SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Zura Bio Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G9TY5A101
(CUSIP Number)
June 5, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ | Rule 13d-1(b) |
☒ | Rule 13d-1(c) |
☐ | Rule 13d-1(d) |
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Act) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of that Act (however, see the Notes).
CUSIP No. G9TY5A101
1. |
NAMES OF REPORTING PERSONS
AI Biotechnology LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY:
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER:
0 | ||||
6. | SHARED VOTING POWER:
4,200,000(1) | |||||
7. | SOLE DISPOSITIVE POWER:
0 | |||||
8. | SHARED DISPOSITIVE POWER:
4,200,000(1) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,200,000(1) | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
9.29%(2) | |||||
12. |
TYPEOF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) |
(1) | Represents (i) 2,100,000 Class A Ordinary Shares, and (ii) 2,100,000 pre-funded warrants held by AI Biotechnology LLC to purchase Class A Ordinary Shares at $0.001 per share, which are exercisable at any time or times on or after the date of issuance until exercised in full (the Private Placement Warrants). |
(2) | Based on 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuers Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the Securities and Exchange Commission (the SEC) on May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 (plus the issuance of pre-funded warrants for purchase of 3,782,000 Class A Ordinary Shares) to certain institutional and accredited investors (the Transaction)), and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants. |
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CUSIP No. G9TY5A101
1. |
NAMES OF REPORTING PERSONS
Access Industries Holdings LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY:
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER:
0 | ||||
6. | SHARED VOTING POWER:
4,200,000(1) | |||||
7. | SOLE DISPOSITIVE POWER:
0 | |||||
8. | SHARED DISPOSITIVE POWER:
4,200,000(1) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,200,000(1) | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
9.29%(2) | |||||
12. |
TYPEOF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) |
(1) | Represents (i) 2,100,000 Class A Ordinary Shares and (ii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants. |
(2) | Based on 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuers Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the SEC May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 in connection with the Transaction, and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants. |
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CUSIP No. G9TY5A101
1. |
NAMES OF REPORTING PERSONS
Access Industries Management, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY:
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER:
0 | ||||
6. | SHARED VOTING POWER:
4,200,000(1) | |||||
7. | SOLE DISPOSITIVE POWER:
0 | |||||
8. | SHARED DISPOSITIVE POWER:
4,200,000(1) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,200,000(1) | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
9.29%(2) | |||||
12. |
TYPEOF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) |
(1) | Represents (i) 2,100,000 Class A Ordinary Shares and (ii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants. |
(2) | Based on 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuers Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the SEC May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 in connection with the Transaction, and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants. |
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CUSIP No. G9TY5A101
1. |
NAMES OF REPORTING PERSONS
Len Blavatnik | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY:
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER:
0 | ||||
6. | SHARED VOTING POWER:
4,200,000(1) | |||||
7. | SOLE DISPOSITIVE POWER:
0 | |||||
8. | SHARED DISPOSITIVE POWER:
4,200,000(1) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,200,000(1) | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
9.29%(2) | |||||
12. |
TYPEOF REPORTING PERSON (SEE INSTRUCTIONS):
IN (Individual) |
(1) | Represents (i) 2,100,000 Class A Ordinary Shares and (ii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants. |
(2) | Based on 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuers Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the SEC May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 in connection with the Transaction, and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants. |
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Schedule 13G
CUSIP No. G9TY5A101
Item 1. | |
(a) | Name of Issuer: |
Zura Bio Limited (the Issuer).
(b) | Address of Issuers Principal Executive Offices: |
4225 Executive Square, Suite 600
La Jolla, CA 92037
Item 2. | |
(a) | Name of Person Filing: |
This filing is being made on behalf of:
AI Biotechnology LLC (AI Biotechnology)
Access Industries Holdings LLC (AIH)
Access Industries Management, LLC (AIM)
Len Blavatnik
(b) | Address of Principal Business Office or, if none, Residence: |
The principal business office of each reporting person is c/o Access Industries, Inc., 40 West 57th Street, 28th Floor, New York, NY 10019.
(c) | Citizenship: |
Each of AI Biotechnology, AIH and AIM is a limited liability company organized under the laws of the State of Delaware.
Mr. Blavatnik is a citizen of the United States of America.
(d) | Title of Class of Securities: |
Class A Ordinary Shares, par value $0.0001 per share
(e) | CUSIP Number: |
G9TY5A101
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
(b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e) | ☐ | An investment adviser in accordance with §240.13d-1(b) (1)(ii)(E); | ||
(f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b) (1)(ii)(F); | ||
(g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b) (1)(ii)(G); | ||
(h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
(k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
Not Applicable.
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Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) | Amount beneficially owned: |
See the responses to Item 9 on the attached cover pages.
(b) | Percent of class: |
See Item 11 of the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based upon 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuers Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the SEC May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 in connection with the Transaction, and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants.
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: |
See the responses to Item 5 on the attached cover pages.
(ii) | Shared power to vote or to direct the vote: |
See the responses to Item 6 on the attached cover pages.
(iii) | Sole power to dispose or to direct the disposition: |
See the responses to Item 7 on the attached cover pages.
(iv) | Shared power to dispose or to direct the disposition: |
See the responses to Item 8 on the attached cover pages.
4,200,000 Class A Ordinary Shares are owned directly or deemed to be beneficially held by AI Biotechnology LLC and may be deemed to be beneficially owned by AIM, AIH and Mr. Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, and (iii) AIH owns all of the voting units of AI Biotechnology LLC. Each of AIH, AIM and Mr. Blavatnik, and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐:
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
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Item 9. | Notice of Dissolution of Group. |
Not Applicable.
Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 15, 2023
AI BIOTECHNOLOGY LLC | By: Access Industries Management, LLC, its Manager | |||||
/s/ Alejandro Moreno | ||||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
ACCESS INDUSTRIES HOLDINGS LLC | By: Access Industries Management, LLC, its Manager | |||||
/s/ Alejandro Moreno | ||||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno | |||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
* | ||||||
Name: Len Blavatnik |
* | The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |
By: | /s/Alejandro Moreno | |
Name: | Alejandro Moreno | |
Attorney-in-Fact |
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Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of June 15, 2023.
AI BIOTECHNOLOGY LLC | By: Access Industries Management, LLC, its Manager | |||||
/s/ Alejandro Moreno | ||||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
ACCESS INDUSTRIES HOLDINGS LLC | By: Access Industries Management, LLC, its Manager | |||||
/s/ Alejandro Moreno | ||||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno | |||||
Name: Alejandro Moreno | ||||||
Title: Executive Vice President | ||||||
* | ||||||
Name: Len Blavatnik |
* | The undersigned, by signing his name hereto, executes this Joint Filing Agreement pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik (filed as Exhibit 99.2 to his Schedule 13G related to the common stock of Zura Bio Limited filed herewith). |
By: | /s/Alejandro Moreno | |
Name: | Alejandro Moreno | |
Attorney-in-Fact |
Exhibit 99.2
LIMITED POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Lincoln Benet and Alejandro Moreno, and each of them individually, the undersigneds true and lawful attorney-in-fact to:
| execute for and on behalf of the undersigned, in the undersigneds capacity as a beneficial owner of Zura Bio Limited (the Company): (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) and the rules thereunder (a Section 16 Form), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder, including all amendments thereto (a Section 13 Schedule), (iii) a Form ID Application, Passphrase Update Application and/or request to convert from paper only to electronic filer with the U.S. Securities and Exchange Commission and to obtain access codes to file on EDGAR and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a Form ID, and, together with a Section 16 Form and a Section 13 Schedule, the Forms and Schedules) and (iv) any Joint Filing Agreement or similar agreement with respect to the filing of any of the Forms or Schedules in (i) through (iii) above; |
| do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendments thereto, and timely file such Forms and Schedules with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and |
| take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. |
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
From and after the date hereof, any Limited Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of June 15, 2023.
LEONARD BLAVATNIK |
/s/ Len Blavatnik |
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