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United States securities and exchange commission logo
August 17, 2023
Someit Sidhu, M.D.
Chief Executive Officer
Zura Bio Limited
4225 Executive Square, Suite 600
La Jolla, CA 92037
Re: Zura Bio Limited
Amendment No. 2 to
Registration Statement on Form S-1
Filed August 11,
2023
File No. 333-272628
Dear Someit Sidhu:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
28, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1. We note from your
revisions in response to prior comment 1 that you have added the
resale of 3,782,000
Pre-Funded Warrants to the headings on the cover page. However, we
continue to note that
resale of the Pre-Funded Warrants do not appear to be otherwise
included in your cover
page and do not appear to be addressed in your disclosure
throughout the filing
such as under the "The Offering" section starting on page 14, the
"Description of
Securities" section starting on page 134, the "Plan of Distribution" section
starting on page 141,
and the "Selling Securityholders" starting on page 128. Please
revise as appropriate.
Someit Sidhu, M.D.
FirstName LastNameSomeit Sidhu, M.D.
Zura Bio Limited
Comapany
August 17, NameZura
2023 Bio Limited
August
Page 2 17, 2023 Page 2
FirstName LastName
2. Please tell us where the 3,782,000 Class A Ordinary Shares issuable
upon the exercise of
the Pre-Funded Warrants appears in your filing fee table.
Selling Securityholders, page 128
3. Please tell us how the number of Class A ordinary shares indicated in
the first bullet point
reconciles to the number of Class A ordinary shares indicated on the
cover page or revise
as appropriate.
4. We note that you indicate on page 130 that the total number of Class A
ordinary shares
being offered for resale by the selling security holders is
39,943,124. From your cover
page, it appears that you are registering 46,843,120 Class A ordinary
shares for resale.
Please reconcile your disclosure.
5. As noted above, there does not appear to be a selling securityholder
table related to
the resale of the 3,782,000 Pre-Funded Warrants. Please revise as
appropriate.
Please contact Dillon Hagius at 202-551-7967 or Tim Buchmiller at
202-551-3635 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Giovanni Caruso, Esq.