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United States securities and exchange commission logo
June 23, 2023
Someit Sidhu, M.D.
Chief Executive Officer
Zura Bio Limited
4225 Executive Square, Suite 600
La Jolla, CA 92037
Re: Zura Bio Limited
Registration
Statement on Form S-1
Filed June 14, 2023
File No. 333-272628
Dear Someit Sidhu:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. For each of the shares
and warrants being registered for resale, disclose the price that the
selling securityholders
paid for such shares and warrants.
2. Disclose the exercise
prices of the warrants compared to the market prices of the
underlying securities.
If the warrants are out of the money, please disclose the likelihood
that warrant holders
will not exercise their warrants. Provide similar disclosure in the
prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
the ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
Someit Sidhu, M.D.
FirstName LastNameSomeit Sidhu, M.D.
Zura Bio Limited
Comapany
June NameZura Bio Limited
23, 2023
June 23,
Page 2 2023 Page 2
FirstName LastName
3. We note the significant number of redemptions of your Class A Ordinary
Shares in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. If any
of the shares being
registered for resale were purchased by the selling securityholders
for prices considerably
below the current market price of the Class A Ordinary Shares,
highlight the significant
negative impact sales of shares on this registration statement could
have on the public
trading price of the Class A Ordinary Shares.
Risk Factors, page 18
4. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A Ordinary Shares. To illustrate this risk, disclose the
purchase price of the
securities being registered for resale and the percentage that these
shares currently
represent of the total number of shares outstanding. If appropriate,
also disclose that, even
if the current trading price returns to or drops below the SPAC IPO
price, the private
investors have an incentive to sell because they will still profit on
sales because of the
lower price that they purchased their shares than the public
investors.
5. Your cover page references a risk factor entitled "Future resales, or
the perception of
future resales, of Class A Ordinary Shares, including the Registrable
Shares offered for
resale hereunder, may cause the market price of the Class A Ordinary
Shares to decline
significantly, even if our business is doing well. Please revise to
include this risk factor.
Business
Overview, page 78
6. In light of the significant number of redemptions, expand your
discussion of capital
resources to address any changes in the company s liquidity position
since the business
combination. If the company is likely to have to seek additional
capital, discuss the effect
of this offering on the company s ability to raise additional
capital.
7. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that many of the beneficial owners of your
outstanding shares will be
able to sell all of their shares for so long as the registration
statement of which this
prospectus forms a part is available for use.
General
8. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares and warrants being registered for resale. Highlight any
differences in the current
trading price, the prices that the Sponsor, private placement
investors, PIPE investors, or
other selling securityholders acquired their shares and warrants, and
the price that the
public securityholders acquired their shares and warrants. Disclose
that while the
Someit Sidhu, M.D.
Zura Bio Limited
June 23, 2023
Page 3
sponsor, private placement investors, PIPE investors, or other selling
securityholders may
experience a positive rate of return based on the current trading price,
the public
securityholders may not experience a similar rate of return on the
securities they
purchased due to differences in the purchase prices and the current
trading price. Please
also disclose the potential profit the selling securityholders will earn
based on the current
trading price. Lastly, please include appropriate risk factor disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Dillon Hagius at 202-551-7967 or Tim Buchmiller at
202-551-3635 with
any questions.
Sincerely,
FirstName LastNameSomeit Sidhu, M.D.
Division of
Corporation Finance
Comapany NameZura Bio Limited
Office of Life
Sciences
June 23, 2023 Page 3
cc: Giovanni Caruso, Esq.
FirstName LastName