair value. Following the Business Combination, the anti-dilution provision is no longer in effect.

As of March 31, 2023, the Company does not owe any amounts under the Pfizer Agreement.

Lonza

In July 2022, the Company entered into a license agreement (the “Lonza License”) with Lonza Sales AG (“Lonza”) for a worldwide non-exclusive license for Lonza’s gene expression system in exchange for varying considerations depending on a number of factors such as whether the Company enters further into manufacturing agreements with Lonza or with a third party, and whether the Company enters into sublicense agreements with third parties (including up to middle six-figure annual payments per sublicense upon commencement of a sublicense, as well as royalties of up to low-single digit percentages of net sales of certain products over a commercially standard double-digit multi-year term). The Lonza License will remain in effect until terminated. The Company is free to terminate the Lonza License at any time upon 60 days’ notice, with or without cause. Lonza may terminate the Lonza License for cause upon a breach by the Company or for other commercially standard reasons.

Lilly License

On December 8, 2022, the Company’s consolidated subsidiary, Z33 Bio Inc. (“Z33”), entered into a license agreement (the “Lilly License”) with Lilly pursuant to which Lilly granted Z33 an exclusive (even as to Lilly), royalty-bearing global license to develop, manufacture, and commercialize certain intellectual property owned by Lilly relating to its IL-33 compound. As consideration, the Company paid Lilly an upfront fee of $7.0 million.

As consideration for the Lilly License, Lilly agreed to receive either 550,000 Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. The obligation to issue shares represents contingent consideration and is classified as a liability on the consolidated balance sheet (research and development license consideration liability) as of December 31, 2022. The liability is measured at fair value on the acquisition date and remeasured to fair value at each reporting date. Upon the Closing Date of the Business Combination, the Company issued Lilly 550,000 Class A Ordinary Shares at an aggregate fair value of $4.5 million.

The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired is concentrated in a group of similar identifiable IPR&D assets (as defined below). On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use. Accordingly, the Company expensed the entire cost of the Lilly License as a component of research and development in the consolidated statement of operations during the period ended December 31, 2022.

$2.448869 for a period of two years from the date of the agreement. Stone Peach has the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $2.040724. Stone Peach may exercise its option at any time between the first anniversary and the second anniversary of the transaction. See Note 12 for further information.

In addition to the consideration transferred on December 8, 2022, the Company is obligated to pay $3.0 million to Lilly upon the completion of a financing by the Company with gross proceeds exceeding $100 million. The Company is further obligated to make 10 commercial, development and regulatory milestone payments up to an aggregate of $155.0 million and sales milestone payments up to an aggregate of $440.0 million based on respective thresholds of net sales of products developed from the licensed compound. The Company will also pay an annual earned royalty to Lilly at a marginal royalty rate between in the mid-single to low-double digits (less than 20%), with increasing rates based on Net Sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of the year. The Company will account for these contingent payments when they become due. As of March 31, 2023, none of the contingent payments were due.

Note 5 — 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 “Agreement”) with Pfizer. Under the Agreement, the Company acquired a license for a compound initially developed by Pfizer, in exchange for $5.0 million in cash and 25,000 shares of the Company’s Series A-1 convertible preferred shares, representing a 20% interest in the Company. In accordance with ASC 805, the 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.

As of December 31, 2022, the Company does not owe any amounts under the Agreement.

The Agreement also has anti-dilution provisions to allow Pfizer to maintain an 18% interest in the Company, as detailed in Note 6.

Lonza

Lilly License

On December 8, 2022, the Company’s consolidated subsidiary, Z33, entered into a license agreement 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. 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 Lilly License as a component of research and development in the consolidated statement of operations during the period ended December 31, 2022.

As additional consideration for the Lilly License, Lilly will receive either 550,000 shares of JATT common stock 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 is not consummated (the research and development license consideration liability). 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). The liability is measured at fair value on the acquisition date and remeasured to fair value at each reporting date. As of December 31, 2022, the research and development license consideration liability was $2.6 million. The changes in fair value are recorded within research and development expense in the Company’s consolidated statement of operations. See Note 3 for further information on the change in fair value of the research and development license consideration liability.

As a finder’s fee in connection with arranging the acquisition, Z33 issued to Stone Peach Properties, LLC (“Stone Peach”) 4,900,222 shares of Z33 Series Seed Preferred Shares, which is included in the measurement of the cost of the acquired asset. Zura has the right, but not the obligation to purchase up to 50% of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $2.448869 for a period of two years from the date of the agreement. Stone Peach has the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $2.040724. Stone Peach may exercise its option at any time between the first anniversary and the second anniversary of the transaction. See Note 11 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, 2022, none of the contingent payments were due.

Share-based Compensation - Other share-based compensation (Details) - USD ($) $ in Thousands	3 Months Ended	11 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Mar. 20, 2023
Share-based Compensation
Number of Class A ordinary shares on conversion			267,939
Share-based compensation expense	$ 2,366	$ 300
Series A-1 convertible preferred shares
Share-based Compensation
Number of Class A ordinary shares on conversion	267,939
Share-based compensation expense	$ 2,200

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2023
Operating expenses:
Research and development	$ 7,500	$ 4,884
General and administrative	319	2,835
Total operating expenses	7,819	7,719
Loss from operations	(7,819)	(7,719)
Other expense/(income), net:
Other expense, net		9
Change in fair value of private placement warrants		(177)
Change in fair value of note payable		2,244
Total other expense/(income), net		2,076
Loss before income taxes	(7,819)	(9,795)
Net loss before redeemable noncontrolling interest	(7,819)	(9,795)
Net loss attributable to redeemable noncontrolling interest		203
Net loss	(7,819)	(9,592)
Accretion of redeemable noncontrolling interest to redemption value		(203)
Net loss attributable to Class A Ordinary Shareholders of Zura	$ (7,819)	$ (9,795)
Net loss per share attributable to Class A Ordinary Shareholders of Zura, basic	$ (72,395.48)	$ (2.76)
Net loss per share attributable to Class A Ordinary Shareholders of Zura, diluted	$ (72,395.48)	$ (2.76)
Weighted-average Class A Ordinary Shares used in computing net loss per Ordinary Share attributable to Shareholders of Zura, basic	108	3,551,906
Weighted-average Class A Ordinary Shares used in computing net loss per Ordinary Share attributable to Shareholders of Zura, diluted	108	3,551,906

Share-Based Compensation (Tables)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of company's stock option activity of Option plans


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise Price		Contractual	Value
	Options	(per share)		Life (Years)	(in thousands)
Options outstanding at December 31, 2022	3,547	$	90.50	9.4	$	1,804
Recapitalization	379,824		(89.66)	—		—
Options outstanding at December 31, 2022	383,371		0.84	9.4		1,804
Granted	1,558,562		1.20	—		—
Options outstanding at March 31, 2023	1,941,933	$	1.13	9.6	$	26,781
Options vested and exercisable at March 31, 2023	85,708	$	0.84	9.2	$	1,207

Schedule of weighted-average assumptions used to estimate the fair value of the Stock Options


	For the Three Months
	Ended March 31, 2023
Share price	$	8.16
Expected volatility		96.5	%
Risk-free rate		3.58	%
Expected life		6.1 years
Expected dividend yield		—	%

UK Plan

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of company's stock option activity of Option plans


	Number of Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 18, 2022 (date of inception)	—	$	—	—	$	—
Granted	3,547		—	9.4		295
Exercised	(3,547)		—	295
Outstanding as of December 31, 2022	—	$	—	—	$	—
Exercisable as of December 31, 2022	—	$	—	—	$	—

US Plan

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of company's stock option activity of Option plans


	Number of Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 18, 2022 (date of inception)	—	$	—	—	$	—
Granted	3,547		90.5	9.4		—
Outstanding as of December 31, 2022	3,547	$	90.5	9.4	$	1,804
Exercisable as of December 31, 2022	601	$	90.5	9.4	$	306

Schedule of weighted-average assumptions used to estimate the fair value of the Stock Options

Risk-free interest rate	3.0	%
Expected dividend yield	—
Expected term (years)	5.00 – 5.96
Expected volatility	95.1	%

Recapitalization

3 Months Ended

Mar. 31, 2023

Recapitalization

Recapitalization

3.	Recapitalization

As discussed in Note 1, Organization and Description of Business, on the Closing Date, JATT completed the acquisition of Legacy Zura and acquired 100% of Legacy Zura’s shares and Legacy Zura received proceeds of $56.7 million which includes proceeds from issuance of Class A Ordinary Shares upon the consummation of the Business Combination, including the Redemption Backstop shares (as defined below), proceeds from the PIPE investment (as defined below), and proceeds from the Forward Purchase Agreement (as defined below). The Company recorded $4.0 million of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Business Combination. These costs were included in additional paid-in capital on the Company’s condensed consolidated balance sheet. On the Closing Date, each holder of Legacy Zura’s ordinary shares received approximately 108.083 shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share. See Note 7 for additional details of the Company’s shareholders’ equity (deficit) prior to and subsequent to the Business Combination.

All equity awards of Legacy Zura were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A Ordinary Shares. As a result, each outstanding share option was converted into an option exercisable for the Company’s Class A Ordinary Shares based on an exchange ratio of approximately 108.083 and each outstanding restricted share unit was converted into restricted units of the Company that, upon vesting, will be settled for the Company’s Class A Ordinary Shares based on an exchange ratio of approximately 108.083.

Each public and private placement warrant of JATT that was unexercised at the time of the Business Combination was assumed by the Company and represents the right to purchase one Class A Ordinary Share upon exercise of such warrant. Refer to Note 2 and Note 8 for further details.

The Business Combination was accounted for as a reverse recapitalization with Legacy Zura as the accounting acquirer and JATT as the acquired company for accounting purposes. Legacy Zura was determined to be the accounting acquirer since Legacy Zura’s shareholders as a group prior to the Business Combination held the majority voting interest in the combined entity, Legacy Zura’s shareholders appointed 4 out of the 7 directors of the combined Board of Directors, Legacy Zura’s management holds certain key positions in the management of the combined entity, and Legacy Zura is the largest of the combining entities based on historical operating activity and comprises all of the ongoing operations. Accordingly, all historical financial information presented in these condensed consolidated financial statements represents the accounts of Legacy Zura. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Legacy Zura. The Company’s convertible preferred shares and Class A Ordinary Shares prior to the closing of the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 108.083 established in the Business Combination Agreement.

The number of Class A Ordinary Shares issued and outstanding immediately following the Business Combination on March 20, 2023 was:


	Shares	%
JATT Public shareholders	182,498	0.7	%
Zura shares issued – Lilly license	550,000	2.0	%
Redemption Backstop	1,301,633	4.8	%
Redemption Backstop Consideration	2,500,000	9.2	%
JATT Founders	3,450,000	12.8	%
PIPE Investment	2,009,950	7.4	%
Forward Purchase Agreement	3,000,000	11.1	%
Legacy Zura Equityholders	14,058,074	52.0	%
Total shares outstanding	27,052,155	100.0	%

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.

Significant Accounting Policies (Policies)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company’s unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of its consolidated subsidiaries. Other shareholders’ interests in the Company’s subsidiary, Z33 Bio, Inc. (“Z33”), are shown in the condensed consolidated financial statements as redeemable noncontrolling interest. All intercompany balances and transactions have been eliminated in consolidation.

These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. As such, the information included herein should be read in conjunction with Legacy Zura’s consolidated financial statements and accompanying notes as of December 31, 2022 and for the period from January 18, 2022 (date of inception) to December 31, 2022 (the “audited consolidated financial statements”) that were included in the Company’s Form 8-K filed with the SEC on April 6, 2023. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements, except for the impact of the recapitalization as described in Note 3, and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations for the three months ended March 31, 2023 and the period ended March 31, 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements including the accounts of Zura Bio Limited, its wholly-owned subsidiary, Zura Bio, Inc., and its subsidiary, Z33 Bio, Inc. (“Z33”), have been prepared in conformity with U.S. GAAP, Other shareholders’ interests in Z33 are shown in the consolidated financial statements as noncontrolling interest. All intercompany balances and transactions have been eliminated in consolidation.

Significant of Accounting Policies

Significant Accounting Policies

Except for the addition of the Business Combination and related public warrants and private placement warrants (collectively, the “Warrants”), there have been no significant changes in the Company’s significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Company’s audited consolidated financial statements that were included in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the condensed consolidated financial statements relate to and include, but are not limited to, the fair value of Class A Ordinary Shares and other assumptions used to measure share-based compensation, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, the fair value of public and private placement warrants, and the fair value of the note payable.

Use of 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 consolidated financial statements and 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 Ordinary Shares and other assumptions used to measure share-based compensation, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, 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 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.

Risks and Uncertainties

Warrants

As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities. The public warrants were reclassified to equity following the Business Combination. Classification of the public warrants as equity instruments and the private placement warrants as liability instruments is based on management’s analysis of the guidance in ASC 815. The Company measures the private placement warrant liability at fair value each reporting period with the change in fair value recorded as other (expense) income in the condensed consolidated statements of operations. The Company measured the public warrants at the fair value of the equity instruments as of the Closing Date of the Business Combination.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to Class A Ordinary Shareholders by the weighted-average number of Class A Ordinary Shares outstanding during the period. Diluted net loss per share excludes the potential impact of the Company’s convertible preferred shares and options to purchase Class A Ordinary Shares because their effect would be anti-dilutive due to the Company’s net loss for the period presented. Since the Company had a net loss in the period presented, basic and diluted net loss per share are the same.

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


	For the Three	For the Period from
	Months	January 18, 2022
	Ended	(date of inception) to
	March 31,	March 31,
	2023	2022
Convertible preferred shares	—	13,510,415
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares	12,809,996	—
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	1,941,933	—
Restricted share units	499,993	—
Total	15,251,922	13,510,415

Shares issuable upon the exercise of performance-based share options (“PSOs”) are excluded from the calculation of diluted net loss per share until the Company’s management deems it probable that the performance conditions will be satisfied.

Net Loss Per Ordinary Share

Basic net loss per Ordinary Share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the period. Diluted net loss per Ordinary Share excludes the potential impact of the Company’s convertible preferred shares and options to purchase Ordinary Shares because their effect would be anti-dilutive due to the Company’s net loss for the period presented. Since the Company had a net loss in the period presented, basic and diluted net loss per Ordinary Share are the same.

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


		For the Period from
		January 18, 2022
		(date of inception) to
		December 31, 2022
Shares issuable upon conversion of Series A-1 convertible preferred shares		125,000
Shares issuable upon exercise of options to purchase Ordinary Shares		3,547
Total		128,547

Shares issuable upon the exercise of PSOs are excluded from the calculation of diluted net loss per Ordinary Share until the Company’s management deems it probable that the performance conditions will be satisfied.

Recent Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The Company early adopted this standard effective January 1, 2023. The adoption of this standard did not have a material effect on our condensed consolidated financial statements and related disclosures.

Recently Issued and Recently Adopted 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 in an Entity’s Own Equity (“ASU 2020-06”). The amendments in ASU 2020-06 simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company adopted on a modified prospective basis the new standard effective at inception, and noted no material impact on the consolidated financial statements and related disclosures.

Fair Value Measurements - Note payable (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022
Fair Value Measurements
Settlement of note payable	$ 10,000
Summary of changes in the estimated fair value
Beginning balance	7,756
Remeasurement of the Note to settlement value upon the Closing of the Business Combination	2,244
Settlement of the Note	(10,000)
Ending balance	$ 1,537
Weighted average discount rate
Fair Value Measurements
Measurement input		9.0
Weighted average time to repayment
Fair Value Measurements
Measurement input		0.006

Fair Value Measurements - Research and development license consideration (Details) $ / shares in Units, $ in Thousands	3 Months Ended	11 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares
Fair Value Measurements
Aggregate fair value of the shares issued	$ 4,488
Summary of changes in the estimated fair value
Beginning balance	1,537	$ 7,756
Remeasurement of the Note to settlement value upon the Closing of the Business Combination	(177)
Settlement of the liability	(10,000)
Ending balance	1,537	7,756
Loss on the remeasurement of the research and development license consideration liability	$ 1,900
Research and development license consideration
Fair Value Measurements
Number of Class A ordinary shares agreed to issue upon the closing of the business combination \| shares	550,000
Aggregate fair value of the shares issued	$ 4,500
Fair value per issued share \| $ / shares	$ 8.16
Summary of changes in the estimated fair value
Beginning balance		2,634
Remeasurement of the Note to settlement value upon the Closing of the Business Combination	$ 1,854
Settlement of the liability	$ (4,488)
Ending balance		$ 2,634
Research and development license consideration \| Z33 Series Seed Preferred Shares
Fair Value Measurements
Issuance of Z33 series seed preferred shares if the business combination was not consummated \| shares	4,702,867
Fair value per share \| $ / shares		$ 0.15
Research and development license consideration \| JATT Acquisition Corp \| Class A Ordinary shares
Fair Value Measurements
Fair value per share \| $ / shares		$ 7.66

Fair Value Measurements - Level 3 Financial Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	11 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Change in the fair value of Level 3 financial liabilities
Beginning balance	$ 7,756
Remeasurement of the Note to settlement value upon the Closing of the Business Combination	(177)
Ending balance	1,537	$ 7,756
Notes payable
Change in the fair value of Level 3 financial liabilities
Beginning balance	7,756
Initial measurement		7,600
Remeasurement of the Note to settlement value upon the Closing of the Business Combination		156
Ending balance		$ 7,756
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Other Expenses
Research and development license consideration
Change in the fair value of Level 3 financial liabilities
Beginning balance	$ 2,634
Initial measurement		$ 2,449
Remeasurement of the Note to settlement value upon the Closing of the Business Combination		185
Ending balance		$ 2,634
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Other Expenses

Organization and Description of Business Operations (Details) $ in Thousands		2 Months Ended	3 Months Ended		11 Months Ended
	Jun. 16, 2022 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) director
Organization and Description of Business
Net loss		$ (7,819)	$ (9,592)	$ 7,800	$ (25,738)	$ (25,738)
Accumulated deficit			(41,851)		(32,056)	(32,056)
Cash and cash equivalents			$ 44,000		$ 1,600	$ 1,600
Gross proceeds	$ 65,000
Number of directors of the board \| director						7
Number of directors nominated \| director						4
Proceeds from business combination						$ 65,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (f)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 250
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Recapitalization (Tables)

3 Months Ended

Mar. 31, 2023

Recapitalization

Schedule of Class A ordinary shares issued and outstanding immediately following the business combination

The number of Class A Ordinary Shares issued and outstanding immediately following the Business Combination on March 20, 2023 was:


	Shares	%
JATT Public shareholders	182,498	0.7	%
Zura shares issued – Lilly license	550,000	2.0	%
Redemption Backstop	1,301,633	4.8	%
Redemption Backstop Consideration	2,500,000	9.2	%
JATT Founders	3,450,000	12.8	%
PIPE Investment	2,009,950	7.4	%
Forward Purchase Agreement	3,000,000	11.1	%
Legacy Zura Equityholders	14,058,074	52.0	%
Total shares outstanding	27,052,155	100.0	%

Commitments and Contingencies

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Commitments and Contingencies.

Commitments and Contingencies

11.

Commitments and Contingencies

Litigation

Note 10 — Commitments and Contingencies

Litigation

Share-Based Compensation - Schedule of weighted-average assumptions used to estimate the fair value of the Stock Options (Details) - US Plan	11 Months Ended
	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	3.00%
Expected dividend yield	0.00%
Expected volatility	95.10%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	5 years
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	5 years 11 months 15 days

Share-Based Compensation (Details)		3 Months Ended	11 Months Ended
Share-Based Compensation (Details)	Jun. 08, 2022 Option $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) Options $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock option plans approved \| Option	2
Number of shares authorized for issuance under the option plans \| shares	13,889
Number of shares available for issuance under the option plans \| shares			6,795
Recorded share based compensation expense		$ 2,366,000	$ 300,000
Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recorded share based compensation expense		$ 45,611,000
UK Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares awarded to employees and directors \| shares	3,547
Contractual term of options awarded	10 years
Fair value of share on the date of grant \| $ / shares	$ 83.13
US Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares awarded to employees and directors \| shares	3,547
Contractual term of options awarded	10 years
Fair value of share on the date of grant \| $ / shares			$ 63.63
Exercise price per shares issued \| $ / shares	$ 90.50
Stock option vesting period	4 years		3 years 3 months 14 days
Expected dividend yield			0.00%
Unrecognized compensation expense			$ 200,000
Number of PSO's granted \| Options			422
Value of options expected to vest based on performance			$ 75,000,000.0
Recorded share based compensation expense			$ 0

Accounts Payable and Accrued Expenses

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

5.	Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses is comprised of the following as of March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Accounts payable	$	2,409	$	2,010
Accrued payroll		651		260
Accrued bonus		916		141
Accrued offering costs		154		655
Accrued research and development costs		518		490
Accrued consulting fees		35		451
Accrued legal costs		107		308
Other accrued expenses		203		113
Total accounts payable and accrued expenses	$	4,993	$	4,428

Note 4 — Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses is comprised of the following as of December 31, 2022:

	December 31, 2022
Accounts payable	$	2,010
Accrued offering costs		655
Accrued research and development costs		490
Accrued consulting costs		451
Accrued legal costs		308
Accrued payroll		260
Accrued bonus		141
Other accrued expenses		113
Total accounts payable and accrued expenses	$	4,428

Income Taxes - Additional Information (Details) $ in Thousands	11 Months Ended
	Dec. 31, 2022 USD ($)
Operating Loss Carryforwards [Line Items]
Provision for income taxes	$ 0
Percentage of limitation of use on taxable income	80.00%
UK
Operating Loss Carryforwards [Line Items]
Amortization period of R&D expenses under Tax Cuts and Jobs Act	15 years
NOL carryforwards	$ 6,300
Federal
Operating Loss Carryforwards [Line Items]
Amortization period of R&D expenses under Tax Cuts and Jobs Act	5 years
NOL carryforwards	$ 400
State
Operating Loss Carryforwards [Line Items]
NOL carryforwards	$ 600

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accounts Payable and Accrued Expenses

Schedule of accounts payable and accrued expenses


	March 31, 2023		December 31, 2022
Accounts payable	$	2,409	$	2,010
Accrued payroll		651		260
Accrued bonus		916		141
Accrued offering costs		154		655
Accrued research and development costs		518		490
Accrued consulting fees		35		451
Accrued legal costs		107		308
Other accrued expenses		203		113
Total accounts payable and accrued expenses	$	4,993	$	4,428

	December 31, 2022
Accounts payable	$	2,010
Accrued offering costs		655
Accrued research and development costs		490
Accrued consulting costs		451
Accrued legal costs		308
Accrued payroll		260
Accrued bonus		141
Other accrued expenses		113
Total accounts payable and accrued expenses	$	4,428

Subsequent Events - Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions				2 Months Ended	11 Months Ended
	May 01, 2023	Apr. 26, 2023	Mar. 13, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2022
Subsequent Events
Number of Class A shares issued						3,547
Class A Ordinary Shares
Subsequent Events
Number of Class A shares issued				108	1
PIPE Subscription Agreement
Subsequent Events
Sale price per share			$ 10.00
Number of Class A shares issued			2,009,950
Subsequent Events \| Private Placement
Subsequent Events
Gross proceeds from private placement		$ 80.0
Subsequent Events \| Private Placement \| Initial closing
Subsequent Events
Gross proceeds from private placement	$ 15.9
Number of Class A shares issued	3,750,000
Subsequent Events \| Private Placement \| Second closing
Subsequent Events
Gross proceeds from private placement	$ 64.1
Number of Class A shares issued	15,073,530
Subsequent Events \| Private Placement \| Pre-Funded Warrants
Subsequent Events
Exercise price of warrants		$ 0.001
Subsequent Events \| Private Placement \| Pre-Funded Warrants \| Second closing
Subsequent Events
Number of Class A shares issuable upon exercise of warrants	3,782,000
Subsequent Events \| PIPE Subscription Agreement \| Private Placement \| Class A Ordinary Shares
Subsequent Events
Sale price per share		0.0001
Subsequent Events \| PIPE Subscription Agreement \| Private Placement \| Pre-Funded Warrants
Subsequent Events
Price per warrant		4.25
Exercise price of warrants		$ 4.249

License Agreement (Details) $ in Millions		3 Months Ended
License Agreement (Details) $ in Millions	Mar. 22, 2022 USD ($) payment shares	Mar. 31, 2023 shares	Dec. 31, 2022 shares
License Agreement
Number of shares transferred \| shares	2,702,083
Series A-1 convertible preferred shares authorized \| shares			125,000
Agreement with Pfizer
License Agreement
Amount of cash transferred \| $	$ 5.0
Number of shares transferred \| shares	25,000
Percentage of interest	20.00%
Value allocated to in-process research and development \| $	$ 7.5
Number of development and regulatory milestone payments \| payment	12
Maximum amount of development and regulatory milestone payments \| $	$ 70.0
Maximum amount of sales milestone payments \| $	$ 525.0
Maximum annual earned royalty at a marginal royalty rate	20.00%
Percentage of anti-dilution provisions to be maintained	18.00%	18.00%
Series A-1 convertible preferred shares authorized \| shares		267,939

Subsequent Events

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Subsequent Events

Subsequent Events

13.

Subsequent Events

Equity Award Modification

On April 7, 2023, the Company and its President and Chief Operating Officer (the “COO”) entered into an agreement regarding the COO’s departure from the Company (the “Severance Agreement”). The Severance Agreement provides that, so long as the COO does not revoke the Severance Agreement and meets his obligations thereunder, 59,594 of the share options previously granted to him will become vested and exercisable, with any shares purchased under the option subject to an 18-month lockup period. The COO will be able to exercise the vested option by electing a net cashless exercise for purposes of both paying the exercise price and meeting minimum required tax withholding requirements. The terms of the Severance Agreement became effective on April 15, 2023.

New Lilly License

Effective April 26, 2023, the Company’s newly-formed subsidiary ZB17 LLC (“ZB17”) entered into a License, Development and Commercialization Agreement (the “ZB17 License Agreement,” and, together with the Lilly Agreement, the “Lilly Agreements”) with Lilly, for an exclusive license (the “ZB-106 License”) to develop, manufacture and commercialize a certain bispecific antibody

relating to IL-17 and BAFF (“ZB-106”) in exchange for an upfront cash payment of $5.8 million and 1,000,000 Class A Ordinary Shares, as well as a payment of $5.0 million payable upon the Company’s receipt of certain know-how, data, information and materials that Lilly is required to provide under the License Agreement. Under the ZB17 License Agreement, the Company is obligated to pay development and milestone payments up to an aggregate of $195 million, and up to an aggregate of $440 million based on thresholds of net sales. The Company is also obligated to pay Lilly an annual earned royalty at a marginal royalty rate in the mid-single digits to low-doubled digits, with increasing rates depending on net sales.

Private Placement

In April 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with certain individual and institutional accredited investors (the “Subscribers”) in connection with the sale by the Company (the “Private Placement”) of Class A Ordinary Shares, par value $0.0001 per share and pre-funded warrants (the “Pre-Funded Warrants”) (collectively, the “Securities”). Pursuant to the terms of the Subscription Agreements, each Class A Ordinary Share is being sold at a price of $4.25 per Share and each Pre-Funded Warrant is being sold at a price of $4.249 per Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.001 per Class A Ordinary Share and is exercisable for one Class A Ordinary Share at any time or times on or after April 26, 2023 until exercised in full. The Private Placement is expected to result in gross proceeds to the Company of approximately $80.0 million, before deducting placement agent fees and other offering expenses payable by the Company.

The consummation of the Private Placement will occur in two closings, the initial closing of which occurred on May 1, 2023. The second closing will occur on such date that is the second business day following the date shareholder approval is obtained. At the initial closing, Subscribers purchased an aggregate of 3,750,000 Shares for gross proceeds of approximately $15.9 million. At the second closing, Subscribers have committed to purchase an aggregate of 15,073,530 Shares (including 3,782,000 Shares issuable upon exercise of Pre-Funded Warrants) for additional gross proceeds of approximately $64.1 million.

Note 12 — Subsequent Events

The Company has evaluated subsequent events and transactions that occurred up to the date that these consolidated financial statements were issued. Except for the matters disclosed below, no additional subsequent events had occurred that would require recognition or disclosure in these consolidated financial statements.

Under the terms of the Note agreement with Hydra, Hydra had the right to accelerate the 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, the Company and Hydra signed a limited waiver letter under the Note, pursuant to which Hydra agreed to waive its acceleration right in consideration of Zura paying to Hydra 125% of the Principal Amount (equal to $10.0 million in the aggregate). The Note was repaid on March 20, 2023, upon the consummation of the Business Combination.

Prior to consummation of the Business Combination in March 2023, the Company granted options to purchase 14,420 Ordinary Shares to certain employees, executives, and directors. In addition, the Company awarded 4,626 restricted stock units (“RSUs”) to a director of the Company. As a result of these transactions and the Company’s contractual commitments under an anti-dilution provision, the Company issued 2,479 Series A-1 convertible preferred shares to an existing shareholder.

On March 20, 2023, the Company consummated the Business Combination pursuant to the terms of the business combination agreement, dates as of June 16, 2022 (as amended on September 20, 2022, November 14, 2022 and January 13, 2023). The Business Combination, together with the PIPE financing, the forward purchase agreement, and the sale of the backstop purchase shares, generated approximately $65.0 million. In connection with the Business Combination, all outstanding Series A-1 Convertible Preferred shares, Ordinary Shares, and options to purchase Ordinary Shares of the Company were converted into common stock, or options to purchase common stock of JATT.

Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Share-based Compensation
Share-based compensation expense		$ 2,366	$ 300
Options
Share-based Compensation
Unrecognized share-based compensation expense	$ 11,900	11,900
Share-based compensation expense expected to be recognized over a weighted average period	2 years 1 month 6 days
Restricted share units
Share-based Compensation
Unrecognized share-based compensation expense	$ 4,000	4,000
Share-based compensation expense expected to be recognized over a weighted average period	2 years 1 month 6 days
Research and development
Share-based Compensation
Share-based compensation expense		2,186
General and administrative
Share-based Compensation
Share-based compensation expense		$ 180

Note Payable

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Note Payable

Note Payable

10.

Note Payable

On December 8, 2022, the Company received $7.6 million in net proceeds from the issuance of a promissory note (the “Note”) issued to Hydra, LLC (“Hydra”) with a face amount of $8.0 million. The Note accrues interest at 9% per annum. The maturity date of the Note is the earlier of (i) twelve months from the date of the Note or (ii) five business dates after the date on which the Company consummates the Business Combination. The proceeds from the Note were used to acquire the Lilly License. If the registration statement on Form S-4 relating to the Business Combination had not been declared effective by the SEC by February 15, 2023, or if the Business Combination was not consummated by March 31, 2023, Hydra had the right to accelerate the Note and receive an amount equal to 120% of the face amount of the Note, plus accrued interest. On March 8, 2023, the Company signed a limited waiver letter under the Note, pursuant to which Hydra agreed to waive its acceleration right in consideration of the Company paying to Hydra 125% of the principal amount (equal to $10.0 million in the aggregate). The Note was repaid on March 20, 2023, upon the consummation of the Business Combination.

The Company elected to account for the Note at fair value (Note 4). The Company recorded any changes in the fair value of the Note during the period through other expense in the condensed consolidated statement of operations.

Note 8 — Note Payable

On December 8, 2022, the Company received $7.6 million in net proceeds from the issuance of a promissory note (the “Note”) issued to Hydra, LLC (“Hydra”) with a face amount of $8.0 million. The Note accrues interest at 9% per annum. The maturity date of the Note is the earlier of (i) twelve months from the date of the Note or (ii) five business dates after the date on which the Company consummates the Business Acquisition. The proceeds from the Note were used to acquire the Lilly License. If the registration statement on Form S-4 relating to the Business Combination has not been declared effective by the SEC by February 15, 2023, or if the Business Combination is not consummated by March 31, 2023, Hydra has the right to accelerate the Note and receive an amount equal to 120% of the face amount of the Note, plus accrued interest. As of December 31, 2022, the Company was in compliance with all provisions of the Note. See Note 12 for further details.

The Company elected to account for the Note at fair value (Note 4). The Company recorded any changes in the fair value of the Note through other expense in the consolidated statement of operations.

Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Millions	11 Months Ended
	Dec. 31, 2022	Mar. 31, 2023
Redeemable Noncontrolling Interest
Redemption value	$ 10.0	$ 10.0
Stone Peach
Redeemable Noncontrolling Interest
Percentage of right to sell	50.00%
Sale price per share	$ 2.040724
Series Seed preferred shares \| Stone Peach
Redeemable Noncontrolling Interest
Percentage of right to repurchase	50.00%
Price per share	$ 2.448869
Period for share repurchases	2 years
Series Seed preferred shares \| Z33 Bio Inc \| Stone Peach
Redeemable Noncontrolling Interest
Shares issued	4,900,222

License Agreement

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

License Agreement

License Agreement

6.	License Agreements

Pfizer

As of March 31, 2023, the Company does not owe any amounts under the Pfizer Agreement.

Lonza

Lilly License

Note 5 — License Agreements

As of December 31, 2022, the Company does not owe any amounts under the Agreement.

The Agreement also has anti-dilution provisions to allow Pfizer to maintain an 18% interest in the Company, as detailed in Note 6.

Lonza

Lilly License

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, 2022, none of the contingent payments were due.

Consolidated Balance Sheet - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Jan. 18, 2022
Current assets:
Cash	$ 43,963	$ 1,567
Prepaid expenses and other current assets	422	209
Total current assets	44,385	1,776
Deferred offering costs		3,486
Total assets	44,385	5,262
Current liabilities
Accounts payable and accrued expenses	4,993	4,428
Note payable		7,756
Research and development license consideration liability		2,634
Total current liabilities	4,993	14,818
Total liabilities	6,530	14,818
Commitments and contingencies
Convertible preferred shares
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		12,500
Redeemable noncontrolling interest	10,000	10,000
Shareholders' deficit
Ordinary Shares, $0.001 par value per share; 17,437 shares authorized as of December 31, 2022; 3,548 shares issued and outstanding as of December 31, 2022	3
Additional Paid in Capital	69,703
Accumulated deficit	(41,851)	(32,056)
Total shareholders' equity (deficit)	27,855	(32,056)	$ (7,819)	$ 0
Total liabilities, convertible preferred shares, redeemable noncontrolling interest and shareholders' equity (deficit)	$ 44,385	$ 5,262

Share-Based Compensation - Schedule of company's stock option activity of Option plans (Details) - USD ($) $ / shares in Units, $ in Thousands	11 Months Ended
	Dec. 31, 2022
UK Plan
Number of Options
Number of shares issued	3,547
Exercises of stock options (in Shares)	(3,547)
Weighted Average Remaining Contractual Life
Granted	9 years 4 months 24 days
Exercised	295 years
Aggregate Intrinsic Value
Granted	$ 295
US Plan
Number of Options
Beginning balance
Number of shares issued	3,547
Ending balance	3,547
Exercisable as of December 31, 2022	601
Weighted Average Exercise Price
Beginning balance
Granted	$ 90.5
Ending balance	90.5
Exercisable as of December 31, 2022	$ 90.5
Weighted Average Remaining Contractual Life
Granted	9 years 4 months 24 days
Outstanding as of September 30, 2022	9 years 4 months 24 days
Exercisable as of September 30, 2022	9 years 4 months 24 days
Aggregate Intrinsic Value
Outstanding as of January 18, 2022
Outstanding as of December 31, 2022	$ 1,804
Exercisable as of December 31, 2022	$ 306

Significant Accounting Policies - Net loss per share (Details) - shares	2 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2022	Mar. 31, 2023	Dec. 31, 2022
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive
Restricted share units	13,510,415	15,251,922	128,547
Total	13,510,415	15,251,922	128,547
Convertible preferred shares
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive
Restricted share units	13,510,415		125,000
Total	13,510,415		125,000
Warrants
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive
Restricted share units		12,809,996
Total		12,809,996
Options
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive
Restricted share units		1,941,933	3,547
Total		1,941,933	3,547
Restricted share units
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive
Restricted share units		499,993
Total		499,993

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED SHARES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
$ in Thousands

Redeemable Noncontrolling Interest

Recapitalization

Redeemable Noncontrolling Interest

Convertible Preferred Shares

Recapitalization

Convertible Preferred Shares

Class A Ordinary Shares

Recapitalization

Common Class A [Member]

Class A Ordinary Shares

Common Class A [Member]

Class A Ordinary Shares

Additional Paid-in Capital

Accumulated Deficit

Recapitalization

Accumulated Deficit

Recapitalization

Common Class A [Member]

Total

Convertible Preferred Shares

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

^[1]

$ 2,500

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

2,702,083

Issuance of Series A-1 convertible preferred shares for cash (in Shares)

10,808,332

Issuance of Series A-1 convertible preferred shares for cash

^[1]

$ 10,000

Issuance of Series A-1 convertible preferred shares for license

^[1]

2,500

Balance at Mar. 31, 2022

^[1]

12,500

Balance at Jan. 17, 2022

^[1]

$ 0

Balance as of January 18, 2022 (date of inception) (in Shares) at Jan. 17, 2022

Increase (Decrease) in Stockholders' Deficit

Issuance of Class A Ordinary Share at inception (in shares)

108

Net loss

$ (7,819)

Balance as of March 31, 2022 (in Shares) at Mar. 31, 2022

13,510,415

108

Balance as of March 31, 2022 at Mar. 31, 2022

(7,819)

Convertible Preferred Shares

Accretion of redeemable noncontrolling interest to redemption value

$ (6,652)

Balance (Shares) at Dec. 31, 2022

125,000

13,510,415

125,000

Balance at Dec. 31, 2022

$ 10,000

$ 12,500

^[1]

$ 12,500

^[1]

$ 12,500

Balance at Jan. 17, 2022

^[1]

$ 0

Balance as of January 18, 2022 (date of inception) (in Shares) at Jan. 17, 2022

Increase (Decrease) in Stockholders' Deficit

Issuance of Class A Ordinary Share at inception (in shares)

3,547

Net loss

$ (25,738)

Balance as of March 31, 2022 (in Shares) at Dec. 31, 2022

3,548

279,720

3,548

383,479

3,548

Balance as of March 31, 2022 at Dec. 31, 2022

$ 0

$ (32,056)

(32,056)

$ (32,056)

Balance (Shares) at Dec. 31, 2022

125,000

13,510,415

125,000

Balance at Dec. 31, 2022

10,000

$ 12,500

^[1]

$ 12,500

^[1]

$ 12,500

Balance at Jan. 18, 2022

Balance as of January 18, 2022 (date of inception) (in Shares) at Jan. 18, 2022

Balance as of January 18, 2022 (date of inception) at Jan. 18, 2022

$ 0

Increase (Decrease) in Stockholders' Deficit

Issuance of Class A Ordinary Share at inception (in shares)

Net loss

(1,595)

(25,738)

$ (25,738)

Balance as of March 31, 2022 (in Shares) at Dec. 31, 2022

3,548

279,720

3,548

383,479

3,548

Balance as of March 31, 2022 at Dec. 31, 2022

$ 0

$ (32,056)

(32,056)

$ (32,056)

Convertible Preferred Shares

Redeemable noncontrolling interest

$ 10,000

10,000

Recapitalization

13,385,415

Recapitalization

276,172

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

^[1]

$ 2,186

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

267,939

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

$ (14,686)

^[1]

$ 2

^[1]

14,684

14,686

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

(13,778,354)

13,778,354

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

$ 1

^[1]

48,350

48,351

Issuance of Class A Ordinary Shares in connection with Business Combination, including PIPE Investment, Forward Purchase Investment, and Backstop Shares (in shares)

12,444,081

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

4,488

Issuance of Class A Ordinary Shares to settle research and development license consideration liability (in shares)

550,000

Reclassification of public warrant liability to equity

2,001

Share-based compensation expense

180

Accretion of redeemable noncontrolling interest to redemption value

203

(203)

Issuance of Series A-1 convertible preferred shares for license

^[1]

$ 2,186

Balance at Dec. 31, 2022

10,000

$ 12,500

^[1]

$ 12,500

^[1]

12,500

Increase (Decrease) in Stockholders' Deficit

Net loss

(203)

(9,592)

Balance as of March 31, 2022 (in Shares) at Mar. 31, 2023

27,052,155

Balance as of March 31, 2022 at Mar. 31, 2023

$ 3

^[1]

$ 69,703

$ (41,851)

27,855

Convertible Preferred Shares

Redeemable noncontrolling interest

$ 10,000

[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

Consolidated Balance Sheet (Parenthetical)	Mar. 20, 2023 $ / shares	Mar. 16, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2022 £ / shares shares
CONDENSED CONSOLIDATED BALANCE SHEETS
Series A-1 convertible preferred shares, par value per share \| (per share)			$ 0.001	£ 0.001
Series A-1 convertible preferred shares, shares authorized			125,000	125,000
Series A-1 convertible preferred shares, shares issued			125,000	125,000
Class A common stock subject to possible redemption, outstanding (in shares)			125,000	125,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.001
Ordinary shares, shares authorized		300,000,000	17,437	17,437
Ordinary shares, shares issued			3,548	3,548
Number of shares outstanding			3,548	3,548

Fair Value Measurements - Private Placement Warrants (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 7,756
Assumption of private placement warrants	1,714
Change in fair value	(177)
Ending balance	1,537
Gain from the change in fair value of the private placement warrants	(177)
Private placement warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Gain from the change in fair value of the private placement warrants	$ 200

Warrants

3 Months Ended

Mar. 31, 2023

Warrants

Warrants

8.	Warrants

As the accounting acquirer, Zura Bio is deemed to have assumed 5,910,000 private placement warrants to purchase Class A that were held by JATT Ventures, L.P. (the “Sponsor”) at an exercise price of $11.50 and 6,899,996 public warrants to purchase Class A Ordinary Shares that were held by JATT’s public shareholders at an exercise price of $11.50. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

As of March 31, 2023, no warrants have been exercised or redeemed.

Public Warrants

The public warrants become exercisable into Class A Ordinary Shares commencing 30 days after the Business Combination and expire five years from the date of the Business Combination, or earlier upon redemption or liquidation. Each warrant entitles the holder to purchase one share of the Company’s Class A Ordinary Shares at a price of $11.50 per share, subject to certain adjustments.

The Company may redeem, with 30 days written notice, each whole outstanding public warrant for cash at a price of $0.01 per warrant if the Reference Value (as defined below) equals or exceeds $18.00 per share, subject to certain adjustments. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date at $11.50 per share, subject to certain adjustments. If the Company calls the public warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s Class A Ordinary Shares for any twenty trading days within the thirty trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

Private Placement Warrants

The private placement warrants are identical to the public warrants, except that the private placement warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial

purchasers or their permitted transferees, then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the public warrants.

Share-based Compensation (Details)						3 Months Ended
Share-based Compensation (Details)	Jan. 01, 2024 shares	Mar. 31, 2023 $ / shares shares	Mar. 20, 2023 shares	Mar. 16, 2023 shares	Jun. 08, 2022 Option Options shares	Mar. 31, 2023 $ / shares shares
Share-based Compensation
Number of stock option plans approved \| Option					2
Number of Class A Ordinary Shares available for issuance					13,889
Exchange ratio for Class A ordinary shares pursuant to the business combination			108.083	108.083		108.083
UK Plan
Share-based Compensation
Number of stock option plans approved \| Options					2
Number of Class A Ordinary Shares available for issuance					1,501,165
US Plan
Share-based Compensation
Number of Class A Ordinary Shares available for issuance					383,371
Equity Incentive Plan
Share-based Compensation
Percentage of discount for eligible employees				5.00%
Number of shares issued	4,029,898			8,059,796		1,558,562
Weighted-average assumptions used to estimate the fair value
Share price \| $ / shares		$ 8.16				$ 8.16
Expected volatility						96.50%
Risk-free rate						3.58%
Expected life						6 years 1 month 6 days
Employee Stock Purchase Plan
Share-based Compensation
Percentage of discount for eligible employees				15.00%
Number of shares issued		0		4,029,898

Income Taxes (Tables)

11 Months Ended

Dec. 31, 2022

Income Taxes

Schedule of components of loss before income taxes


	For the Period from
	January 18, 2022
	(date of inception) to
	December 31, 2022
U.S. operations	$	(15,253)
Non-U.S. operations	(12,080)
Total loss before income taxes	$	(27,333)

Schedule of reconciliation of the U.S. statutory federal income tax rate to effective tax rate

	For the Period from January 18, 2022 (date of inception) to December 31, 2022
Statutory income tax rate	21.0	%
Statutory income taxes, net of federal benefit	3.9	%
Permanent differences	(0.2)	%
Impact of non-U.S. earnings	(1.2)	%
Change in valuation allowance	(23.5)	%
Income tax provision (benefit)	—	%

Schedule of significant components of net deferred tax asset


	December 31,
	2022
Deferred tax assets:
Net operating loss carryforward	$	1,309
Accrued expenses and other		39
Capitalized research and development		51
Intangible assets acquired		5,020
Total deferred income tax assets		6,419
Valuation allowance		(6,419)
Total deferred income tax assets, net	$	—

Share-Based Compensation

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Share-based Compensation

Share-Based Compensation

9.	Share-based Compensation

On June 8, 2022, Legacy Zura’s board of directors approved two stock option plans, the UK Plan (the “UK Plan”) and the US Plan (the “US Plan”) (collectively, the “Option Plans”) which permit the granting of nonqualified share options to certain employees and directors. There were 1,501,165 Class A Ordinary Shares available for issuance under the Option Plans, of which 383,371 Class A Ordinary Shares were authorized for issuance under the US Plan.

On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Equity Incentive Plan (the “Equity Incentive Plan”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The Equity Incentive Plan allows for the grant of share options, both incentive and nonqualified share options; SARs, alone or in conjunction with other awards; restricted shares and restricted share units (“RSUs”); incentive bonuses, which may be paid in cash, shares, or a combination thereof; and other share-based awards. The maximum number of Class A Ordinary Shares that may be issued under the Equity Incentive Plan are equal to 4,029,898, with an annual increase on January 1st of each calendar year beginning on January 1, 2024 and ending on and including January 1, 2029, equal to the lesser of (i) 5.0% of the aggregate number of Class A Ordinary Shares outstanding on the final day of the immediately preceding calendar year, (ii) 8,059,796 Class A Ordinary Shares or (iii) such smaller number of shares as is determined by the board.

On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Employee Stock Purchase Plan (the “ESPP”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The maximum number of Class A Ordinary Shares that may be issued under the ESPP is 4,029,898, plus an aggregate number of Class A Ordinary Shares that are added under the Equity Incentive Plan on January 1st of each calendar year, beginning on January 1, 2024 and ending on and including January 1, 2029, as discussed above. The ESPP enables eligible employees of the Company and designated affiliates to purchase Class A Ordinary Shares at a discount of 15%. As of March 31, 2023, no shares no have been issued under the ESPP.

Upon closing of the Business Combination, all equity awards of Legacy Zura that were issued and outstanding under the Option Plans were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A Ordinary Shares under the Equity Incentive Plan. As a result, each of Legacy Zura’s equity awards were converted into an option to purchase Class A Ordinary Shares of the Company based on an exchange ratio of approximately 108.083.

Equity Incentive Plan

Share Options

The fair value of Equity Incentive Plan share options are estimated on the date of grant using the Black-Scholes option pricing model. The Company lacks significant company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s share options has been determined using the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The following weighted-average assumptions were used to estimate the fair value of the 2023 Equity Incentive Plan share options issued during the three months ended March 31, 2023:


	For the Three Months
	Ended March 31, 2023
Share price	$	8.16
Expected volatility		96.5	%
Risk-free rate		3.58	%
Expected life		6.1 years
Expected dividend yield		—	%

The following table summarizes the Company’s share option activity for the three months ended March 31, 2023:


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise Price		Contractual	Value
	Options	(per share)		Life (Years)	(in thousands)
Options outstanding at December 31, 2022	3,547	$	90.50	9.4	$	1,804
Recapitalization	379,824		(89.66)	—		—
Options outstanding at December 31, 2022	383,371		0.84	9.4		1,804
Granted	1,558,562		1.20	—		—
Options outstanding at March 31, 2023	1,941,933	$	1.13	9.6	$	26,781
Options vested and exercisable at March 31, 2023	85,708	$	0.84	9.2	$	1,207

Included in the table above are 45,611 PSOs that vest upon the Company raising external capital of $75 million or more. The milestone is considered outside of the Company’s control, and accordingly the vesting of the PSOs is not considered probable until the financing event occurs. As of March 31, 2023, no share-based compensation expense has been recognized in relation to these PSOs.

Restricted Share Units

The Company issued RSUs to a certain Director of the Board immediately prior to the closing of the Business Combination pursuant to the Equity Incentive Plan. The fair value has been estimated based on the closing price of the stock on the Closing Date of the Business Combination.


		Weighted
		Average
	Number of	Grant Date
	RSUs	Fair Value
RSUs at December 31, 2022	—	$	—
Granted	499,993		8.16
RSUs at March 31, 2023	499,993	$	8.16

The expense recognized related to RSUs during the three months ended March 31, 2023 was immaterial.

Other share-based compensation

In accordance with the anti-dilution provisions of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. During the three months ended March 31, 2023, the Company recognized expense in the amount of $2.2 million related to these Class A Ordinary Shares based on their grant date fair value.

Share-based Compensation Expense

Share-based compensation expense for all equity arrangements for the three months ended March 31, 2023 and the period ended March 31, 2022 was as follows:


			For the Period from
	For the Three		January 18, 2022
	Months Ended		(date of inception) to
	March 31,		March 31,
	2023		2022
Research and development	$	2,186	$	—
General and administrative		180		—
Total share-based compensation expense	$	2,366	$	—

As of March 31, 2023, there was approximately $11.9 million of total unrecognized share-based compensation expense related to options granted to employees, executives, and directors under the Company’s equity plans (excluding PSOs) that is expected to be recognized over a weighted average period of 2.1 years. As of March 31, 2023, there was approximately $4.0 million of total

unrecognized share-based compensation expense related to RSUs granted to a director under the Company’s 2023 Equity Incentive Plan that is expected to be recognized over a weighted average period of 2.1 years.

Note 7 — Share-Based Compensation

On June 8, 2022, the Company’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 are 13,889 shares of Ordinary Shares available for issuance under the Option Plans, of which 3,547 shares of Ordinary Shares are authorized for issuance under the US Plan (the “Authorized Shares”). As of December 31, 2022, there are 6,795 shares of Ordinary Shares available for issuance under the Option Plans.

UK Plan

On June 8, 2022, options to purchase 3,547 shares of the Company’s Ordinary Shares were subject to the rules of the UK Plan (the “UK Plan Options”). The UK Plan Options were granted outside of the Authorized Shares. The UK Plan Options were awarded to certain employees and directors of the Company with a par value exercise price per share, which vest upon grant and have a ten-year contractual term. The fair value of the UK Plan Options was determined to be the fair value of the underlying Ordinary Shares on the date of grant of $83.13 as the UK Plan Options were vested upon grant and have a nominal exercise price. The underlying Ordinary Shares were valued using an option pricing model to allocate fair value to each equity class from the total fair value of shareholders’ equity, which was determined based on previous preferred share transactions. The fair value also considered the timing, probability, and potential value of a potential future exit event.

The Company’s stock option activity for the UK Plan for the period ended December 31, 2022 was as follows:


	Number of Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 18, 2022 (date of inception)	—	$	—	—	$	—
Granted	3,547		—	9.4		295
Exercised	(3,547)		—	295
Outstanding as of December 31, 2022	—	$	—	—	$	—
Exercisable as of December 31, 2022	—	$	—	—	$	—

US Plan

On June 8, 2022, options to purchase 3,547 shares of the Company’s Ordinary Shares under the US Plan (the “US Plan Options”) were awarded to certain employees and directors of the Company with an exercise price per share of $90.50, which vest within a 4-year term and have a ten-year contractual life.

The fair value of US Plan Options are estimated on the date of grant using the Black-Scholes option pricing model. The Company is a private company and lacks 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 stock 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 US Stock Options for the period ended December 31, 2022:

Risk-free interest rate	3.0	%
Expected dividend yield	—
Expected term (years)	5.00 – 5.96
Expected volatility	95.1	%

For the period ended December 31, 2022, the weighted-average grant date fair value of the US Options was $63.63.

The Company’s stock option activity for the US Plan for the period ended December 31, 2022 was as follows:


	Number of Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 18, 2022 (date of inception)	—	$	—	—	$	—
Granted	3,547		90.5	9.4		—
Outstanding as of December 31, 2022	3,547	$	90.5	9.4	$	1,804
Exercisable as of December 31, 2022	601	$	90.5	9.4	$	306

The aggregate intrinsic value in the above table is calculated as the excess of the fair value of the Company’s Ordinary Shares above the exercise price of the stock options.

As of December 31, 2022, there was approximately $0.2 million of unrecognized compensation expense related to the stock options which will be recognized over the remaining weighted-average vesting term or approximately 3.29 years.

During the period ended December 31, 2022, the Company granted 422 PSOs under the US Plan, included in the table above, with a performance condition to vest upon a financing of $75.0 million or greater, excluding certain related party capital as defined in the grant agreement for the PSOs. As the performance conditions for the PSOs were not considered probable, no compensation expense related to these awards has been recorded for the period ended December 31, 2022.

UK Plan and US Plan

For the period ended December 31, 2022, the Company recorded share-based compensation expense of $0.3 million included in general and administrative expenses in the consolidated statement of operations.

Significant Accounting Policies (Policies)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Use of Estimates

Risks and Uncertainties

Segments

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.

Fair Value of Financial Instruments

Fair value of financial instruments

Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. As of December 31, 2022, the carrying amounts of the Company’s cash and accounts payable and accrued expenses approximated their estimated fair value due to their relatively short maturities.

Financial assets and liabilities are recorded at fair value on a recurring basis in the consolidated balance sheets. The carrying values of the Company’s financial assets and liabilities, including cash, prepaid and other current assets, accounts payable, and accrued expenses approximate to their fair value due to the short-term maturity of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows:

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2: Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Cash and Cash Equivalents

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.

Research and Development - License Acquired

Research and Development

Research and development (“R&D”) expenses consist primarily of consulting fees for medical and manufacturing advisory services and costs related to manufacturing material for preclinical studies. 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 stock options and stock options with non-market performance conditions (“PSOs”) based on their respective grant date fair values. Stock options that vest immediately and have a nominal exercise price are valued based on the fair value of the Company’s Ordinary Shares on the date of grant. The Company estimates the fair value of stock option grants that do not have a nominal exercise price 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 stock options 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 share-based compensation costs are recorded in general and administrative expenses in the consolidated statement of operations. Forfeitures are recorded as they occur.

Income Taxes

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), 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.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2022, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred for the period ended December 31, 2022.

Functional Currency

The Company’s functional and reporting currency is the U.S. Dollar. The Company recognizes gains and losses on cash and accounts payable that are denominated in a currency other than the Company’s functional currency. Such foreign currency

transactional gains and losses are recognized within other expense in the consolidated statement of operations. For the period ended December 31, 2022, the Company had $23,000 of net foreign currency transactional losses.

Comprehensive Loss

Comprehensive loss is equal to net loss as presented in the consolidated statement of operations, as the Company did not have any other comprehensive income or loss for the period presented.

Net Loss Per Share

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


	For the Three	For the Period from
	Months	January 18, 2022
	Ended	(date of inception) to
	March 31,	March 31,
	2023	2022
Convertible preferred shares	—	13,510,415
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares	12,809,996	—
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	1,941,933	—
Restricted share units	499,993	—
Total	15,251,922	13,510,415

Net Loss Per Ordinary Share

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


		For the Period from
		January 18, 2022
		(date of inception) to
		December 31, 2022
Shares issuable upon conversion of Series A-1 convertible preferred shares		125,000
Shares issuable upon exercise of options to purchase Ordinary Shares		3,547
Total		128,547

Recently Issued and Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements

Recently Issued and Recently Adopted Accounting Pronouncements

License Agreement - Lilly License (Details) - USD ($)			3 Months Ended	12 Months Ended
License Agreement - Lilly License (Details) - USD ($)	Dec. 08, 2022	Mar. 22, 2022	Mar. 31, 2023	Dec. 31, 2022
License Agreement
Aggregate fair value of the shares issued			$ 4,488,000
Number of shares transferred		2,702,083
Selling price per share			$ 2.040724
Z33 Series Seed Preferred Shares
License Agreement
Number of shares transferred			4,900,222
Stone Peach Properties, LLC
License Agreement
Right but not the obligation for purchase of issued shares, maximum percentage			50.00%
Purchase price per share			$ 2.448869
Threshold period from the date of agreement for purchase of issued shares			2 years
Right but not the obligation to sell the issued shares, maximum percentage			50.00%
Stone Peach Properties, LLC \| Z33 Series Seed Preferred Shares
License Agreement
Number of shares transferred			4,900,222
Right but not the obligation for purchase of issued shares, maximum percentage			50.00%
Purchase price per share			$ 2.448869
Threshold period from the date of agreement for purchase of issued shares			2 years
Right but not the obligation to sell the issued shares, maximum percentage			50.00%
Selling price per share			$ 2.040724
License agreement with Lilly
License Agreement
Amount of cash transferred	$ 7,000,000.0
Number of Class A ordinary shares agreed to issue upon the closing of the business combination				550,000
Issuance of ordinary shares to settle research and development license consideration liability				550,000
Aggregate fair value of the shares issued				$ 4,500,000
Amount of obligation to pay upon the completion of financing	3,000,000.0
Minimum gross proceeds from financing for obligation to pay	$ 100,000,000
Maximum amount of development and regulatory milestone payments				155,000,000.0
Maximum amount of sales milestone payments				$ 440,000,000.0
Maximum annual earned royalty at a marginal royalty rate				20.00%
Contingent payments due			$ 0
License agreement with Lilly \| Z33 Series Seed Preferred Shares
License Agreement
Issuance of Z33 series seed preferred shares if the business combination was not consummated				4,702,867

Recapitalization - Shares outstanding (Details)	Mar. 20, 2023 shares
Recapitalization
Class A Ordinary Shares issued and outstanding (in shares)	27,052,155
Percentage on outstanding shares	100.00%
Redemption Backstop
Recapitalization
Class A Ordinary Shares issued and outstanding (in shares)	1,301,633
Percentage on outstanding shares	4.80%
Redemption Backstop Consideration
Recapitalization
Class A Ordinary Shares issued and outstanding (in shares)	2,500,000
Percentage on outstanding shares	9.20%
PIPE Investment
Recapitalization
Class A Ordinary Shares issued and outstanding (in shares)	2,009,950
Percentage on outstanding shares	7.40%
Forward Purchase Agreement
Recapitalization
Class A Ordinary Shares issued and outstanding (in shares)	3,000,000
Percentage on outstanding shares	11.10%
JATT Public shareholders
Recapitalization
Class A Ordinary Shares issued and outstanding (in shares)	182,498
Percentage on outstanding shares	0.70%
Zura shares issued - Lilly license
Recapitalization
Class A Ordinary Shares issued and outstanding (in shares)	550,000
Percentage on outstanding shares	2.00%
JATT Founders
Recapitalization
Class A Ordinary Shares issued and outstanding (in shares)	3,450,000
Percentage on outstanding shares	12.80%
Legacy Zura Equityholders
Recapitalization
Class A Ordinary Shares issued and outstanding (in shares)	14,058,074
Percentage on outstanding shares	52.00%

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Expenses
Accounts payable	$ 2,409	$ 2,010
Accrued payroll	651	260
Accrued bonus	916	141
Accrued offering costs	154	655
Accrued research and development costs	518	490
Accrued consulting fees	35	451
Accrued legal costs	107	308
Other accrued expenses	203	113
Total accounts payable and accrued expenses	$ 4,993	$ 4,428

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Cash flows from operating activities
Net loss before redeemable noncontrolling interest	$ (9,795)
Adjustments to reconcile net loss to net cash used in operating activities:
Anti-dilution share issuance compensation	2,186
Share-based compensation	180
Change in fair value of share-based payment liability	1,854
Change in fair value of note payable	2,244
Change in fair value of private placement warrants	(177)
Foreign exchange transaction loss	9
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(213)
Accounts payable and accrued expenses	455
Net cash used in operating activities	(3,257)
Cash flows from financing activities
Settlement of note payable	(10,000)
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination	56,683
Payment of deferred transaction costs	(1,030)
Net cash provided by financing activities	45,653
Net increase in cash	42,396
Cash, beginning of period	1,567
Cash, end of period	43,963
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Conversion of Series A-1 convertible preferred shares for Class A Ordinary Shares	14,686
Assumption of public and private placement warrants in connection with Business Combination	3,715
Reclassification of public warrant liability to equity	2,001
Settlement of research and development license consideration liability	4,488
Transaction costs include in accounts payable	154
Reclassification of deferred transaction costs to additional paid-in capital	$ 4,015

Convertible Preferred Shares and Shareholders' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands				3 Months Ended
	Mar. 20, 2023 $ / shares shares	Mar. 16, 2023 $ / shares shares	Mar. 22, 2022 USD ($) Vote $ / shares	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Asset Acquisition [Line Items]
Number of Class A ordinary shares on conversion	267,939
Class A ordinary shares, par value per share \| $ / shares	$ 0.0001	$ 0.0001			$ 0.001
Exchange ratio for Class A ordinary shares pursuant to the business combination	108.083	108.083		108.083
Class A ordinary shares authorized		300,000,000			17,437
Preferred shares, shares authorized		1,000,000		1,000,000	0
Preferred shares, par value per share \| $ / shares		$ 0.0001		$ 0.0001	$ 0.0001
Preferred shares, shares issued				0	0
Preferred shares, shares outstanding				0	0
Series A-1 convertible preferred shares, minimum gross aggregate subscription with respect to new Ordinary Shares required for conversion \| $			$ 50,000
Anti-Dilution, percentage of ownership interest to be maintained			18.00%
Anti-Dilution, minimum equity to be raised \| $			$ 20,000
Anti-Dilution, minimum gross aggregate subscription amount required for expiration of provision \| $			50,000
Series A-1 convertible preferred shares, dividends declared \| $			$ 0
Series A-1 convertible preferred shares, liquidation preference per share \| $ / shares			$ 131
Series A-1 convertible preferred shares, number of votes per share \| Vote			1
Legacy Zura
Asset Acquisition [Line Items]
Class A ordinary shares, par value per share \| $ / shares	$ 0.001
License Agreement and a Series A-1 Subscription and Shareholder's Agreement with Pfizer [Member]
Asset Acquisition [Line Items]
Anti-Dilution, percentage of ownership interest to be maintained			18.00%
Minimum value of capital to be raised for not being subject to anti-dilution \| $			$ 30,000

Recapitalization - PIPE Investment (Details) - $ / shares		11 Months Ended
	Mar. 13, 2023	Dec. 31, 2022
Recapitalization
Number of Class A shares issued		3,547
PIPE Subscription Agreement
Recapitalization
Number of Class A shares issued	2,009,950
Price per share	$ 10.00

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Series A-1 convertible preferred shares, par value per share \| (per share)		$ 0.001
Series A-1 convertible preferred shares authorized		125,000
Series A-1 convertible preferred shares issued		125,000
Series A-1 convertible preferred shares outstanding		125,000
Preferred shares, par value per share \| $ / shares	$ 0.0001	$ 0.0001
Preferred shares authorized	1,000,000	0
Preferred shares issued	0	0
Preferred shares outstanding	0	0
Class A ordinary shares, par value per share \| $ / shares		$ 0.001
Class A ordinary shares authorized		17,437
Class A ordinary shares issued		3,548
Class A ordinary shares outstanding		3,548
Class A Ordinary shares
Class A ordinary shares, par value per share \| $ / shares	$ 0.0001
Class A ordinary shares authorized	300,000,000	1,884,649
Class A ordinary shares issued	27,052,155	383,479
Class A ordinary shares outstanding	27,052,155	383,479
Series A one convertible preferred shares
Series A-1 convertible preferred shares, par value per share \| $ / shares	$ 0.001	$ 0.001
Series A-1 convertible preferred shares authorized	0	13,510,415
Series A-1 convertible preferred shares issued	0	13,510,415
Series A-1 convertible preferred shares outstanding	0	13,510,415

Fair Value Measurements (Tables)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurements

Schedule of liabilities measured at fair value on a recurring basis


	March 31, 2023
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Private placement warrants	$	—	$	1,537	$	—	$	1,537


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Note payable	$	—	$	—	$	7,756	$	7,756
Research and development license consideration	$	—	$	—	$	2,634	$	2,634

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Note payable	$	—	$	—	$	7,756	$	7,756
Research and development license consideration		—		—		2,634		2,634
Total	$	—	$	—	$	10,390	$	10,390

Summary of change in the fair value of the liabilities


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	7,756
Remeasurement of the Note to settlement value upon the Closing of the Business Combination		2,244
Settlement of the Note		(10,000)
Balance at March 31, 2023	$	—


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	2,634
Remeasurement of the liability to settlement value upon the Closing of the Business Combination		1,854
Settlement of the liability		(4,488)
Balance at March 31, 2023	$	—


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	—
Assumption of private placement warrants		1,714
Change in fair value		(177)
Balance at March 31, 2023	$	1,537

Notes payable

Fair Value Measurements

Summary of change in the fair value of the liabilities


	December 31, 2022
Beginning balance	$	—
Initial measurement of note payable		7,600
Change upon remeasurement to fair value		156
Ending balance	$	7,756

Research and development license consideration

Fair Value Measurements

Summary of change in the fair value of the liabilities


	December 31, 2022
Beginning balance	$	—
Initial measurement of research and development license consideration		2,449
Change upon remeasurement to fair value		185
Ending balance	$	2,634

Share-based Compensation

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Share-based Compensation

Share-based Compensation

9.	Share-based Compensation

Equity Incentive Plan

Share Options

The following weighted-average assumptions were used to estimate the fair value of the 2023 Equity Incentive Plan share options issued during the three months ended March 31, 2023:


	For the Three Months
	Ended March 31, 2023
Share price	$	8.16
Expected volatility		96.5	%
Risk-free rate		3.58	%
Expected life		6.1 years
Expected dividend yield		—	%

The following table summarizes the Company’s share option activity for the three months ended March 31, 2023:


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise Price		Contractual	Value
	Options	(per share)		Life (Years)	(in thousands)
Options outstanding at December 31, 2022	3,547	$	90.50	9.4	$	1,804
Recapitalization	379,824		(89.66)	—		—
Options outstanding at December 31, 2022	383,371		0.84	9.4		1,804
Granted	1,558,562		1.20	—		—
Options outstanding at March 31, 2023	1,941,933	$	1.13	9.6	$	26,781
Options vested and exercisable at March 31, 2023	85,708	$	0.84	9.2	$	1,207

Restricted Share Units


		Weighted
		Average
	Number of	Grant Date
	RSUs	Fair Value
RSUs at December 31, 2022	—	$	—
Granted	499,993		8.16
RSUs at March 31, 2023	499,993	$	8.16

The expense recognized related to RSUs during the three months ended March 31, 2023 was immaterial.

Other share-based compensation

Share-based Compensation Expense

Share-based compensation expense for all equity arrangements for the three months ended March 31, 2023 and the period ended March 31, 2022 was as follows:


			For the Period from
	For the Three		January 18, 2022
	Months Ended		(date of inception) to
	March 31,		March 31,
	2023		2022
Research and development	$	2,186	$	—
General and administrative		180		—
Total share-based compensation expense	$	2,366	$	—

Note 7 — Share-Based Compensation

UK Plan

The Company’s stock option activity for the UK Plan for the period ended December 31, 2022 was as follows:


	Number of Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 18, 2022 (date of inception)	—	$	—	—	$	—
Granted	3,547		—	9.4		295
Exercised	(3,547)		—	295
Outstanding as of December 31, 2022	—	$	—	—	$	—
Exercisable as of December 31, 2022	—	$	—	—	$	—

US Plan

The following weighted-average assumptions were used to estimate the fair value of the US Stock Options for the period ended December 31, 2022:

Risk-free interest rate	3.0	%
Expected dividend yield	—
Expected term (years)	5.00 – 5.96
Expected volatility	95.1	%

For the period ended December 31, 2022, the weighted-average grant date fair value of the US Options was $63.63.

The Company’s stock option activity for the US Plan for the period ended December 31, 2022 was as follows:


	Number of Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 18, 2022 (date of inception)	—	$	—	—	$	—
Granted	3,547		90.5	9.4		—
Outstanding as of December 31, 2022	3,547	$	90.5	9.4	$	1,804
Exercisable as of December 31, 2022	601	$	90.5	9.4	$	306

The aggregate intrinsic value in the above table is calculated as the excess of the fair value of the Company’s Ordinary Shares above the exercise price of the stock options.

UK Plan and US Plan

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2023
Fair Value Measurements
Transfers between level 1 and level 2	$ 0	$ 0
Transfers level 2 and level 3	0	0
Transfers into or out of level 3	$ 0	0
Recurring
Fair Value Measurements
Financial liabilities		10,390
Private placement warrants
Fair Value Measurements
Financial liabilities			$ 1,537
Note payable
Fair Value Measurements
Financial liabilities		7,756
Research and development license consideration
Fair Value Measurements
Financial liabilities		2,634
Level 2 \| Private placement warrants
Fair Value Measurements
Financial liabilities			$ 1,537
Level 3 \| Recurring
Fair Value Measurements
Financial liabilities		10,390
Level 3 \| Note payable
Fair Value Measurements
Financial liabilities		7,756
Level 3 \| Research and development license consideration
Fair Value Measurements
Financial liabilities		$ 2,634

Fair Value Measurements

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

4.	Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are:

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Financial instruments consist of cash, prepaid and other current assets, accounts payable and accrued expenses, note payable, private placement warrants, and research and development license consideration. The carrying values of the Company’s cash, prepaid and other current assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments.

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and the fair value hierarchy of the valuation techniques utilized.


	March 31, 2023
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Private placement warrants	$	—	$	1,537	$	—	$	1,537


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Note payable	$	—	$	—	$	7,756	$	7,756
Research and development license consideration	$	—	$	—	$	2,634	$	2,634

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

Note payable

The Company elected the fair value option to account for its Note payable to Hydra, LLC (see Note 10). The fair value of the Note payable at issuance was measured as the cash proceeds from the Note. The fair value of the Note payable subsequent to issuance was estimated using the probability-weighted expected return method (“PWERM”), whereby the total settlement obligation under the Note was determined based on the amounts payable to Hydra under various scenarios. The PWERM’s output is determined based on inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The PWERM contemplated three scenarios: i) the Company consummates the Business Combination without triggering an event of default, ii) the Company triggers an event of default, and consummates the Business Combination, and iii) the Company does not consummate the Business Combination. The settlement value of each scenario was determined using a discounted cash flow model. Significant estimates in the cash flow model include the discount rate and time to repayment. As of December 31, 2022, the weighted average discount rate was 9.0%, and the weighted average time to repayment was 0.6 years, each weighted by the probability of the scenario. Upon the Closing Date of the Business Combination, the Note was remeasured to the settlement value and subsequently repaid for a total of $10.0 million. The following table provides a summary of changes in the estimated fair value of the Note:


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	7,756
Remeasurement of the Note to settlement value upon the Closing of the Business Combination		2,244
Settlement of the Note		(10,000)
Balance at March 31, 2023	$	—

The Company recorded a loss on remeasurement of the Note of $2.2 million for the three months ended March 31, 2023 within change in fair value of note payable on the condensed consolidated statement of operations.

Research and development license consideration

As consideration for the Lilly License (see Note 6), Lilly agreed to receive either 550,000 Zura Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. As of December 31, 2022, the arrangement was liability classified and remeasured at fair value at each reporting date (the research and development license consideration liability). The fair value of the research and development license consideration liability was estimated using the PWERM, whereby the total settlement obligation was determined based upon the fair value of the JATT Class A Ordinary Shares, the Z33 Series Seed Preferred Shares, and the probability of the consummation of the Business Combination. As certain of the inputs to the PWERM are not observable in the market, the research and development license consideration liability represented a Level 3 measurement within the fair value hierarchy. As of December 31, 2022, the fair value of JATT Class A Ordinary Shares was determined to be $7.66 per share, a discount to the trading price due to the shares being subject to a lock-up provision. As of December 31, 2022, the fair value of Z33 Series Seed Preferred Shares was determined to be $0.15 per share.

Upon the Closing Date of the Business Combination, the liability was remeasured to its settlement value and subsequently settled through the issuance of 550,000 Class A Ordinary Shares of Zura. The aggregate fair value of the Class A Ordinary Shares of Zura issued to Lilly was determined to be $4.5 million, or $8.16 per share. The following table provides a summary of changes in the estimated fair value of the liability:


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	2,634
Remeasurement of the liability to settlement value upon the Closing of the Business Combination		1,854
Settlement of the liability		(4,488)
Balance at March 31, 2023	$	—

The Company recorded a loss on the remeasurement of the research and development license consideration liability of $1.9 million for the three months ended March 31, 2023 within research and development on the condensed consolidated statement of operations.

Private Placement Warrants

As of March 31, 2023, the Company has private placement warrants (see Note 9). Such warrants are measured at fair value on a recurring basis. Because the transfer of private placement warrants to non-permitted transferees would result in the private placement warrants having substantially the same terms as the public warrants, the Company determined that the fair value of each private placement warrant is consistent with that of a public warrant. Accordingly, the private placement warrants are classified as Level 2 financial instruments. The following table provides a summary of changes in the estimated fair value of the private placement warrants:


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	—
Assumption of private placement warrants		1,714
Change in fair value		(177)
Balance at March 31, 2023	$	1,537

The Company recorded a gain from the change in fair value of the private placement warrants of $0.2 million for the three months ended March 31, 2023 within change in fair value of private placement warrants on the condensed consolidated statement of operations.

Note 3 — Fair Value Measurements

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2022, and the fair value hierarchy of the valuation techniques utilized.

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Note payable	$	—	$	—	$	7,756	$	7,756
Research and development license consideration		—		—		2,634		2,634
Total	$	—	$	—	$	10,390	$	10,390

There were no transfers into or out of Level 3 during the period ended December 31, 2022.

The Company elected the fair value option to account for its Note payable to Hydra, LLC. Refer to Note 8 for further details on the Note. 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 two 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, 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 year, each weighted by the probability of the scenario. The Company recorded any changes in the fair value of the Note through other expense in the consolidated statement of operations.

As consideration for the Lilly License (see Note 5), Lilly will receive either 550,000 shares of JATT common stock 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 is not consummated (the research and development license consideration liability). The arrangement is liability classified and remeasured at fair value at each reporting date. 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 common stock, 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 common stock 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. The Company recorded any changes in the fair value of the research and development license consideration liability within research and development on the consolidated statement of operations.

Level 3 Financial Liabilities

The following table summarizes the change in the fair value of the note payable for the period ended December 31, 2022:


	December 31, 2022
Beginning balance	$	—
Initial measurement of note payable		7,600
Change upon remeasurement to fair value		156
Ending balance	$	7,756

The $0.2 million change in fair value is included in other expense in the consolidated statement of operations for the period ended December 31, 2022.

The following table summarizes the change in the fair value of the research and development license consideration liability for the period ended December 31, 2022:


	December 31, 2022
Beginning balance	$	—
Initial measurement of research and development license consideration		2,449
Change upon remeasurement to fair value		185
Ending balance	$	2,634

The $0.2 million change in fair value is included in research & development in the consolidated statement of operations for the period ended December 31, 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes - U.S. statutory federal income tax rate (Details)	11 Months Ended
	Dec. 31, 2022
Income Taxes
Statutory income tax rate	21.00%
Statutory income taxes, net of federal benefit	3.90%
Permanent differences	(0.20%)
Impact of non-U.S. earnings	(1.20%)
Change in valuation allowance	23.50%

License Agreement - Lilly License (Details) $ / shares in Units, $ in Millions		11 Months Ended
	Dec. 08, 2022 USD ($) installment	Dec. 31, 2022 USD ($) $ / shares shares
Stone Peach [Member]
License Agreement
Percentage of right to sell		50.00%
Sale price per share \| $ / shares		$ 2.040724
Series Seed preferred shares \| Stone Peach [Member]
License Agreement
Percentage of right to repurchase		50.00%
Price per share \| $ / shares		$ 2.448869
Period for share repurchases		2 years
Series Seed preferred shares \| Z33 Bio Inc \| Stone Peach [Member]
License Agreement
Shares issued \| shares		4,900,222
Lilly license
License Agreement
Upfront cash payment	$ 7.0
Research and development license consideration liability		$ 2.6
Percentage of right to sell		50.00%
Sale price per share \| $ / shares		$ 2.040724
Amount obligated to pay	3.0
Gross proceeds from financing	$ 100.0
Number of commercial, development and regulatory milestone payments \| installment	10
Aggregate amount of commercial, development and regulatory milestone payments	$ 155.0
Maximum amount of sales milestone payments	$ 440.0
Maximum annual earned royalty at a marginal royalty rate	20.00%
Lilly license \| Z33 Bio Inc \| Stone Peach [Member]
License Agreement
Percentage of right to repurchase		50.00%
Price per share \| $ / shares		$ 2.448869
Period for share repurchases		2 years
Lilly license \| Series Seed preferred shares
License Agreement
Number of shares to be issued \| shares		4,702,867
Lilly license \| Series Seed preferred shares \| Z33 Bio Inc \| Stone Peach [Member]
License Agreement
Shares issued \| shares		4,900,222
Lilly license \| JATT Common stock
License Agreement
Number of shares to be issued \| shares		550,000

Fair Value Measurements (Tables)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurements

Schedule of liabilities measured at fair value on a recurring basis


	March 31, 2023
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Private placement warrants	$	—	$	1,537	$	—	$	1,537


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Note payable	$	—	$	—	$	7,756	$	7,756
Research and development license consideration	$	—	$	—	$	2,634	$	2,634

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Note payable	$	—	$	—	$	7,756	$	7,756
Research and development license consideration		—		—		2,634		2,634
Total	$	—	$	—	$	10,390	$	10,390

Schedule of changes in the estimated fair value


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	7,756
Remeasurement of the Note to settlement value upon the Closing of the Business Combination		2,244
Settlement of the Note		(10,000)
Balance at March 31, 2023	$	—


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	2,634
Remeasurement of the liability to settlement value upon the Closing of the Business Combination		1,854
Settlement of the liability		(4,488)
Balance at March 31, 2023	$	—


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	—
Assumption of private placement warrants		1,714
Change in fair value		(177)
Balance at March 31, 2023	$	1,537

Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-based Compensation

Schedule of weighted-average assumptions used to estimate the fair value


	For the Three Months
	Ended March 31, 2023
Share price	$	8.16
Expected volatility		96.5	%
Risk-free rate		3.58	%
Expected life		6.1 years
Expected dividend yield		—	%

Schedule of share option activity


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise Price		Contractual	Value
	Options	(per share)		Life (Years)	(in thousands)
Options outstanding at December 31, 2022	3,547	$	90.50	9.4	$	1,804
Recapitalization	379,824		(89.66)	—		—
Options outstanding at December 31, 2022	383,371		0.84	9.4		1,804
Granted	1,558,562		1.20	—		—
Options outstanding at March 31, 2023	1,941,933	$	1.13	9.6	$	26,781
Options vested and exercisable at March 31, 2023	85,708	$	0.84	9.2	$	1,207

Schedule of restricted Share units activity


		Weighted
		Average
	Number of	Grant Date
	RSUs	Fair Value
RSUs at December 31, 2022	—	$	—
Granted	499,993		8.16
RSUs at March 31, 2023	499,993	$	8.16

Schedule of allocation of share-based compensation expense


			For the Period from
	For the Three		January 18, 2022
	Months Ended		(date of inception) to
	March 31,		March 31,
	2023		2022
Research and development	$	2,186	$	—
General and administrative		180		—
Total share-based compensation expense	$	2,366	$	—

Fair Value Measurements

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

4.	Fair Value Measurements

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.


	March 31, 2023
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Private placement warrants	$	—	$	1,537	$	—	$	1,537


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Note payable	$	—	$	—	$	7,756	$	7,756
Research and development license consideration	$	—	$	—	$	2,634	$	2,634

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

Note payable


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	7,756
Remeasurement of the Note to settlement value upon the Closing of the Business Combination		2,244
Settlement of the Note		(10,000)
Balance at March 31, 2023	$	—

Research and development license consideration


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	2,634
Remeasurement of the liability to settlement value upon the Closing of the Business Combination		1,854
Settlement of the liability		(4,488)
Balance at March 31, 2023	$	—

Private Placement Warrants


	For the Three
	Months Ended
	March 31, 2023
Balance at December 31, 2022	$	—
Assumption of private placement warrants		1,714
Change in fair value		(177)
Balance at March 31, 2023	$	1,537

Note 3 — Fair Value Measurements

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Note payable	$	—	$	—	$	7,756	$	7,756
Research and development license consideration		—		—		2,634		2,634
Total	$	—	$	—	$	10,390	$	10,390

There were no transfers into or out of Level 3 during the period ended December 31, 2022.

Level 3 Financial Liabilities

The following table summarizes the change in the fair value of the note payable for the period ended December 31, 2022:


	December 31, 2022
Beginning balance	$	—
Initial measurement of note payable		7,600
Change upon remeasurement to fair value		156
Ending balance	$	7,756

The $0.2 million change in fair value is included in other expense in the consolidated statement of operations for the period ended December 31, 2022.

The following table summarizes the change in the fair value of the research and development license consideration liability for the period ended December 31, 2022:


	December 31, 2022
Beginning balance	$	—
Initial measurement of research and development license consideration		2,449
Change upon remeasurement to fair value		185
Ending balance	$	2,634

The $0.2 million change in fair value is included in research & development in the consolidated statement of operations for the period ended December 31, 2022.

- Definition

+ References + Details

Organization and Description of Business (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		11 Months Ended
	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2022
Organization and Description of Business
Accumulated deficit		$ (41,851)		$ (32,056)	$ (32,056)
Net loss	$ (7,819)	(9,592)	$ 7,800	(25,738)	(25,738)
Cash and cash equivalents		44,000		$ 1,600	$ 1,600
Proceeds from issuance of ordinary shares upon closing of business combination		$ 56,683

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Redeemable Noncontrolling Interest

11 Months Ended

Dec. 31, 2022

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interest

Note 11 — Redeemable Noncontrolling Interest

As a finder’s fee for the Lilly License, the Company’s consolidated subsidiary Z33 issued 4,900,222 shares of Z33 Series Seed Preferred Shares. Zura has the right, but not the obligation to purchase up to 50% of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $2.448869 for a period of two years from the date of the agreement. Stone Peach has the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $2.040724 (the “Put Option”). Stone Peach may exercise its option at any time between the first anniversary and the second anniversary of the transaction. As it is not possible to specifically identify the shares that may be redeemed by exercising the Put Option, and the applicable unit of account is each share, the Company assessed that each share must be considered redeemable until the exercise or the expiration of the Put Option. Accordingly, the Z33 Series Seed Preferred Shares issued to Stone Peach represents redeemable noncontrolling interest.

The redeemable noncontrolling interest is recognized at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. As of December 31, 2022, the redeemable noncontrolling interest balance was the redemption value of $10.0 million.

Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accounts Payable and Accrued Expenses

Schedule of accounts payable and accrued expenses


	March 31, 2023		December 31, 2022
Accounts payable	$	2,409	$	2,010
Accrued payroll		651		260
Accrued bonus		916		141
Accrued offering costs		154		655
Accrued research and development costs		518		490
Accrued consulting fees		35		451
Accrued legal costs		107		308
Other accrued expenses		203		113
Total accounts payable and accrued expenses	$	4,993	$	4,428

	December 31, 2022
Accounts payable	$	2,010
Accrued offering costs		655
Accrued research and development costs		490
Accrued consulting costs		451
Accrued legal costs		308
Accrued payroll		260
Accrued bonus		141
Other accrued expenses		113
Total accounts payable and accrued expenses	$	4,428

Consolidated Statement of Cash Flows $ in Thousands	11 Months Ended
Consolidated Statement of Cash Flows $ in Thousands	Dec. 31, 2022 USD ($)
Cash flows from operating activities
Net loss	$ (27,333)
Adjustments to reconcile net loss to net cash used in operating activities:
Research and development-acquired licenses	21,892
Share-based compensation expense	334
Change in fair value of research and development license consideration liability	185
Change in fair value of note payable	156
Foreign exchange transaction loss	23
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(209)
Accounts payable and accrued expense	3,750
Net cash used in operating activities	(1,202)
Cash flows from investing activities
Purchase of research and development license	(12,000)
Net cash used in investing activities	(12,000)
Cash flows from financing activities
Proceeds from issuance of Series A-1 convertible preferred shares	10,000
Proceeds from note payable	7,600
Payment of deferred offering costs	(2,831)
Net cash provided by financing activities	14,769
Net increase in cash	1,567
Cash, beginning of period	0
Cash, end of period	1,567
Supplemental disclosure of noncash investing and financing activities:
Issuance of subsidiary redeemable preferred shares for license	4,943
Issuance of Series A-1 convertible preferred shares for license	2,500
Research and development consideration liability for license	2,449
Deferred offering costs included in accounts payable and accrued expenses	655
Non-cash transfers to redeemable noncontrolling interest	$ 5,057

Convertible Preferred Shares and Shareholders' Equity (Deficit)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Convertible Preferred Shares and Shareholders' Equity (Deficit)

Convertible Preferred Shares and Shareholders' Equity (Deficit)

7.	Convertible Preferred Shares and Shareholders’ Equity (Deficit)

Prior to the Business Combination, Legacy Zura was authorized to issue Class A Ordinary Shares and Series A-1 convertible preferred shares. The outstanding Class A Ordinary Shares and Series A-1 convertible preferred shares of Legacy Zura are presented on the consolidated balance sheet and on the statement of changes in convertible preferred shares, redeemable noncontrolling interest and shareholders’ deficit for the annual period ended December 31, 2022.

Business Combination

Immediately prior to the Closing Date of the Business Combination, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. The shares were issued in accordance with the anti-dilution provision of the Pfizer Agreement.

On the Closing Date and in accordance with the terms and subject to the conditions of the Business Combination, each Class A Ordinary Share of Legacy Zura, par value $0.001 per share, Series A-1 convertible preferred share, outstanding option (whether vested or unvested), and restricted share unit (whether vested or unvested) were canceled and converted into a comparable number of awards that consisted of either the rights to receive or acquire the Company’s Class A Ordinary Shares, par value $0.0001 per share, as determined by the exchange ratio pursuant to the Business Combination Agreement. The exchange ratio is approximately 108.083.

On March 16, 2023, in connection with the closing of the Business Combination and effective upon the Closing Date, the Company authorized 300,000,000 Class A Ordinary Shares, par value of $0.0001 and 1,000,000 preferred shares, par value of $0.0001.

Series A-1 Convertible Preferred Shares Rights and Preferences

Conversion

Each share of Series A-1 convertible preferred shares is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number shares of the Company’s Ordinary Shares, subject to adjustment.

Each share of Series A-1 convertible preferred shares will automatically be converted into a share of the Company’s Ordinary Shares, subject to adjustment, immediately upon the occurrence of an initial public offering with a gross aggregate subscription with respect to new Ordinary Shares of greater than $50.0 million. The Ordinary Shares resulting from this conversion will rank pari passu with the existing Ordinary Shares at the time of conversion.

Anti-Dilution

Dividends

The holders of shares of Series A-1 convertible preferred shares are entitled to receive dividends, of profits available for distribution as determined by the Company’s board of directors with the consent of the majority of the shareholders, payable on a pro rata, pari passu basis. No dividends have been declared by the Company’s board of directors.

Liquidation

In the event of any voluntary or involuntary liquidation or return of capital (other than a conversion, redemption or purchase of shares) of the Company, the holders of the Series A-1 convertible preferred shares are entitled to receive a liquidation preference prior to any distribution to the holders of Ordinary Shares in the amount $131 per share.

Voting Rights

The holders of the Series A-1 convertible preferred shares are entitled to one vote per share, unless the Series A-1 shares are convertible into a greater number of Ordinary Shares or the holders of Series A-1 convertible preferred shares are entitled to any anti-dilution shares, in which case the holders of Series A-1 convertible preferred shares are entitled to the number of votes that the holder would be entitled upon conversion to Ordinary Shares or after the issuance of the anti-dilution shares, respectively.

Redemption Rights

The Series A-1 convertible preferred shares are not mandatorily redeemable at the option of the holder.

As of March 31, 2023, no preferred shares were issued and outstanding.

Note 6 — Convertible Preferred Shares and Shareholders’ Deficit

As of December 31, 2022, the Company was authorized to issue 17,437 Ordinary Shares with a par value of $0.001 per share and 125,000 shares of Series A-1 convertible preferred shares with a par value of $0.001 per share. The par value of the Company’s shares are stated at 0.001 GBP per share which approximates US$0.001, which is included on the Company’s consolidated balance sheet.

For the period ended December 31, 2022, the Company issued 3,547 Ordinary Shares for the exercise of stock options.

On March 22, 2022, the Company issued 100,000 shares of Series A-1 convertible preferred shares to Hana Immunotherapeutic LLC (“Hana”) for $10.0 million in cash and 25,000 shares of Series A-1 convertible preferred shares to Pfizer for the Agreement. See Note 5.

Series A-1 Convertible Preferred Shares Rights and Preferences 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 $20.0 million in equity, where any capital raised above this threshold is not subject to anti-dilution. The anti-dilution provision expires upon an admission of the shares to trading on a recognized investment exchange where the gross aggregate subscription amount is greater than $50.0 million.

Dividends

Liquidation

Voting Rights

Redemption Rights

The Series A-1 convertible preferred shares are not mandatorily redeemable at the option of the holder.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 43,963	$ 1,567
Prepaid expenses and other current assets	422	209
Total current assets	44,385	1,776
Deferred offering costs		3,486
Total assets	44,385	5,262
Current liabilities:
Accounts payable and accrued expenses	4,993	4,428
Note payable		7,756
Research and development license consideration liability		2,634
Total current liabilities	4,993	14,818
Private placement warrants	1,537
Total liabilities	6,530	14,818
Commitments and contingencies
Convertible preferred shares
Series A-1 convertible preferred shares, $0.001 par value, 0 and 13,510,415 shares authorized, issued and outstanding as of March 31, 2023 and December 31, 2022		12,500
Redeemable noncontrolling interest	10,000	10,000
Shareholders' Equity (Deficit):
Preferred shares, $0.0001 par value, 1,000,000 and -0- authorized as of March 31, 2023 and December 31, 2022, respectively; -0- issued and outstanding as of March 31, 2023 and December 31, 2022
Class A Ordinary shares, $0.0001 par value, 300,000,000 authorized, 27,052,155 issued and outstanding as of March 31, 2023; $0.0001 par value, 1,884,649 authorized, 383,479 issued and outstanding as of December 31, 2022	3
Additional paid-in capital	69,703
Accumulated deficit	(41,851)	(32,056)
Total shareholders' equity (deficit)	27,855	(32,056)
Total liabilities, convertible preferred shares, redeemable noncontrolling interest and shareholders' equity (deficit)	$ 44,385	$ 5,262

Organization and Description of Business

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Organization and Description of Business

Organization and Description of Business

1.	Organization and Description of Business

Zura Bio Limited, a Cayman Islands exempted company, formerly known as JATT Acquisition Corp (“JATT”), together with its subsidiaries (collectively, the “Company” or “Zura” or “Zura Bio”), is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168, a fully anti-IL7Ra monoclonal antibody, which it has licensed from Pfizer, Inc. (“Pfizer”) and torudokimab, a high affinity monoclonal antibody, which it has licensed from Eli Lilly and Company (“Lilly”). The Company’s accounting predecessor, Zura Bio Limited (herein referred to as “Legacy Zura”), was formed in the United Kingdom (“UK”) on January 18, 2022 (“Inception”).

Business Combination

On March 20, 2023 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of a business combination agreement (the “Business Combination Agreement”), dated as of June 16, 2022 (as amended on September 20, 2022, November 14, 2022, and January 13, 2023), by and among JATT, JATT Merger Sub, JATT Merger Sub 2, Zura Bio Holdings Ltd. (“Holdco”), and Legacy Zura. Pursuant to the Business Combination Agreement, (a) before the closing of the Business Combination, Holdco was established as a new holding company of Legacy Zura and became a party to the Business Combination Agreement; and (b) on the Closing, in sequential order: (i) Merger Sub merged with and into Holdco, with Holdco continuing as the surviving company and a wholly owned subsidiary of JATT; (ii) immediately following the Merger, Holdco merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company and a wholly owned subsidiary of JATT; and (iii) JATT changed its name to “Zura Bio Limited”.

The Business Combination has been accounted for as a reverse recapitalization, with Legacy Zura being the accounting acquirer and JATT as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represent the accounts of Legacy Zura. The shares and net loss per share attributable to ordinary shareholders of Legacy Zura prior to the Closing Date have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement.

Prior to the Business Combination, JATT’s public shares, public warrants, and public units were listed on the New York Stock Exchange (“NYSE”) under the symbols “JATT,” “JATT.WS,” and “JATT.U,” respectively. On March 20, 2023, the Company’s Class A ordinary shares (“Class A Ordinary Shares”) and public warrants began trading on the Nasdaq under the symbols “ZURA” and “ZURAW,” respectively. See Note 3, Recapitalization for additional details.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an emerging growth company.

Change in Fiscal Year End

On November 18, 2022, the Board of Directors approved a change in the Company’s fiscal year end from March 31 to December 31. The Company’s 2022 fiscal year began at inception on January 18, 2022, and ended on December 31, 2022.

The change in fiscal year end also applies retrospectively to all previously issued financial statements for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022.

Liquidity

The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company has an accumulated deficit of $41.9 million and $32.1 million as of March 31, 2023 and December 31, 2022, respectively, and a net loss of $9.6 million and $7.8 million for the three months ended March 31, 2023 and the period ended March 31, 2022, respectively. The Company’s existing sources of liquidity as of March 31, 2023 includes $44.0 million in cash.

Prior to the Business Combination, the Company historically funded operations primarily with issuances of convertible preferred shares and a promissory note. Upon the closing of the Business Combination, the Company received $56.7 million in net cash proceeds. The Company’s cash requirements include, but are not limited to, product manufacturing costs and working capital requirements. The Company expects such operating losses and negative cash flows from operations will continue over the next twelve months.

Note 1 — Organization and Description of Business Operations

Zura Bio Limited (the “Company” or “Zura Bio”) was formed in the United Kingdom (“UK”) on January 18, 2022 (“Inception”).

Zura Bio is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168, a fully anti- IL7Ra monoclonal antibody, which it has licensed from Pfizer, Inc. (“Pfizer”) and torudokimab, a high affinity monoclonal antibody, which it has licensed from Eli Lilly and Company (“Lilly”).

Business Combination

On June 16, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with JATT Acquisition Corp (“JATT”), a special purpose acquisition company. On March 20, 2023 (the “Closing Date”), JATT consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of 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, Holdco, and Zura Bio. Pursuant to the Business Combination Agreement, (a) before the closing of the Business Combination, Holdco was established as a new holding company of Zura Bio 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, together with the PIPE financing, the Forward Purchase Agreement, and the Redemption Backstop, generated approximately $65.0 million in gross proceeds. On March 21, 2023, Zura Bio Limited’s securities began trading on Nasdaq under the symbol “ZURA”.

The Business Combination has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Under this method of accounting, JATT is treated as the “acquired” company for financial reporting purposes based upon the terms of the Business Combination which resulted in the following: (i) Zura Bio shareholders as a group hold the largest share of the combined company with a majority of the voting interest following the closing of the Business Combination, (ii) Zura Bio nominated 4 out of 7 Directors of the Board, (iii) all of Zura Bio’s existing management will continue in their key positions in the management team of the combined company and (iv) Zura Bio is the largest of the combining entities based on historical operating activity and has the larger employee base. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Zura Bio issuing shares for the net assets of JATT, accompanied by a recapitalization. The net assets of JATT are stated at historical cost which approximate fair value, with no goodwill or other intangible assets recorded.

Emerging Growth Company Status

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, effective immediately. The Company’s 2022 fiscal year began at inception on January 18, 2022, and ended on December 31, 2022.

The change in fiscal year end also applies retrospectively to all previously issued financial statements for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022.

Liquidity and Management’s Plans

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 $32.1 million as of December 31, 2022 and a net loss of $25.7 million for the period ended December 31, 2022. To date, the Company’s operations have been funded through the sale of Series A-1 convertible preferred shares. As of December 31, 2022, the Company has $1.6 million in cash.

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through March 2024. The Company’s cash requirements include, but are not limited to business combination costs, product manufacturing costs, and working capital requirements. The Company expects such operating losses and negative cash flows from operations will continue in 2023. The Company expects its cash on hand as of the date of the consolidated financial statements and gross proceeds of $65 million from the business combination will be sufficient to meet the Company’s obligations at least twelve months beyond the date of issuance of the consolidated financial statements.

The Company’s future operations are highly dependent on a combination of factors, including (1) the success of its research and development programs; (2) the development of competitive therapies by other biotechnology and pharmaceutical companies, (3) the Company’s ability to manage growth of the organization; (4) the Company’s ability to protect its technology and products; and, ultimately (5) regulatory approval and market acceptance of a product.

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Expenses
Accounts payable	$ 2,409	$ 2,010
Accrued offering costs	154	655
Accrued research and development costs	518	490
Accrued consulting costs	35	451
Accrued legal costs	107	308
Accrued payroll	651	260
Accrued bonus	916	141
Other accrued expenses	203	113
Total accounts payable and accrued expenses	$ 4,993	$ 4,428

Organization and Description of Business Operations

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Organization and Description of Business

Organization and Description of Business Operations

1.	Organization and Description of Business

Business Combination

Emerging Growth Company Status

Change in Fiscal Year End

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.

Liquidity

Note 1 — Organization and Description of Business Operations

Zura Bio Limited (the “Company” or “Zura Bio”) was formed in the United Kingdom (“UK”) on January 18, 2022 (“Inception”).

Business Combination

Emerging Growth Company Status

Change in Fiscal Year End

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.

Liquidity and Management’s Plans

Accounts Payable and Accrued Expenses

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

5.	Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses is comprised of the following as of March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Accounts payable	$	2,409	$	2,010
Accrued payroll		651		260
Accrued bonus		916		141
Accrued offering costs		154		655
Accrued research and development costs		518		490
Accrued consulting fees		35		451
Accrued legal costs		107		308
Other accrued expenses		203		113
Total accounts payable and accrued expenses	$	4,993	$	4,428

Note 4 — Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses is comprised of the following as of December 31, 2022:

	December 31, 2022
Accounts payable	$	2,010
Accrued offering costs		655
Accrued research and development costs		490
Accrued consulting costs		451
Accrued legal costs		308
Accrued payroll		260
Accrued bonus		141
Other accrued expenses		113
Total accounts payable and accrued expenses	$	4,428

Fair Value Measurements - Additional information (Details) $ / shares in Units, $ in Thousands	11 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Z33 Bio Inc \| Series Seed preferred shares
Fair Value Measurements
Shares issued \| shares	4,702,867
Fair value price per share \| $ / shares	$ 0.15
J A T T Acquisition Corp
Fair Value Measurements
Number of shares to be issued \| shares	550,000
Fair value price per share \| $ / shares	$ 7.66
Level 3
Fair Value Measurements
Financial assets, transfers into level 3	$ 0
Financial assets, transfers out of level 3	0
Financial liabilities, transfers into level 3	0
Financial liabilities, transfers out of level 3	$ 0
Weighted average discount rate
Fair Value Measurements
Financial liability, measurement input	0.090
Weighted average time to repayment
Fair Value Measurements
Financial liability, measurement input	0.6

Recapitalization - Forward Purchase Agreement and Redemption Backstop (Details) $ / shares in Units, $ in Thousands			11 Months Ended
	Mar. 20, 2023 USD ($) $ / shares shares	Jan. 27, 2022 USD ($) $ / shares shares	Dec. 31, 2022 shares
Recapitalization
Issuance of Class A Ordinary Share at inception (in shares)			3,547
Forward Purchase Agreement \| FPA Investors
Recapitalization
Issuance of Class A Ordinary Share at inception (in shares)		3,000,000
Price per share \| $ / shares		$ 10
Issuance of Class A Ordinary Share at inception \| $		$ 30,000,000
Number of additional shares issued in consideration for the FPA Investors entering into the latest amendment	2,500,000
Monetary consideration of additional shares issued in consideration for the FPA Investors entering into the latest amendment \| $	$ 0
Forward Purchase Agreement \| FPA Investors \| Class A
Recapitalization
Price per share \| $ / shares	$ 10
Maximum number of shares issued as public share redemptions were greater than 90% at the time of the Business Combination		15,000,000
Number of shares issued as public share redemptions were greater than 90% at the time of the Business Combination	1,301,633
Aggregate value of shares issued as public share redemptions were greater than 90% at the time of the Business Combination \| $	$ 13,016,330
Amended Forward Purchase Agreements Member
Recapitalization
Minimum shareholders redemptions with business combination		0.90

Significant Accounting Policies

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Significant Accounting Policies

Use of Estimates

Risks and Uncertainties

Warrants

Net Loss Per Share

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


	For the Three	For the Period from
	Months	January 18, 2022
	Ended	(date of inception) to
	March 31,	March 31,
	2023	2022
Convertible preferred shares	—	13,510,415
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares	12,809,996	—
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	1,941,933	—
Restricted share units	499,993	—
Total	15,251,922	13,510,415

Recent Accounting Pronouncements

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Use of Estimates

Risks and Uncertainties

Segments

Fair value of financial instruments

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Cash and Cash Equivalents

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 in connection with the business combination. The deferred offering costs will be offset against the proceeds from the transaction upon the consummation of the business combination. Should the business combination be abandoned or not be considered probable, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations. During the period ended December 31, 2022, the Company incurred deferred offering costs of $3.5 million of which $0.7 million has not been paid and is included in accounts payable and accrued expenses in the consolidated balance sheet as of December 31, 2022.

Research and Development

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

Share-Based Compensation

Income Taxes

Functional Currency

Comprehensive Loss

Comprehensive loss is equal to net loss as presented in the consolidated statement of operations, as the Company did not have any other comprehensive income or loss for the period presented.

Net Loss Per Ordinary Share

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


		For the Period from
		January 18, 2022
		(date of inception) to
		December 31, 2022
Shares issuable upon conversion of Series A-1 convertible preferred shares		125,000
Shares issuable upon exercise of options to purchase Ordinary Shares		3,547
Total		128,547

Recently Issued and Recently Adopted Accounting Pronouncements

Consolidated Statement of Changes in Convertible Preferred Shares, Redeemable Noncontrolling Interest and Shareholders' Deficit - USD ($) $ in Thousands	Redeemable Noncontrolling Interest [Member]	Convertible Preferred Shares	Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance as of January 18, 2022 (date of inception) (in Shares) at Jan. 17, 2022			0
Increase (Decrease) in Stockholders' Deficit
Issuance of Class A Ordinary Share at inception (in shares)			108
Net loss					$ (7,819)	$ (7,819)
Balance as of March 31, 2022 (in Shares) at Mar. 31, 2022			108
Balance as of March 31, 2022 at Mar. 31, 2022					(7,819)	$ (7,819)
Balance (Shares) at Dec. 31, 2022		125,000				125,000
Balance at Dec. 31, 2022	$ 10,000	$ 12,500				$ 12,500
Balance as of January 18, 2022 (date of inception) (in Shares) at Jan. 17, 2022			0
Increase (Decrease) in Stockholders' Deficit
Issuance of Class A Ordinary Share at inception (in shares)						3,547
Net loss						$ (25,738)
Balance as of March 31, 2022 (in Shares) at Dec. 31, 2022			3,548			3,548
Balance as of March 31, 2022 at Dec. 31, 2022			$ 0	$ 0	(32,056)	$ (32,056)
Balance (Shares) at Jan. 18, 2022		0
Balance at Jan. 18, 2022	0	$ 0
Convertible Preferred Shares
Issuance of Series A-1 convertible preferred shares for cash (in Shares)		100,000
Issuance of Series A-1 convertible preferred shares for cash		$ 10,000
Issuance of Series A-1 convertible preferred shares for license (in Shares)		25,000
Issuance of Series A-1 convertible preferred shares for license		$ 2,500
Issuance of Subsidiary redeemable preferred shares for license	4,943
Balance (Shares) at Dec. 31, 2022		125,000				125,000
Balance at Dec. 31, 2022	10,000	$ 12,500				$ 12,500
Balance as of January 18, 2022 (date of inception) (in Shares) at Jan. 18, 2022			0
Balance as of January 18, 2022 (date of inception) at Jan. 18, 2022			$ 0	0	0	0
Increase (Decrease) in Stockholders' Deficit
Issuance of Class A Ordinary Share at inception (in shares)			1
Exercise of stock options (in Shares)			3,547
Share-based compensation expense				334		334
Net loss	(1,595)				(25,738)	(25,738)
Accretion of redeemable noncontrolling interest to redemption value	6,652			(334)	(6,318)	$ (6,652)
Balance as of March 31, 2022 (in Shares) at Dec. 31, 2022			3,548			3,548
Balance as of March 31, 2022 at Dec. 31, 2022			$ 0	0	(32,056)	$ (32,056)
Increase (Decrease) in Stockholders' Deficit
Net loss	$ (203)				(9,592)	(9,592)
Balance as of March 31, 2022 at Mar. 31, 2023				$ 69,703	$ (41,851)	$ 27,855

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2023
Document and Entity Information [Abstract]
Document Type	S-1
Entity Registrant Name	Zura Bio Ltd
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001855644
Amendment Flag	false

Subsequent Events

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Subsequent Events

Subsequent Events

13.

Subsequent Events

Equity Award Modification

New Lilly License

Private Placement

Note 12 — Subsequent Events

Significant Accounting Policies

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Significant Accounting Policies

Use of Estimates

Risks and Uncertainties

Warrants

Net Loss Per Share

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


	For the Three	For the Period from
	Months	January 18, 2022
	Ended	(date of inception) to
	March 31,	March 31,
	2023	2022
Convertible preferred shares	—	13,510,415
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares	12,809,996	—
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	1,941,933	—
Restricted share units	499,993	—
Total	15,251,922	13,510,415

Recent Accounting Pronouncements

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Use of Estimates

Risks and Uncertainties

Segments

Fair value of financial instruments

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Cash and Cash Equivalents

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

Research and Development

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

Share-Based Compensation

Income Taxes

Functional Currency

Comprehensive Loss

Comprehensive loss is equal to net loss as presented in the consolidated statement of operations, as the Company did not have any other comprehensive income or loss for the period presented.

Net Loss Per Ordinary Share

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


		For the Period from
		January 18, 2022
		(date of inception) to
		December 31, 2022
Shares issuable upon conversion of Series A-1 convertible preferred shares		125,000
Shares issuable upon exercise of options to purchase Ordinary Shares		3,547
Total		128,547

Recently Issued and Recently Adopted Accounting Pronouncements

Convertible Preferred Shares and Shareholders' Deficit (Details) $ / shares in Units, $ in Thousands		11 Months Ended
	Mar. 22, 2022 USD ($) Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Mar. 20, 2023 $ / shares	Mar. 16, 2023 $ / shares shares	Dec. 31, 2022 £ / shares shares
Convertible Preferred Shares and Shareholders' Equity (Deficit)
Ordinary shares, shares authorized \| shares		17,437		300,000,000	17,437
Ordinary shares, par value (in dollars per share) \| $ / shares		$ 0.001	$ 0.0001	$ 0.0001
Series A-1 convertible preferred shares, shares authorized \| shares		125,000			125,000
Series A-1 convertible preferred shares, par value per share \| (per share)		$ 0.001			£ 0.001
Number of Series A-1 convertible preferred shares issued for cash \| shares	100,000
Value of Series A-1 convertible preferred shares issued for cash \| $	$ 10,000
Issuance of Series A-1 convertible preferred shares for license (in Shares) \| shares	25,000
Number of Class A shares issued \| shares		3,547
Series A-1 convertible preferred shares, minimum gross aggregate subscription with respect to new Ordinary Shares required for conversion \| $	$ 50,000
Anti-Dilution, percentage of ownership interest to be maintained	18.00%
Anti-Dilution, minimum equity to be raised \| $	$ 20,000
Anti-Dilution, minimum gross aggregate subscription amount required for expiration of provision \| $	50,000
Series A-1 convertible preferred shares, dividends declared \| $	$ 0
Series A-1 convertible preferred shares, liquidation preference per share \| $ / shares	$ 131
Series A-1 convertible preferred shares, number of votes per share \| Vote	1

Consolidated Statement of Operations $ in Thousands	11 Months Ended
Consolidated Statement of Operations $ in Thousands	Dec. 31, 2022 USD ($) $ / shares shares
Operating expenses:
General and administrative	$ 3,473
Research and development	23,689
Total operating expenses	27,162
Loss from operations	(27,162)
Other expense	(171)
Loss before income taxes	(27,333)
Net loss attributable to redeemable noncontrolling interest	1,595
Net loss	(25,738)
Accretion of redeemable noncontrolling interest to redemption value	(6,652)
Net loss attributable to Class A Ordinary Shareholders of Zura	$ (32,390)
Net loss per Ordinary Share attributable to Shareholders of Zura, basic \| $ / shares	$ (15,345)
Diluted net income per ordinary share \| $ / shares	$ (15,345)
Basic weighted average ordinary shares outstanding \| shares	2,111
Diluted weighted average common shares outstanding \| shares	2,111

Note Payable (Details) - Note payable - USD ($) $ in Millions	Dec. 08, 2022	Mar. 08, 2023
Note Payable
Percentage of interest rate	9.00%
Maturity term	12 months
Number of days after the date of business combination for maturity term	5 days
Percentage of the face amount including accrued interest payable if the business combination not consummated	120.00%
Hydra
Note Payable
Proceeds form issuance of note	$ 7.6
Face amount of note	$ 8.0	$ 10.0
Percentage of principal amount payable for waiving the acceleration right in consideration		125.00%

Convertible Preferred Shares and Shareholders' Deficit

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Convertible Preferred Shares and Shareholders' Equity (Deficit)

Convertible Preferred Shares and Shareholders' Deficit

7.	Convertible Preferred Shares and Shareholders’ Equity (Deficit)

Business Combination

Series A-1 Convertible Preferred Shares Rights and Preferences

Conversion

Anti-Dilution

Dividends

Liquidation

Voting Rights

Redemption Rights

The Series A-1 convertible preferred shares are not mandatorily redeemable at the option of the holder.

As of March 31, 2023, no preferred shares were issued and outstanding.

Note 6 — Convertible Preferred Shares and Shareholders’ Deficit

For the period ended December 31, 2022, the Company issued 3,547 Ordinary Shares for the exercise of stock options.

Series A-1 Convertible Preferred Shares Rights and Preferences Conversion

Anti-Dilution

Dividends

Liquidation

Voting Rights

Redemption Rights

The Series A-1 convertible preferred shares are not mandatorily redeemable at the option of the holder.

License Agreement (Details) $ in Millions		3 Months Ended
License Agreement (Details) $ in Millions	Mar. 22, 2022 USD ($) payment shares	Mar. 31, 2023
License Agreement
Number of shares transferred \| shares	2,702,083
Agreement with Pfizer
License Agreement
Amount of cash transferred	$ 5.0
Number of shares transferred \| shares	25,000
Percentage of interest	20.00%
Value allocated to in-process research and development	$ 7.5
Number of development and regulatory milestone payments \| payment	12
Maximum amount of development and regulatory milestone payments	$ 70.0
Maximum amount of sales milestone payments	$ 525.0
Maximum annual earned royalty at a marginal royalty rate	20.00%
Percentage of anti-dilution provisions to be maintained	18.00%	18.00%

Share-based Compensation - Restricted Share Units (Details) - Restricted share units	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of RSUs
Granted \| shares	499,993
Ending balance \| shares	499,993
Weighted Average Grant Date Fair Value
Granted \| $ / shares	$ 8.16
Ending balance \| $ / shares	$ 8.16

Significant Accounting Policies (Tables)

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Schedule of potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive


	For the Three	For the Period from
	Months	January 18, 2022
	Ended	(date of inception) to
	March 31,	March 31,
	2023	2022
Convertible preferred shares	—	13,510,415
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares	12,809,996	—
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	1,941,933	—
Restricted share units	499,993	—
Total	15,251,922	13,510,415


		For the Period from
		January 18, 2022
		(date of inception) to
		December 31, 2022
Shares issuable upon conversion of Series A-1 convertible preferred shares		125,000
Shares issuable upon exercise of options to purchase Ordinary Shares		3,547
Total		128,547

Share-based Compensation - Share option activity (Details)			3 Months Ended	11 Months Ended	12 Months Ended
	Jan. 01, 2024 shares	Mar. 16, 2023 shares	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Aggregate Intrinsic Value
Share-based compensation expense \| $			$ 2,366,000	$ 300,000
PSO
Aggregate Intrinsic Value
Share-based compensation expense \| $			45,611,000
Amount of external capital raised \| $			$ 75,000,000
Equity Incentive Plan
Number of Options
Beginning balance \| shares			383,371
Granted \| shares	4,029,898	8,059,796	1,558,562
Ending balance \| shares			1,941,933	383,371	383,371
Options vested and exercisable \| shares			85,708
Weighted Average Exercise Price
Beginning balance \| $ / shares			$ 0.84
Granted \| $ / shares			1.20
Ending balance \| $ / shares			1.13	$ 0.84	$ 0.84
Options vested and exercisable \| $ / shares			$ 0.84
Weighted Average Remaining Contractual Life
Outstanding			9 years 7 months 6 days		9 years 4 months 24 days
Options vested and exercisable			9 years 2 months 12 days
Aggregate Intrinsic Value
Outstanding \| $			$ 26,781,000	$ 1,804,000	$ 1,804,000
Options vested and exercisable \| $			$ 1,207,000
Equity Incentive Plan \| Recapitalization
Number of Options
Beginning balance \| shares			3,547
Recapitalization \| shares					379,824
Ending balance \| shares				3,547	3,547
Weighted Average Exercise Price
Beginning balance \| $ / shares			$ 90.50
Recapitalization \| $ / shares					$ (89.66)
Ending balance \| $ / shares				$ 90.50	$ 90.50
Weighted Average Remaining Contractual Life
Outstanding					9 years 4 months 24 days
Aggregate Intrinsic Value
Outstanding \| $				$ 1,804,000	$ 1,804,000

Note Payable

3 Months Ended

11 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Note Payable

Note Payable

10.

Note Payable

Note 8 — Note Payable

On December 8, 2022, the Company received $7.6 million in net proceeds from the issuance of a promissory note (the “Note”) issued to Hydra, LLC (“Hydra”) with a face amount of $8.0 million. The Note accrues interest at 9% per annum. The maturity date of the Note is the earlier of (i) twelve months from the date of the Note or (ii) five business dates after the date on which the Company consummates the Business Acquisition. The proceeds from the Note were used to acquire the Lilly License. If the registration statement on Form S-4 relating to the Business Combination has not been declared effective by the SEC by February 15, 2023, or if the Business Combination is not consummated by March 31, 2023, Hydra has the right to accelerate the Note and receive an amount equal to 120% of the face amount of the Note, plus accrued interest. As of December 31, 2022, the Company was in compliance with all provisions of the Note. See Note 12 for further details.

The Company elected to account for the Note at fair value (Note 4). The Company recorded any changes in the fair value of the Note through other expense in the consolidated statement of operations.

Redeemable Noncontrolling Interest

3 Months Ended

Mar. 31, 2023

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interest

12.

Redeemable Noncontrolling Interest

As a finder’s fee for the Lilly License, the Company’s consolidated subsidiary Z33 issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach. Zura has the right, but not the obligation to purchase up to 50% of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $2.448869 for a period of two years from the date of the agreement. Stone Peach has the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $2.040724 (the “Put Option”). Stone Peach may exercise its option at any time between the first anniversary and the second anniversary of the transaction. As it is not possible to specifically identify the shares that may be redeemed by exercising the Put Option, and the applicable unit of account is each share, the Company assessed that each share must be considered redeemable until the exercise or the expiration of the Put Option. Accordingly, the Z33 Series Seed Preferred Shares issued to Stone Peach represents redeemable noncontrolling interest.

The redeemable noncontrolling interest is recognized at the redemption value as of the balance sheet date. As of March 31, 2023 and December 31, 2022, the redeemable noncontrolling interest balance was the redemption value of $10.0 million.

Significant Accounting Policies - Net Loss Per Share (Details) - shares	2 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2022	Mar. 31, 2023	Dec. 31, 2022
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive
Total	13,510,415	15,251,922	128,547
Shares issuable upon conversion of Series A-1 convertible preferred shares
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive
Total	13,510,415		125,000
Shares issuable upon exercise of options to purchase Ordinary Shares
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive
Total		1,941,933	3,547