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United States securities and exchange commission logo
July 28, 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. 1 to
Registration Statement on Form S-1
Filed July 21, 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 June
23, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1. Please revise the cover
page heading to quantify the number of each type of security being
registered. Ensure that
this revision includes:
the number of Class
A Ordinary Shares;
the number of
Warrants;
the number of
Prefunded Warrants;
the number of Class
A Ordinary Shares underlying the Warrants;
the number of Class
A Ordinary Shares underlying the Prefunded Warrants.
In this regard, we note
from the filing fee table that you are registering the resale of
3,782,000 Class A
Ordinary Shares underlying 3,782,000 pre-funded warrants to purchase
Someit Sidhu, M.D.
Zura Bio Limited
July 28, 2023
Page 2
Class A Ordinary Shares, and the resale of 3,782,000 Pre-Funded
Warrants, neither of
which appears to be included in your cover page heading, and with
respect to the resale of
the Pre-Funded Warrants your other disclosure. Please revise as
appropriate.
2. We note your response to comment 2 and re-issue in part. As your
warrants are out of the
money, and, as you disclose on the cover page, "it is unlikely that the
Private Placement
Warrants or Public Warrants are exercised unless the trading price of
ordinary shares
increases to above the exercise price[,]" please describe on the cover
page 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. To the
extent not
already included, please ensure this disclosure is also included in the
prospectus summary,
risk factors, MD&A, and use of proceeds sections.
If certain holders of our Class A Ordinary Shares sell a significant portion of
their securities, it
may negatively impact..., page 57
3. We note your response to comment 4 and re-issue in part. Please disclose
what
percentage the securities being registered for resale represent of the
total number of shares
outstanding.
General
4. We note your response to comment 8 and re-issue in part. Please revise
your prospectus
to:
disclose that while the 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;
disclose the potential profit the selling securityholders will earn
based on the current
trading price; and
include appropriate risk factor disclosure about these
aforementioned subjects.
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
July 28, 2023 Page 2
cc: Giovanni Caruso, Esq.
FirstName LastName