0001410578-24-000329 | 10-K | XBRL Viewer

Note Payable

12 Months Ended

Dec. 31, 2023

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 2022 Lilly License. If the registration statement on Form S-4 relating to the Business Combination had not been declared effective by the U.S. Securities and Exchange commission 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 (see Note 4). The Company recorded any changes in the fair value of the Note during the period through other expenses in the consolidated statements of operations.

Organization and Description of Business (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Apr. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Organization and Description of Business
Accumulated deficit		$ 32,056	$ 103,494	$ 32,056
Net loss		$ 25,738	60,360	$ 25,700
Cash and cash equivalents			99,800
Proceeds from issuance of ordinary shares upon closing of business combination			56,683
Aggregate purchase price	$ 75,800		$ 59,724

- Definition

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

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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 99,806	$ 1,567
Prepaid expenses and other current assets	1,037	209
Total current assets	100,843	1,776
Deferred offering costs	0	3,486
Total assets	100,843	5,262
Current liabilities:
Accounts payable and accrued expenses	20,302	4,428
Note payable		7,756
Research and development license consideration liability		2,634
Total current liabilities	20,302	14,818
Private placement warrants	990
Total liabilities	21,292	14,818
Commitments and contingencies (Note 12)
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 December 31, 2023 and 2022, respectively		12,500
Redeemable noncontrolling interest	18,680	10,000
Shareholders' Equity (Deficit):
Preferred Shares, $0.0001 par value, 1,000,000 and -0- authorized as of December 31, 2023 and 2022, respectively; -0- issued and outstanding as of 2023 and December 31, 2022
Class A Ordinary Shares, $0.0001 par value, 300,000,000 authorized, 43,593,678 issued and outstanding as of December 31, 2023; 1,884,649 authorized, 279,720 issued and outstanding as of December 31, 2022	4
Additional paid-in capital	162,820
Accumulated deficit	(103,494)	(32,056)
Total Zura Bio Limited shareholders' equity (deficit)	59,330	(32,056)
Noncontrolling interest	1,541	0
Total shareholders' equity (deficit)	60,871	(32,056)
Total liabilities, redeemable noncontrolling interest, convertible preferred shares, and shareholders' equity (deficit)	$ 100,843	$ 5,262

Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit)
Transaction costs	$ 4.0
Issuance of shares, Transaction costs	$ 9.8
Exchange ratio for Class A ordinary shares pursuant to the business combination \| shares	108.083

Convertible Preferred Shares and Shareholders' Equity (Deficit) - April 2023 Private Placement (Details) - USD ($)			1 Months Ended	12 Months Ended
	Apr. 26, 2023	Mar. 13, 2023	Apr. 30, 2023	Dec. 31, 2023	Mar. 20, 2023	Mar. 16, 2023	Dec. 31, 2022
Convertible Preferred Shares and Shareholders' Equity (Deficit)
Class A ordinary shares, par value per share (in dollars per share)				$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Proceeds from Issuance of Private Placement			$ 75,800,000	$ 59,724,000
PIPE Subscription Agreement
Convertible Preferred Shares and Shareholders' Equity (Deficit)
Number of Class A shares issued		2,009,950
Sale price per share		$ 10.00
PIPE Subscription Agreement \| "April 2023 Private Placement"
Convertible Preferred Shares and Shareholders' Equity (Deficit)
Proceeds from Issuance of Private Placement	$ 80,000,000.0
PIPE Subscription Agreement \| "April 2023 Private Placement" \| Class A Ordinary shares
Convertible Preferred Shares and Shareholders' Equity (Deficit)
Number of Class A shares issued	15,041,530
Class A ordinary shares, par value per share (in dollars per share)	$ 0.0001
Sale price per share	4.25
PIPE Subscription Agreement \| "April 2023 Private Placement" \| Class A Ordinary shares \| Pre-Funded Warrants
Convertible Preferred Shares and Shareholders' Equity (Deficit)
Sale price per warrant	$ 4.249		$ 4.249
PIPE Subscription Agreement \| "April 2023 Private Placement" \| Class A Ordinary shares \| Pre-Funded Warrants \| Maximum
Convertible Preferred Shares and Shareholders' Equity (Deficit)
Number of warrants issued to purchase shares	3,782,000		3,782,000

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

11.Income Taxes

The components of loss before income taxes were as follows:


			For the Period from
	For the Year		January 18, 2022
	Ended		(date of inception) to
	December 31,		December 31,
	2023		2022
U.S. operations	$	(36,842)	$	(15,253)
Non-U.S. operations		(23,721)		(12,080)
Total loss before income taxes	$	(60,563)	$	(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 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, 2023, the Company had $24.9 million of foreign net operating loss carryforwards of which $24.2 million was generated in the United Kingdom and $0.7 million was generated in the Cayman Islands. The NOLs generated in the United Kingdom can be carried forward indefinitely. The NOLs generated in the Cayman Islands have no value as The Cayman Islands do not impose an income tax on corporations. As of December 31, 2022, the Company had $6.3 million of foreign net operating loss carryforwards in the United Kingdom. As of December 31, 2023, the Company had federal net operating loss carryforwards of $4.2 million. The federal losses can be carried forward indefinitely. As of December 31, 2022, the Company had federal net operating loss carryforwards of $0.1 million. 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 carryforwards are subject to review and possible adjustment by the U.S. and state tax authorities. NOL carryforwards 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, 2023, the Company has not performed such an analysis evaluating the potential limitation of the Company’s net operating loss carryforwards 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 expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	December 31,
	2023		2022
Income tax at federal statutory rate	21.0	%	21.0	%
State income tax expense, net of federal tax effect	(1.7)	%	3.9	%
Impact of non-U.S. earnings	(0.3)	%	(1.2)	%
Change in valuation allowance	(18.9)	%	(23.5)	%
Non-deductible share-based compensation	(0.6)	%	—	%
Permanent differences	(0.6)	%	(0.2)	%
Change in deferred tax rate	1.1	%	—	%
	—	%	—	%

The difference between the statutory federal income tax rate and the Company’s effective tax rate in 2023 and 2022 is primarily attributable to the change in valuation allowance.

The significant components of the Company’s net deferred tax assets were as follows:


	December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforward	$	6,947	$	1,309
Intangible assets acquired		9,496		5,020
Capitalized research and development		619		51
Share-based compensation		831		—
Accrued expenses and other		—		39
Total deferred income tax assets		17,893		6,419
Valuation allowance		(17,893)		(6,419)
Total deferred income tax assets, net	$	—	$	—

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of December 31, 2023 and 2022. Management has considered the Company’s history of cumulative net losses and has concluded as of December 31, 2023 and 2022, that it was more likely than not that the Company will not realize all of the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2023 and 2022. The valuation allowance increased by $11.5 million for the year ended December 31, 2023.

- 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.

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-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	Mr. Lisicki, the Company’s current President and Chief Operating Officer, will be promoted to the Company’s Chief Executive Officer on April 8, 2024.
Name	Mr. Lisicki
Title	President and Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	false
Adoption Date	April 8, 2024
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Nov. 30, 2023	Apr. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Redeemable Noncontrolling Interest [Line Items]
Redeemable noncontrolling interest			$ 18,680	$ 10,000
Stone Peach Properties, LLC \| Series Seed Preferred Shares
Redeemable Noncontrolling Interest [Line Items]
Maximum percentage of shares that can be purchased in a put right	50.00%
Number of shares to be purchased in put right	2,000,000
Stone Peach Properties, LLC \| Series Seed Preferred Shares \| Call Option [Member]
Redeemable Noncontrolling Interest [Line Items]
Maximum percentage of shares that can be purchased in an option			50.00%
Purchase price per share			$ 2.448869
Term of call option			2 years
Settlement term		6 months
Percentage of shares agreed to purchase upon settlement of call option		50.00%
Number of shares agreed to issue for settlement		2,000,000
Stone Peach Properties, LLC \| Series Seed Preferred Shares \| Put Option [Member]
Redeemable Noncontrolling Interest [Line Items]
Maximum percentage of shares that can be purchased in an option			50.00%
Purchase price per share			$ 2.040724
Z33 \| Series Seed Preferred Shares
Redeemable Noncontrolling Interest [Line Items]
Deemed dividend to the redeemable noncontrolling interest		$ 10,900
Deemed contribution from the redeemable noncontrolling interest	$ 9,200
Z33 \| Stone Peach Properties, LLC \| Series Seed Preferred Shares
Redeemable Noncontrolling Interest [Line Items]
Issuance of shares (in shares)			4,900,222

Organization and Description of Business

12 Months Ended

Dec. 31, 2023

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”), as well as torudokimab, a high affinity monoclonal antibody, and ZB-106, a bispecific antibody relating to IL-17 and BAFF, 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 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. The Company expects to no longer be an emerging growth company effective December 31, 2026.

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 the Company’s 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 $103.5 and $32.1 million as of December 31, 2023 and 2022, respectively, and a net loss of $60.4 million and $25.7 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively. The Company’s existing sources of liquidity as of December 31, 2023 includes $99.8 million in cash and cash equivalents.

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. Additionally, the Company received $75.8 million in net cash proceeds in connection with the April 2023 Private Placement. The Company’s cash requirements include, but are not limited to, clinical development, product manufacturing costs and working capital requirements. The Company expects such operating losses and negative cash flows from operations will continue but has sufficient liquidity to fund its operations over the next twelve months.

Warrants - Number of warrants outstanding, exercise price, and expiration dates (Details) - Pre-Funded Warrants	Dec. 31, 2023 $ / shares shares
Warrant issued 6,899,996 exercise price 11.50
Warrants
Warrants Issued \| shares	6,899,996
Exercise Price \| $ / shares	$ 11.50
Warrant issued 5,910,000 exercise price 11.50
Warrants
Warrants Issued \| shares	5,910,000
Exercise Price \| $ / shares	$ 11.50
Warrant issued 3,782,000 exercise price 0.001
Warrants
Warrants Issued \| shares	3,782,000
Exercise Price \| $ / shares	$ 0.001

Share-Based Compensation - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Weighted Average Grant Date Fair Value
Expense recognized	$ 334	$ 9,655
Restricted Share Units
Number of RSUs
Granted		2,234,011
Forfeited		(170,000)
Converted to RSAs		(499,993)
Vested and unissued		(1,000)
Ending balance		1,563,018
Weighted Average Grant Date Fair Value
Granted		$ 6.50
Forfeited		6.84
Converted to RSAs		8.16
Vested and unissued		6.60
Ending balance		$ 5.93
Expense recognized	$ 0	$ 1,600

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%
JATT Public shareholders
Recapitalization
Class A ordinary shares issued and outstanding (in shares)	182,498
Percentage on outstanding shares	0.70%
Zura shares issued - 2022 Lilly license
Recapitalization
Class A ordinary shares issued and outstanding (in shares)	550,000
Percentage on outstanding shares	2.00%
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%
JATT Founders
Recapitalization
Class A ordinary shares issued and outstanding (in shares)	3,450,000
Percentage on outstanding shares	12.80%
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%
Legacy Zura equity holders
Recapitalization
Class A ordinary shares issued and outstanding (in shares)	14,058,074
Percentage on outstanding shares	52.00%

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Accounts Payable and Accrued Expenses

Schedule of accounts payable and accrued expenses


	December 31, 2023		December 31, 2022¹
Accrued 2023 Lilly License costs	$	10,000	$	—
Accrued research and development costs		6,091		490
Accounts payable		2,749		2,010
Accrued bonus		1,201		141
Accrued consulting fees		150		451
Other accrued expenses		111		681
Accrued offering costs		—		655
Total accounts payable and accrued expenses	$	20,302	$	4,428

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Expenses
Accrued 2023 Lilly License costs	$ 10,000
Accrued research and development costs	6,091	$ 490
Accounts payable	2,749	2,010
Accrued bonus	1,201	141
Accrued consulting fees	150	451
Other accrued expenses	111	681
Accrued offering costs		655
Total accounts payable and accrued expenses	$ 20,302	$ 4,428

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of 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


	December 31,	December 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	383,371
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	5,791,065	—
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right	2,000,000	—
Restricted Share Units	1,543,018	—
Restricted Share Awards	499,993
Total	22,644,072	13,893,786

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements (the “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 subsidiaries, Z33 Bio, Inc. (“Z33”) and ZB17 LLC (“ZB17”), are shown in the consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation.

Significant Accounting Policies

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 date of the 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 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 redeemable noncontrolling interest, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, the fair value of the private placement warrants, 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 (“FDA”) 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.

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.

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. The deferred offering costs are offset against the proceeds from the transaction. Should the transaction be abandoned or not be considered probable, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. The Company had $-0- and $3.5 million of deferred offering costs on the consolidated balance sheets as of December 31, 2023 and 2022, respectively.

Research and Development

Research and development (“R&D”) expenses consist of all direct and indirect operating expenses supporting the processes and manufacturing in development, including consulting fees for clinical and manufacturing advisory services, costs related to manufacturing material for preclinical studies, payroll and benefits, which includes stock-based compensation, for research and development employees, licensing fees, and data and study acquisition costs. 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 share options, share options with non-market performance conditions (“PSOs”), share options with market-based performance conditions, restricted share units, and restricted share awards based on their respective grant date fair values. Share options that vest immediately and have a nominal exercise price are valued based on the fair value of the Company’s Class A Ordinary Shares on the date of grant. The Company estimates the fair value of share option grants 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 share options with only service conditions 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 Company estimates the fair value of share option grants with market-based performance conditions using a Monte-Carlo simulation model. For share option grants with market-based performance conditions, the Company recognizes share-based compensation expense as the requisite service is rendered by the employee, regardless of when, if ever, the market-based performance conditions are satisfied. The share-based compensation costs are recorded in research and development and general and administrative expenses in the consolidated statements of operations. Forfeitures are recorded as they occur.

Income Taxes

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

Warrants

As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities. As a result of the recapitalization, the settlement provisions of the public warrants no longer preclude equity classification and the public warrants were reclassified to equity following the Business Combination.

As part of the April 2023 Private Placement, the Company sold pre-funded warrants (the “Pre-Funded Warrants”) to certain accredited investors. The Pre-Funded Warrants were classified as equity instruments.

Classification of the public and pre-funded 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 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. The Company measured the pre-funded warrants at the fair value of the equity instruments as of the date of the April 2023 Private Placement. See Note 8 for additional information.

Noncontrolling Interest

During April 2023, the Company’s consolidated subsidiary, ZB17, issued a share-based payment award to a third party in connection with 2023 Lilly License representing a noncontrolling interest (see Note 6 for additional information). A noncontrolling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. The Company includes noncontrolling interest as a component of total shareholders’ equity (deficit) on the Company’s consolidated balance sheets. The option to acquire ZB17 ownership interests do not provide the option-holder with rights to participate in the profits and losses of the subsidiary prior to the exercise of the option.

Redeemable Noncontrolling Interest

In 2022, the Company’s consolidated subsidiary, Z33, issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach representing a noncontrolling interest (see Note 13 for additional information). The Z33 Series Seed Preferred Shares issued to Stone Peach contain put features and are considered redeemable until the exercise or the expiration of the put features. The redeemable noncontrolling interests are classified outside of permanent equity on the Company’s consolidated balance sheets. The redeemable noncontrolling interest is measured at the higher of (1) its initial carrying amount, increased or decreased for the noncontrolling interest’s share of Z33’s net income or loss, or (2) the redemption price.

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, including Pre-Funded Warrants, 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 periods presented. Since the Company had a net loss in the periods presented, basic and diluted net loss per share are the same.

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


	December 31,	December 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	383,371
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	5,791,065	—
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right	2,000,000	—
Restricted Share Units	1,543,018	—
Restricted Share Awards	499,993
Total	22,644,072	13,893,786

Recently Adopted Accounting Pronouncements

In June 2022, the 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 the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company does not expect implementation of the new guidance to have a material impact on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09), which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new standard, which is expected to result in enhanced disclosures, on its consolidated financial statements.

Fair Value Measurements - Note payable (Details) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
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	$ 156	2,244	$ 200
Settlement of the Note		(10,000)
Ending balance	7,756	990	7,756
Change in fair value note payable	$ 156	$ 2,244	$ 200
Weighted average discount rate
Fair Value Measurements
Measurement input	0.090		0.090
Weighted average time to repayment
Fair Value Measurements
Measurement input	0.006		0.006

Share-Based Compensation - Market-Based Performance Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands			11 Months Ended	12 Months Ended
	Mar. 20, 2023	Mar. 16, 2023	Dec. 31, 2022	Dec. 31, 2023
Share-Based Compensation
Expense recognized			$ 334	$ 9,655
Equity Incentive Plan 2023
Share-Based Compensation
Number of shares issued		8,059,796		6,004,144
Exercise price of shares granted				$ 2.11
Expected volatility			95.10%	97.10%
Risk-free rate			3.00%	3.60%
Expected life			5 years 10 months 24 days	6 years 1 month 6 days
Market-Based Share Options
Share-Based Compensation
Number of shares issued	306,373		0
Period of volume weighted average trading price ("VWAP")	20 days
Minimum price per share for vesting awards	$ 30
Threshold period from grant date for vesting awards	5 years
Exercise price of shares granted	$ 8.16
Expiration term (in years)	10 years
Expected volatility				80.00%
Risk-free rate				3.60%
Expected life				2 years 2 months 12 days
Fair value per Market-Based Share Options				$ 4.66
Expense recognized				$ 500

License Agreements - 2023 Lilly License (Details)				12 Months Ended
License Agreements - 2023 Lilly License (Details)	Apr. 26, 2023 USD ($) $ / shares shares	Apr. 24, 2023 shares	Dec. 08, 2022 USD ($)	Dec. 31, 2023 USD ($) payment shares	Dec. 31, 2022 USD ($) shares
License Agreements
Value of issued call right				$ 1,541,000
Noncontrolling interest balance				1,541,000	$ 0
ZB17 LLC
License Agreements
Upfront cash payment	$ 5,800,000
Issuance of ordinary shares to settle research and development license consideration liability \| shares	1,000,000
Fair value per share \| $ / shares	$ 7.84
Amount payable upon receipt of certain know-how, data, information and materials	$ 5,000,000.0
Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
License Agreements
Percentage of the call options exercised		50.00%
Stone Peach Properties, LLC \| Class A Ordinary shares
License Agreements
Number of Shares Issued on Exercise of Call Option \| shares		2,000,000
License agreement with Lilly
License Agreements
Upfront cash payment			$ 7,000,000.0
Issuance of ordinary shares to settle research and development license consideration liability \| shares					550,000
Maximum amount of development and regulatory milestone payments					$ 155,000,000.0
Maximum amount of sales milestone payments					$ 440,000,000.0
Contingent payments due				$ 0
License agreement with Lilly \| BAFFX17, Ltd
License Agreements
Number of development and regulatory milestone payments \| payment				4
Maximum amount of development and regulatory milestone payments				$ 155,000,000.0
Maximum amount of sales milestone payments				$ 440,000,000
Period for payment of milestone payment				12 years
Percentage of royalty fee				3.00%
License agreement with Lilly \| Accounts Payable and Accrued Liabilities \| BAFFX17, Ltd
License Agreements
One-time milestone payment on achievement of conditions				$ 5,000,000.0
Minimum value of closing of an issuance of equity for milestone payment				100,000,000.0
Minimum net proceeds from sale of assets for one-time milestone payment				$ 100,000,000.0
Minimum fully diluted shares outstanding for milestone payment \| shares				52,500,000
Fully diluted shares exceeded the minimum limit for milestone payment \| shares				52,500,000
License agreement with Lilly \| Stone Peach Properties, LLC
License Agreements
One-time milestone payment on achievement of conditions				$ 25,000,000
Percentage of royalty fee				2.00%
One-time milestone payment				$ 4,500,000
Contingent payments due				$ 0
License agreement with Lilly \| Stone Peach Properties, LLC \| ZB17 LLC
License Agreements
Issued call right to purchase, percentage of fully-diluted equity				4.99%
Value of issued call right				$ 1,000,000.0
Expiry term from the date of regulatory approval milestone				1 year
Fair value of call right at grant date				$ 1,500,000
Annual amount of payment				$ 600,000
Percentage of annual increase in payment				10.00%
License agreement with Lilly \| Stone Peach Properties, LLC \| Research and development \| ZB17 LLC
License Agreements
Annual amount of payment				$ 600,000

Share-Based Compensation - Share option activity (Details) - USD ($)		1 Months Ended	11 Months Ended	12 Months Ended
	Mar. 16, 2023	Apr. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Aggregate Intrinsic Value
Share-based compensation expense			$ 334,000	$ 9,655,000
Aggregate purchase price		$ 75,800,000		$ 59,724,000
PSO
Number of Options
Exercise of stock options, net of forfeited shares (in Shares)				45,611
Aggregate Intrinsic Value
Share-based compensation expense				$ 45,611,000
Aggregate purchase price				$ 75,000,000
Equity Incentive Plan 2023
Number of Options
Beginning balance				383,371
Granted	8,059,796			6,004,144
Forfeited				(596,450)
Ending balance			383,371	5,791,065	383,371
Options vested and exercisable				1,470,572
Weighted Average Exercise Price
Beginning balance				$ 0.84
Granted				2.11
Forfeited				1.24
Ending balance			$ 0.84	2.12	$ 0.84
Options vested and exercisable				$ 5.26
Weighted Average Remaining Contractual Life
Options outstanding				9 years 3 months 18 days	9 years 4 months 24 days
Options vested and exercisable				9 years 3 months 18 days
Aggregate Intrinsic Value
Options outstanding			$ 1,804,000	$ 17,752,000	$ 1,804,000
Options vested and exercisable				$ 949,000
Number of shares issued	8,059,796			6,004,144
Exercise price of shares granted				$ 2.11
Equity Incentive Plan 2023 \| Recapitalization
Number of Options
Beginning balance				3,547
Recapitalization					379,824
Ending balance			3,547		3,547
Weighted Average Exercise Price
Beginning balance				$ 90.50
Recapitalization					$ (89.66)
Ending balance			$ 90.50		$ 90.50
Weighted Average Remaining Contractual Life
Options outstanding					9 years 4 months 24 days
Aggregate Intrinsic Value
Options outstanding			$ 1,804,000		$ 1,804,000
Equity Incentive Plan 2023 \| Directors Executives And Employees \| Employee Stock Option
Number of Options
Granted				2,483,135
Weighted Average Exercise Price
Granted			$ 1.35	$ 5.79
Aggregate Intrinsic Value
Number of shares issued				2,483,135
Exercise price of shares granted			$ 1.35	$ 5.79

Summary of Significant Accounting Policies(Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Use of Estimates

Risks and Uncertainties

Segments

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

Warrants

Noncontrolling Interest

Redeemable Noncontrolling Interest

Net Loss Per Share

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


	December 31,	December 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	383,371
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	5,791,065	—
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right	2,000,000	—
Restricted Share Units	1,543,018	—
Restricted Share Awards	499,993
Total	22,644,072	13,893,786

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Income Taxes - Deferred tax assets and valuation allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Foreign net operating loss		$ 6,300
Federal net operating loss	$ 4,200	$ 100
Reconciliation of the U.S. statutory federal income tax rate to effective tax rate
Income tax at federal statutory rate	21.00%	21.00%
State income tax expense, net of federal tax effect	(1.70%)	3.90%
Impact of non-U.S. earnings	(0.30%)	(1.20%)
Change in valuation allowance	(18.90%)	(23.50%)
Non-deductible share-based compensation	(0.60%)
Permanent differences	(0.60%)	(0.20%)
Change in deferred tax rate	1.10%
Deferred tax assets:
Net operating loss carryforward	$ 6,947	$ 1,309
Intangible assets acquired	9,496	5,020
Capitalized research and development	619	51
Share-based compensation	831
Accrued expenses and other		39
Total deferred income tax assets	17,893	6,419
Valuation allowance	(17,893)	$ (6,419)
Valuation allowance	11,500
UK
Operating Loss Carryforwards [Line Items]
Federal net operating loss	24,200
KY
Operating Loss Carryforwards [Line Items]
Foreign net operating loss	700
Foreign
Deferred tax assets:
Net operating loss carryforward	$ 24,900

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss before redeemable noncontrolling interest	$ (27,333)	$ (60,563)
Adjustments to reconcile net loss to net cash used in operating activities:
Research and development acquired license	21,892	27,381
Anti-dilution share issuance compensation		2,186
Share-based compensation expense	334	7,469
Change in fair value note payable	156	2,244	$ 200
Change in fair value of research and development license consideration liability	185	1,854
Change in fair value of private placement warrants		(724)
Foreign exchange transaction gain	23	(17)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(209)	(828)
Accounts payable and accrued expenses	3,750	5,944
Net cash used in operating activities	(1,202)	(15,054)
Cash flows from investing activities
Purchase of research and development license	(12,000)	(8,000)
Net cash used in investing activities	(12,000)	(8,000)
Cash flows from financing activities
Proceeds from issuance of Series A-1 convertible preferred shares	10,000
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $4.2 million of transaction costs		59,724
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination		56,683
Proceeds from issuance of Pre-Funded Warrants in connection with April 2023 Private Placement		16,070
Proceeds from note payable	7,600
Settlement of note payable		(10,000)
Payment of deferred transaction costs	(2,831)	(1,184)
Net cash provided by financing activities	14,769	121,293
Net increase in cash and cash equivalents	1,567	98,239
Cash and cash equivalents, beginning of period		1,567
Cash and cash equivalents, end of period	1,567	99,806	$ 1,567
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Issuance of Series A-1 convertible preferred shares for license	2,500
Conversion of Series A-1 convertible preferred shares for Class A Ordinary Shares		14,686
Accrued 2023 Lilly License consideration		10,000
Accretion of redeemable noncontrolling interest to redemption value	6,652	7,220
Deemed contribution from redeemable noncontrolling interest		9,212
Deemed dividend to redeemable noncontrolling interest		10,875
Issuance of Class A Ordinary shares for 2023 Lilly License		7,840
Share-based equity issuance costs		5,590
Settlement of research and development license consideration liability		4,488
Transaction costs include in accounts payable and accrued expenses	655
Reclassification of deferred offering costs to additional paid-in capital		4,015
Assumption of public and private placement warrants in connection with Business Combination		3,715
Reclassification of public warrant liability to equity		2,001
Issuance of Call Right to noncontrolling interest		$ 1,541
Issuance of subsidiary redeemable preferred shares for license	4,943
Research and development consideration liability for license	$ 2,449

License Agreements - 2022 Lilly License (Details) - USD ($)			1 Months Ended	12 Months Ended
	Apr. 24, 2023	Dec. 08, 2022	Nov. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
License Agreements
Aggregate fair value of the shares issued				$ 4,488,000
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
License Agreements
Number of shares transferred					4,900,222
Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
License Agreements
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%	50.00%
Selling price per share				$ 2.040724
Stone Peach Properties, LLC \| Class A Ordinary shares
License Agreements
Number of Shares Issued on Exercise of Call Option	2,000,000
Number of shares in exchange for exercise of put Right.			2,000,000
License agreement with Lilly
License Agreements
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 \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
License Agreements
Issuance of Z33 series seed preferred shares if the business combination was not consummated					4,702,867
License agreement with Lilly \| Stone Peach Properties, LLC
License Agreements
Contingent payments due				$ 0

Share-Based Compensation - Other share-based compensation (Details) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Mar. 20, 2023
Share-Based Compensation
Number of Class A ordinary shares on conversion			267,939
Share-based compensation expense	$ 334	$ 9,655
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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

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-Topic 718
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
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-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 718
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-Section 50
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Share-Based Compensation - Restricted Share Awards (Details) - USD ($) $ / shares in Units, $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Weighted Average Grant Date Fair Value
Expense recognized	$ 334	$ 9,655
Restricted Share Awards
Number of RSUs
Converted to RSAs		499,993
Ending balance		499,993
Weighted Average Grant Date Fair Value
Converted to RSAs		$ 8.16
Ending balance		$ 8.16
Expense recognized		$ 600	$ 0

Recapitalization

12 Months Ended

Dec. 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 consolidated balance sheets. 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 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 – 2022 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 equity holders	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.

Summary of Significant Accounting Policies - Net loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Restricted share units	22,644,072	13,893,786
Convertible Preferred Shares
Summary of Significant Accounting Policies
Restricted share units		13,510,415
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares
Summary of Significant Accounting Policies
Restricted share units	12,809,996	383,371
Shares issuable upon exercise of options to purchase Class A Ordinary Shares
Summary of Significant Accounting Policies
Restricted share units	5,791,065
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
Summary of Significant Accounting Policies
Restricted share units	2,000,000
Restricted Share Units
Summary of Significant Accounting Policies
Restricted share units	1,543,018
Restricted Share Awards
Summary of Significant Accounting Policies
Restricted share units	499,993

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Schedule of components of loss before income taxes


			For the Period from
	For the Year		January 18, 2022
	Ended		(date of inception) to
	December 31,		December 31,
	2023		2022
U.S. operations	$	(36,842)	$	(15,253)
Non-U.S. operations		(23,721)		(12,080)
Total loss before income taxes	$	(60,563)	$	(27,333)

Schedule of reconciliation of the expected income tax (benefit) using the federal statutory income tax rate to the Company's effective income tax rate


	December 31,
	2023		2022
Income tax at federal statutory rate	21.0	%	21.0	%
State income tax expense, net of federal tax effect	(1.7)	%	3.9	%
Impact of non-U.S. earnings	(0.3)	%	(1.2)	%
Change in valuation allowance	(18.9)	%	(23.5)	%
Non-deductible share-based compensation	(0.6)	%	—	%
Permanent differences	(0.6)	%	(0.2)	%
Change in deferred tax rate	1.1	%	—	%
	—	%	—	%

Schedule of significant components of net deferred tax asset


	December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforward	$	6,947	$	1,309
Intangible assets acquired		9,496		5,020
Capitalized research and development		619		51
Share-based compensation		831		—
Accrued expenses and other		—		39
Total deferred income tax assets		17,893		6,419
Valuation allowance		(17,893)		(6,419)
Total deferred income tax assets, net	$	—	$	—

Convertible Preferred Shares and Shareholders' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands	Mar. 22, 2022 USD ($) Vote $ / shares	Dec. 31, 2023 $ / shares shares	Mar. 20, 2023 $ / shares shares	Mar. 16, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Convertible Preferred Shares and Shareholders' Equity (Deficit)
Number of Class A ordinary shares on conversion			267,939
Class A ordinary shares, par value per share (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Exchange ratio for Class A ordinary shares pursuant to the business combination		108.083	108.083	108.083
Class A ordinary shares authorized (in shares)		300,000,000		300,000,000	1,884,649
Preferred shares, shares authorized		1,000,000		1,000,000	0
Preferred shares, par value per share (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001	$ 0.0001
Series A-1 convertible preferred shares, minimum gross aggregate subscription with respect to new Ordinary Shares required for conversion \| $	$ 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
Preferred shares, shares issued		0			0
Preferred shares, shares outstanding		0			0
Legacy Zura
Convertible Preferred Shares and Shareholders' Equity (Deficit)
Class A ordinary shares, par value per share (in dollars per share) \| $ / shares			$ 0.001
License Agreement and a Series A-1 Subscription and Shareholder's Agreement with Pfizer [Member]
Convertible Preferred Shares and Shareholders' Equity (Deficit)
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

Summary of Significant Accounting Policies - Redeemable Noncontrolling Interest (Details)	12 Months Ended
	Dec. 31, 2022 shares
Z33 Series Seed Preferred Shares [Member]
Number of shares transferred	4,900,222

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

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 Ordinary Shares available for issuance under the Option Plans, of which 383,371 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; stock appreciation rights (“SARS”), alone or in conjunction with other awards; restricted share awards (“RSAs”) and restricted share units (“RSUs”); incentive bonuses, which may be paid in cash, shares, or a combination thereof; and other share-based awards. On June 1, 2023, the Company’s board of directors approved an increase to the number of Class A Ordinary Shares that may be issued under the Equity Incentive Plan by an additional 5,564,315 Class A Ordinary Shares. As of December 31, 2023, a maximum of 9,594,213 Class A Ordinary Shares may be issued under the Equity Incentive Plan.

The Class A Ordinary Shares issuable under the Equity Incentive Plan are subject to 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 December 31, 2023, no shares 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 is 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 Equity Incentive Plan share options issued during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022:


				For the Period
				from January 18,
				2022 (date of
	For the Year Ended			inception) to
	December, 2023			December 31, 2022
Share price	$	6.25		$	0.77
Expected volatility		97.1	%		95.1	%
Risk-free rate		3.6	%		3.0	%
Expected life		6.1 years			5.9 years
Expected dividend yield		—	%		—	%

The following table summarizes the Company’s share option activity for the year ended December 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	6,004,144		2.11	—		—
Forfeited	(596,450)		1.24	—		—
Options outstanding at December 31, 2023	5,791,065	$	2.12	9.3	$	17,752
Options vested and exercisable at December 31, 2023	1,470,572	$	5.26	9.3	$	949

Included in the table above are 45,611 PSOs that vested upon the Company raising external capital of $75 million or more. The milestone was considered outside of the Company’s control, and accordingly, the vesting of the PSOs were not considered probable until the financing event occurs. During the year ended December 31, 2023, the 45,611 PSOs became vested and an immaterial amount of share-based compensation expense was recognized in relation to these PSOs.

Included in the table above are 2,483,135 options to purchase Class A Ordinary Shares issued to certain directors, executives, and employees outside of the Equity Incentive Plan.

The weighted average grant date fair value of options granted during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was $5.79 and $1.35, respectively.

Market-Based Share Options

On March 20, 2023, the Company granted 306,373 options to purchase Class A Ordinary Shares (“Market-Based Share Options”) to a certain Director of the Board. These awards will vest only to the extent that the 20-day volume weighted average trading price (“VWAP”) of the Class A Ordinary Shares is over $30 per Class A Ordinary Share at any time prior to the fifth anniversary of the grant date. These awards have an exercise price of $8.16 and become exercisable when vested and the market condition is satisfied. These awards expire 10 years from the date of grant. The fair value of these Market-Based Share Options were estimated using a Monte Carlo valuation method.

The following table sets forth the weighted-average assumptions used at the grant date to determine the fair value of the Company’s Market-Based Share Options granted during the year ended December 31, 2023. No Market-Based Share Options were granted during the period from January 18, 2022 (date of inception) to December 31, 2022:


	For the Year
	Ended
	December 31,
	2023
Expected volatility		80.0	%
Risk-free rate		3.6	%
Expected life		2.2 years
Expected dividend yield		—	%
Fair value per Market-Based Share Options	$	4.66

The expense recognized related to Market-Based Share Options during the year ended December 31, 2023 was approximately $0.5 million.

Restricted Share Units

The Company issued RSUs to certain employees, executives, and directors pursuant to the Equity Incentive Plan. The fair value has been estimated based on the closing price of the shares on the grant date.


		Weighted
		Average
	Number of	Grant Date
	RSUs	Fair Value
Unvested RSUs at December 31, 2022	—	$	—
Granted	2,234,011		6.50
Forfeited	(170,000)		6.84
Converted to RSAs	(499,993)		8.16
Vested and unissued	(1,000)		6.60
Unvested RSUs at December 31, 2023	1,563,018	$	5.93

The expense recognized related to RSUs during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was approximately $1.6 million and $-0-, respectively.

Restricted Share Awards

The Company converted RSUs granted to a certain director pursuant to the Equity Incentive Plan into RSAs during the year ended December 31, 2023. The fair value was estimated based on the closing price of the shares on the original grant date.


		Weighted
		Average
	Number of	Grant Date
	RSUs	Fair Value
Unvested RSAs at December 31, 2022	—	$	—
Converted from RSUs	499,993		8.16
Unvested RSAs at December 31, 2023	499,993	$	8.16

The expense recognized related to RSAs during the year ended December 31, 2023 and period ended December 31, 2022 was approximately $0.6 million and $-0-, respectively.

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”). In connection with Severance Agreement, 59,594 of the share options previously granted to the COO became fully vested and exercisable, with any shares purchased under the option subject to an 18-month lockup period. The Company recognized approximately $0.6 million of incremental share-based compensation during the year ended December 31, 2023 related to this share option modification.

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 year ended December 31, 2023, the Company recognized expense in the amount of $2.2 million within research and development in the consolidated statement of operations, 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 year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was as follows:


			For the Period from
	For the Year		January 18, 2022
	Ended		(date of inception) to
	December 31,		December 31,
	2023		2022
Research and development	$	2,978	$	—
General and administrative		6,677		334
Total share-based compensation expense	$	9,655	$	334

As of December 31, 2023, there was approximately $19.5 million of total unrecognized share-based compensation expense related to options granted to employees, executives, and directors under the Company’s equity plans that is expected to be recognized over a weighted average period of 3.0 years. As of December 31, 2023, there was approximately $7.9 million of total unrecognized share-based compensation expense related to RSUs granted to certain employees, executives, and directors under the Company’s Equity Incentive Plan that is expected to be recognized over a weighted average period of 3.4 years. As of December 31, 2023, there was approximately $3.2 million of total unrecognized share-based compensation expense related to RSAs granted to a certain director under the Company’s Equity Incentive Plan that is expected to be recognized over a weighted average period of 3.2 years.

Note Payable (Details) - USD ($) $ in Thousands		11 Months Ended
Note Payable (Details) - USD ($) $ in Thousands	Dec. 08, 2022	Dec. 31, 2022	Mar. 08, 2023
Note Payable
Proceeds form issuance of note		$ 7,600
Note payable
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%
Note payable \| Hydra
Note Payable
Proceeds form issuance of note	$ 7,600
Face amount of note	$ 8,000		$ 10,000
Percentage of principal amount payable for waiving the acceleration right in consideration			125.00%

Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) - USD ($)
$ in Thousands

Noncontrolling interest

Class A Ordinary Shares

Recapitalization

Class A Ordinary Shares

Private Placement

Class A Ordinary Shares

License agreement with Lilly

Class A Ordinary Shares

Additional Paid-in Capital

Private Placement

Additional Paid-in Capital

Pre-Funded Warrants

Additional Paid-in Capital

License agreement with Lilly

Additional Paid-in Capital

Accumulated Deficit

Recapitalization

Accumulated Deficit

Redeemable Noncontrolling Interest

Recapitalization

Redeemable Noncontrolling Interest

Convertible Preferred Shares

Recapitalization

Convertible Preferred Shares

Recapitalization

Private Placement

Pre-Funded Warrants

License agreement with Lilly

Total

Balance (Shares) at Jan. 17, 2022

Balance at Jan. 17, 2022

$ 0

^[1]

$ 0

^[1]

$ 0

Convertible Preferred Shares

Issuance of Series A-1 convertible preferred shares for cash

^[1]

$ 10,000

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

10,808,332

Issuance of subsidiary redeemable preferred shares for license

4,943

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

Accretion of redeemable noncontrolling interest to redemption value

(334)

(6,318)

6,652

(6,652)

Exercise of stock options, net of forfeited shares (in Shares)

279,612

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

^[1]

$ 2,500

Share-based compensation

334

$ 334

Balance at Dec. 31, 2022

$ 10,000

10,000

$ 12,500

^[1]

$ 12,500

^[1]

Balance (Shares) at Dec. 31, 2022

125,000

13,510,415

Increase (Decrease) in Stockholders' Deficit

Issuance of shares (in shares)

108

Net Income (Loss)

(25,738)

(1,595)

$ (25,738)

Ending Balance (in Shares) at Dec. 31, 2022

3,548

279,720

Balance at Dec. 31, 2022

$ (32,056)

(32,056)

$ (32,056)

Convertible Preferred Shares

Recapitalization, net of forfeited shares

13,385,415

Balance after recapitalization (in shares)

13,510,415

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

$ (2)

^[1]

(14,684)

$ 14,686

^[1]

(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

Accretion of redeemable noncontrolling interest to redemption value

(7,017)

(203)

7,220

(7,220)

Stone Peach Call Right issued to noncontrolling interest

1,541

Deemed contribution from redeemable noncontrolling interest

9,212

(9,212)

9,212

Deemed dividend to redeemable noncontrolling interest

(10,875)

10,875

(10,875)

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

^[1]

$ 2,186

Share-based compensation

13,059

$ 13,059

Balance at Dec. 31, 2023

18,680

Balance (Shares) at Dec. 31, 2023

Increase (Decrease) in Stockholders' Deficit

Issuance of restricted share awards (in shares)

499,993

Issuance of shares (in shares)

15,041,530

1,000,000

Issuance of shares

$ 1

^[1]

$ 54,133

$ 16,070

$ 7,840

$ 54,134

$ 16,070

$ 7,840

Net Income (Loss)

(60,360)

$ (203)

$ (60,360)

Ending Balance (in Shares) at Dec. 31, 2023

43,593,678

Balance at Dec. 31, 2023

$ 1,541

$ 4

^[1]

$ 162,820

$ (103,494)

$ 60,871

[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

Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation
Share-based compensation expense	$ 334	$ 9,655
Employee Stock Option
Share-Based Compensation
Unrecognized share-based compensation expense		$ 19,500
Share-based compensation expense expected to be recognized over a weighted average period		3 years
Restricted Share Units
Share-Based Compensation
Share-based compensation expense	0	$ 1,600
Unrecognized share-based compensation expense		$ 7,900
Share-based compensation expense expected to be recognized over a weighted average period		3 years 4 months 24 days
Restricted Share Awards
Share-Based Compensation
Share-based compensation expense		$ 600	$ 0
Unrecognized share-based compensation expense		$ 3,200
Share-based compensation expense expected to be recognized over a weighted average period		3 years 2 months 12 days
Research and development
Share-Based Compensation
Share-based compensation expense		$ 2,978
General and administrative
Share-Based Compensation
Share-based compensation expense	$ 334	$ 6,677

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements - Private Placement Warrants (Details) $ in Thousands	12 Months Ended
	Dec. 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	$ (724)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain from the change in fair value of the private placement warrants
Ending balance	$ 990
Gain from the change in fair value of the private placement warrants	(724)
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	$ 700

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Compensation

Schedule of restricted share units


		Weighted
		Average
	Number of	Grant Date
	RSUs	Fair Value
Unvested RSUs at December 31, 2022	—	$	—
Granted	2,234,011		6.50
Forfeited	(170,000)		6.84
Converted to RSAs	(499,993)		8.16
Vested and unissued	(1,000)		6.60
Unvested RSUs at December 31, 2023	1,563,018	$	5.93

Schedule of restricted share awards


		Weighted
		Average
	Number of	Grant Date
	RSUs	Fair Value
Unvested RSAs at December 31, 2022	—	$	—
Converted from RSUs	499,993		8.16
Unvested RSAs at December 31, 2023	499,993	$	8.16

Schedule of share-based Compensation Expense


			For the Period from
	For the Year		January 18, 2022
	Ended		(date of inception) to
	December 31,		December 31,
	2023		2022
Research and development	$	2,978	$	—
General and administrative		6,677		334
Total share-based compensation expense	$	9,655	$	334

Equity Incentive Plan 2023

Share-Based Compensation

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


	For the Year
	Ended
	December 31,
	2023
Expected volatility		80.0	%
Risk-free rate		3.6	%
Expected life		2.2 years
Expected dividend yield		—	%
Fair value per Market-Based Share Options	$	4.66

Market-Based Share Options

Share-Based Compensation

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


				For the Period
				from January 18,
				2022 (date of
	For the Year Ended			inception) to
	December, 2023			December 31, 2022
Share price	$	6.25		$	0.77
Expected volatility		97.1	%		95.1	%
Risk-free rate		3.6	%		3.0	%
Expected life		6.1 years			5.9 years
Expected dividend yield		—	%		—	%

Schedule of company's 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	6,004,144		2.11	—		—
Forfeited	(596,450)		1.24	—		—
Options outstanding at December 31, 2023	5,791,065	$	2.12	9.3	$	17,752
Options vested and exercisable at December 31, 2023	1,470,572	$	5.26	9.3	$	949

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Convertible Preferred Shares and Shareholders' Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2023

Convertible Preferred Shares and Shareholders' Equity (Deficit)

Schedule of shares reserved for issuance


		December 31, 2023
Shares issuable upon exercise of options to purchase Class A Ordinary Shares		5,791,065
Restricted Share Units		1,564,018
Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares		16,591,996
Shares issuable upon exercise of Z33 Put Right		2,000,000
Shares available for grant under Equity Incentive Plan		4,222,272
Shares available for grant under ESPP		4,029,898
Total shares reserved for issuance		34,199,249

Consolidated Statements of Cash Flows (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Consolidated Statements of Cash Flows
Transaction costs	$ 4.2

Income Taxes - Components of loss before income taxes (Details) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Income Taxes
U.S. operations	$ (15,253)	$ (36,842)
Non-U.S. operations	(12,080)	(23,721)
Loss before income taxes	$ (27,333)	$ (60,563)

- 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
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Warrants

Schedule of number of warrants outstanding, exercise price, and expiration dates

The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of December 31, 2023:


Warrants Issued		Exercise Price	Expiration Date
6,899,996	$	11.50	March 2028
5,910,000	$	11.50	March 2028
3,782,000	$	0.001	N/A

Redeemable Noncontrolling Interest

12 Months Ended

Dec. 31, 2023

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interest

13.

Redeemable Noncontrolling Interest

As a finder’s fee for the 2022 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 (the “Call Option”). 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 Put 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.

In April 2023, the Company agreed to, within six months of April 24, 2023, exercise its Call Option on 50% of the Z33 Series Seed Preferred Shares previously issued to Stone Peach. The Company agreed to settle its Call Option by issuing 2,000,000 Class A Ordinary Shares. The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares. The $10.9 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed dividend to the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders in the consolidated statement of operations.

In November 2023, the Company and Stone Peach amended the terms of the agreement, voiding the Company’s obligation to exercise its Call Option, and instead reverting the Company’s rights and obligations under the Call Option back to that of the original agreement. Stone Peach, in addition to the existing Put Option, was granted the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura in exchange for 2,000,000 Class A Ordinary Shares (the “Put Right”). Stone Peach may exercise its Put Option and Put Right at any time between April 24, 2024 and April 24, 2028 under the new agreement. The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares. The $9.2 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed contribution from the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders in the consolidated statement of operations. On December 31, 2023, the redeemable noncontrolling interest was accreted to its redemption value and the difference was recorded as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders for the year ended December 31, 2023 in the consolidated statement of operations.

As of December 31, 2023 and 2022, the redeemable noncontrolling interest balance was $18.7 million and $10.0 million, respectively.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies.

12.

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.

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Mar. 26, 2024	Jun. 30, 2023
Document Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-40598
Entity Registrant Name	ZURA BIO LIMITED
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1725736
Entity Address, Address Line One	1489 W. Warm Springs Rd. #110
Entity Address, City or Town	Henderson
Entity Address State Or Province	NV
Entity Address, Postal Zip Code	89014
City Area Code	702
Local Phone Number	757-6133
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 357,468,160
Entity Common Stock, Shares Outstanding		43,593,678
Entity Central Index Key	0001855644
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Location	East Brunswick, New Jersey
Auditor Firm ID	100
Class A Ordinary Shares
Document Information
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	ZURA
Security Exchange Name	NASDAQ
Warrants
Document Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	ZURAW
Security Exchange Name	NASDAQ

Fair Value Measurements (Details) - USD ($) $ in Thousands	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Financial liabilities		$ 10,390
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
Private placement warrants
Fair Value Measurements
Financial liabilities	990
Note payable
Fair Value Measurements
Financial liabilities		7,756
Research and development license consideration
Fair Value Measurements
Financial liabilities		2,634
Cash equivalents
Fair Value Measurements
Financial assets	97,913
Level 1 \| Cash equivalents
Fair Value Measurements
Financial assets	97,913
Level 2 \| Private placement warrants
Fair Value Measurements
Financial liabilities	$ 990
Level 3
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

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Consolidated Balance Sheets
Series A-1 convertible preferred shares, par value per share (in dollars per share)	$ 0.001	$ 0.001
Series A-1 convertible preferred shares authorized (in shares)	0	13,510,415
Series A-1 convertible preferred shares issued (in shares)	0	13,510,415
Series A-1 convertible preferred shares outstanding (in shares)	0	13,510,415
Preferred shares, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares authorized (in shares)	1,000,000	0
Preferred shares issued (in shares)	0	0
Preferred shares outstanding (in shares)	0	0
Class A ordinary shares, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Class A ordinary shares authorized (in shares)	300,000,000	1,884,649
Class A ordinary shares issued (in shares)	43,593,678	279,720
Class A ordinary shares outstanding (in shares)	43,593,678	279,720

License Agreements (Details)		1 Months Ended	12 Months Ended
License Agreements (Details)	Mar. 22, 2022 USD ($) payment shares	Jul. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 shares
License Agreements
Series A-1 convertible preferred shares authorized (in shares) \| shares			0	13,510,415
Payments of non-refundable license fee		$ 150,000
Lonza milestone payment \| Accounts Payable and Accrued Liabilities
License Agreements
Annual milestone payment, due and payable			$ 400,000
Agreement with Pfizer
License Agreements
Amount of cash transferred	$ 5,000,000.0
Number of shares transferred \| shares	2,702,083
Percentage of interest	20.00%
Value allocated to in-process research and development	$ 7,500,000
Number of development and regulatory milestone payments \| payment	12
Maximum amount of development and regulatory milestone payments	$ 70,000,000.0
Maximum amount of sales milestone payments	$ 525,000,000.0
Maximum annual earned royalty at a marginal royalty rate	20.00%
Percentage of anti-dilution provisions to be maintained			18.00%
Series A-1 convertible preferred shares authorized (in shares) \| shares			267,939
Development Of research and development			$ 1,000,000.0

Consolidated Statements of Operations - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Operating expenses:
Research and development	$ 23,689	$ 43,999
General and administrative	3,473	18,639
Total operating expenses	27,162	62,638
Loss from operations	(27,162)	(62,638)
Other expense/(income), net:
Other expense, net	23	(17)
Interest income	(8)	(2,186)
Dividend income		(1,392)
Change in fair value of private placement warrants		724
Change in fair value note payable	156	2,244
Total other expense/(income), net	171	(2,075)
Loss before income taxes	(27,333)	(60,563)
Income tax benefit		0
Net loss before redeemable noncontrolling interest	(27,333)	(60,563)
Net loss attributable to redeemable noncontrolling interest	1,595	203
Net loss	(25,738)	(60,360)
Accretion of redeemable noncontrolling interest to redemption value	(6,652)	(7,220)
Deemed contribution from redeemable noncontrolling interest		9,212
Deemed dividend to redeemable noncontrolling interest		(10,875)
Net loss attributable to Class A Ordinary Shareholders of Zura	$ (32,390)	$ (69,243)
Net loss per share attributable to Class A Ordinary Shareholders of Zura, basic (in dollars per share)	$ (141.97)	$ (2.09)
Net loss per share attributable to Class A Ordinary Shareholders of Zura, diluted (in dollars per share)	$ (141.97)	$ (2.09)
Weighted-average Class A Ordinary Shares used in computing net loss per share attributable to Class A Ordinary Shareholders of Zura, basic (in shares)	228,148	33,064,036
Weighted-average Class A Ordinary Shares used in computing net loss per share attributable to Class A Ordinary Shareholders of Zura, diluted (in shares)	228,148	33,064,036

Warrants (Details) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
Warrants (Details) $ / shares in Units, $ in Thousands	Apr. 26, 2023 $ / shares shares	Apr. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) D $ / shares shares
Warrants
Public Warrants expiration term			5 years
Aggregate purchase price \| $			$ 16,070
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
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
Warrants
Warrants outstanding \| shares			5,910,000
Exercise price of warrants			$ 11.50
Private Placement \| Pre-Funded Warrants \| Subscription Agreement
Warrants
Number of warrants exercised \| shares			0
Number of warrants redeemed \| shares			0
Private Placement \| Class A Ordinary shares \| Pre-Funded Warrants \| Subscription Agreement
Warrants
Exercise price of warrants		$ 0.001
Number of Class A ordinary shares upon exercise of each warrant \| shares		1
Sale price per warrant	$ 4.249	$ 4.249
Aggregate purchase price \| $		$ 16,100
Private Placement \| Class A Ordinary shares \| Pre-Funded Warrants \| Subscription Agreement \| Maximum [Member]
Warrants
Number of warrants issued to purchase shares \| shares	3,782,000	3,782,000

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

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 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.

Financial instruments consist of cash and cash equivalents, 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 financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, and the fair value hierarchy of the valuation techniques utilized:


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	97,913	$	—	$	—	$	97,913
Financial liabilities:
Private placement warrants	$	—	$	990	$	—	$	990


	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 1, Level 2, or Level 3 during the year ended December 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:


	December 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 December 31, 2023	$	—

The Company recorded a loss on remeasurement of the Note of $2.2 million and $0.2 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively, within change in fair value of note payable in the consolidated statements of operations.

Research and development license consideration

As consideration for the 2022 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:


	December 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 December 31, 2023	$	—

The Company recorded a loss on the remeasurement of the research and development license consideration liability of $1.9 million and $0.2 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively, within research and development in the consolidated statements of operations.

Private Placement Warrants

As of December 31, 2023, the Company has private placement warrants assumed in connection with the Business Combination (see Note 8). 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 inputs used to value the private placement warrants are classified as Level 2. The following table provides a summary of changes in the estimated fair value of the private placement warrants:


Balance at December 31, 2022	$	—
Assumption of private placement warrants		1,714
Change in fair value		(724)
Balance at December 31, 2023	$	990

The Company recorded a gain from the change in fair value of the private placement warrants of $0.7 million for the year ended December 31, 2023 within change in fair value of private placement warrants in the consolidated statement of operations.

- 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

Share-Based Compensation (Details)					11 Months Ended	12 Months Ended
Share-Based Compensation (Details)	Jan. 01, 2024 shares	Jun. 01, 2023 shares	Mar. 16, 2023 shares	Jun. 08, 2022 Options shares	Dec. 31, 2022 $ / shares	Dec. 31, 2023 $ / shares shares	Mar. 20, 2023 shares
Share-Based Compensation
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 2023
Share-Based Compensation
Number of shares issued			8,059,796			6,004,144
Percentage of discount for eligible employees			5.00%
Weighted-average assumptions used to estimate the fair value
Share price \| $ / shares					0.77	6.25
Expected volatility					95.10%	97.10%
Risk-free rate					3.00%	3.60%
Expected life					5 years 10 months 24 days	6 years 1 month 6 days
Equity Incentive Plan 2023 \| Class A Ordinary shares
Share-Based Compensation
Share based compensation arrangement		5,564,315
Equity Incentive Plan 2023 \| Class A Ordinary shares \| Maximum
Share-Based Compensation
Share based compensation arrangement						9,594,213
Employee Stock Purchase Plan
Share-Based Compensation
Number of shares issued	4,029,898					0
Percentage of discount for eligible employees			15.00%

Pay vs Performance Disclosure - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (25,738)	$ (60,360)	$ (25,700)

- Definition

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

+ References

+ Details

Warrants

12 Months Ended

Dec. 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 Ordinary Shares 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 public and private placement warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

Public Warrants

The public warrants became 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 were 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.

Pre-Funded Warrants

In connection with the April 2023 Private Placement, the Company sold to accredited investors Pre-Funded Warrants to purchase up to 3,782,000 Class A Ordinary Shares at a price of $4.249 per Pre-Funded Warrant for an aggregate purchase price of approximately $16.1 million. 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 following table presents the number of warrants outstanding, their exercise price, and expiration dates as of December 31, 2023:


Warrants Issued		Exercise Price	Expiration Date
6,899,996	$	11.50	March 2028
5,910,000	$	11.50	March 2028
3,782,000	$	0.001	N/A

As of December 31, 2023, no Warrants have been exercised or redeemed.

Share-Based Compensation - Equity Award Modification (Details) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Apr. 07, 2023
Share-Based Compensation
Share-based compensation expense	$ 334	$ 9,655
Severance agreement
Share-Based Compensation
Options vested and exercisable			59,594
Share-based compensation expense		$ 600

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Income Taxes - Provision for income taxes (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Income Taxes
Provision for income taxes	$ 0

- Definition

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

+ References + Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Schedule of financial assets and liabilities measured at fair value on a recurring basis


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	97,913	$	—	$	—	$	97,913
Financial liabilities:
Private placement warrants	$	—	$	990	$	—	$	990


	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


	December 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 December 31, 2023	$	—


	December 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 December 31, 2023	$	—


Balance at December 31, 2022	$	—
Assumption of private placement warrants		1,714
Change in fair value		(724)
Balance at December 31, 2023	$	990

Recapitalization - PIPE Investment (Details) - USD ($)		12 Months Ended
Recapitalization - PIPE Investment (Details) - USD ($)	Mar. 13, 2023	Dec. 31, 2023
Recapitalization
Ordinary shares price		$ 14,686,000
PIPE Subscription Agreement
Recapitalization
Number of Class A shares issued	2,009,950
Price per share	$ 10.00
Ordinary shares price	$ 20,099,500

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2023

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are composed of the following as of December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022¹
Accrued 2023 Lilly License costs	$	10,000	$	—
Accrued research and development costs		6,091		490
Accounts payable		2,749		2,010
Accrued bonus		1,201		141
Accrued consulting fees		150		451
Other accrued expenses		111		681
Accrued offering costs		—		655
Total accounts payable and accrued expenses	$	20,302	$	4,428

(1)Comparative figures have been reclassified to conform with current period presentation.

License Agreements

12 Months Ended

Dec. 31, 2023

License Agreements

License Agreements

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.

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.

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.

The Company recognized the first $1.0 million development milestone as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023. This amount due is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023. The Company does not owe any other 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.

During October 2023, the Company began drug substance manufacturing with a third-party. As a result of manufacturing with a third-party other than Lonza, under the terms of the Lonza License the first annual milestone payment of $0.4 million became due and payable which is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023.

2022 Lilly License

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

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 (the "Call Option"). 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. In April 2023, the Company agreed to, within six months of April 24, 2023, exercise its Call Option on 50% of the Z33 Series Seed Preferred Shares previously issued to Stone Peach. The Company agreed to settle its Call Option by issuing 2,000,000 Class A Ordinary Shares. In November 2023, the Company and Stone Peach amended the terms of the agreement, voiding the Company's obligation to exercise its Call Option, and instead reverting the Company's rights and obligations under the Call Option back to that of the original agreement. Stone Peach, in addition to the existing Put Option, was granted the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura in exchange for 2,000,000 Class A Ordinary Shares (the "Put Right"). Stone Peach may exercise its Put Option and Put Right at any time between April 24, 2024 and April 24, 2028 under the new agreement. See Note 13 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, 2023, none of the contingent payments were due.

2023 Lilly License

On April 26, 2023, the Company’s newly-formed subsidiary ZB17 entered into a license agreement (the “2023 Lilly License” and, together with the 2022 Lilly License, the “Lilly Licenses”) with Lilly, for an exclusive license to develop, manufacture and commercialize a certain bispecific antibody relating to IL-17 and BAFF (“ZB-106”) in exchange for an upfront payment consisting of $5.8 million as well as 1,000,000 Class A Ordinary Shares issued at a fair value of $7.84 per Class A Ordinary Share. In addition, ZB17 will make a payment of $5.0 million upon the receipt of certain know-how, data, information and materials that Lilly is required to provide under the license agreement.

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 2023 Lilly License as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023.

As a finder’s fee for arranging the acquisition of the 2023 Lilly License, ZB17 granted to Stone Peach the right, but not the obligation, to purchase 4.99% of the fully diluted equity of ZB17 for $1.0 million (the “Stone Peach Call Right”). The Stone Peach Call Right is not exercisable until after the last patient is dosed in any single next clinical trial with ZB-106 and expires one year from the date of first indication approval for ZB-106 by the FDA or the European Medicines Agency (“EMA”). The Company recognized the Stone Peach Call Right at a grant-date fair value of $1.5 million as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023. The Stone Peach Call Right represents noncontrolling interest in the Company’s subsidiary, ZB17.

As of December 31, 2023 and 2022, the noncontrolling interest balance was $1.5 million and $-0-, respectively.

As additional consideration, Stone Peach will receive annual payments first of $0.6 million, and increasing by 10% annually, so long as the Company maintains its license for ZB-106 and beginning on May 1, 2023. The Company will account for these annual payments when they become due. The Company recognized the first $0.6 million annual payment as a component of research and development in the consolidated statement of operations for the year ended December 31, 2023.

As a finder’s fee for arranging the acquisition of the 2023 Lilly License, the Company agreed to make a one-time milestone payment of $5.0 million to BAFFX17, Ltd (“BAFFX17”) upon the occurrence of either: (i) a change of control transaction, (ii) the closing of an issuance of equity or equity-linked securities by the Company of at least $100.0 million, (iii) the consummation of a sale of assets resulting in net proceeds in excess of $100.0 million, or (iv) the Company’s fully diluted shares outstanding exceed 52,500,000 shares (on a split adjusted basis) as measured on April 24^th of each year. As the Company’s fully diluted shares outstanding exceeded 52,500,000 shares prior to December 31, 2023, the $5.0 million fee was recorded in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023 and within research and development in the consolidated statement of operations for the year ended December 31, 2023.

In addition to the consideration transferred during the year ended December 31, 2023, the Company is obligated to make 4 development milestone payments to Lilly up to an aggregate of $155.0 million, and sales milestone payments up to an aggregate of $440 million based on respective thresholds of net sales of products developed from ZB-106. The Company is also obligated to pay Lilly over a multi-year period (twelve years, or upon the later expiration of regulatory exclusivity of ZB-106 in a country) an annual earned royalty at a marginal royalty rate in the mid-single digits to low-double digits, with increasing rates depending on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of years. The Company is also obligated to pay BAFFX17 a fee equal to 3% of any milestone or royalty payments due to Lilly pursuant to the terms of either the 2022 Lilly License and the 2023 Lilly License with Lilly. Upon receiving written approval from the FDA, EMA, or similar regulatory authority of the Investigational New Drug (“IND”) and the commencement of a clinical trial in the applicable jurisdiction for ZB-106, Stone Peach will also receive a one-time payment of $4.5 million. Stone Peach will also receive a one-time milestone payment of $25 million upon either (i) certain equity-related transactions, or (ii) the receipt of regulatory approval from the applicable regulatory authority for any new indication in the applicable jurisdiction. Furthermore, Stone Peach was granted a royalty of 2% of the aggregate net sales of any products developed from the Compound. The Company will account for these contingent payments when they become due. As of December 31, 2023, none of the contingent payments were due.

WuXi Biologics License

In July 2023, the Company entered into a cell line license agreement (the "Cell Line License Agreement") with WuXi Biologics and its Affiliates ("WuXi Biologics"). The Cell Line License Agreement provides the Company with a non-exclusive, worldwide, sublicensable license to certain of WuXi Biologics's know-how, cell line, and biological materials (the "WuXi Biologics Licensed Technology") to manufacture, have manufactured, use, sell and import certain products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the "WuXi Biologics Licensed Products"). In consideration for the license, the Company agreed to pay WuXi Biologics a non-refundable license fee of $150,000 which is recognized as a component of research and development in the consolidated statement of operations for the year ended December 31, 2023 and is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023. Additionally, if the Company manufactures all of its commercial supplies of bulk drug product with a manufacturer other than WuXi Biologics or its affiliates, the Company is required to make royalty payments to WuXi Biologics in an amount equal to a fraction of a single digit percentage of global net sales of WuXi Biologics Licensed Products manufactured by a third-party manufacturer (the "Royalty"). If the Company manufactures part of its commercial supplies of the WuXi Biologics Licensed Products with WuXi Biologics or its affiliates, then the Royalty will be reduced accordingly on a pro rata basis. The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon three months' prior written notice and its payment of all undisputed amounts due to WuXi Biologics through the effective date of termination, (ii) by WuXi Biologics for a material breach by the Company that remains uncured for 30 days after written notice, or (iii) by WuXi Biologics if the Company fails to make a payment and such failure continues for 30 days after receiving notice of such failure.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events

Subsequent Events

14.

Subsequent Events

The Company has evaluated subsequent events through March 27, 2024, the date the consolidated financial statements were available to be issued. Except for the matters described below, the Company has concluded that no other events or transactions have occurred that require disclosure in the consolidated financial statements.

In January 2024, the Company entered into an employment agreement with Robert Lisicki, President and Chief Operating Officer. In conjunction with the employment agreement, the Company awarded 1,000,000 options to purchase Class A Ordinary Shares at an exercise price of $3.98 per option. The vesting of 400,000 of these options is conditional upon certain events subject to approval by the Board of Directors.

On March 24, 2024, the Board of Directors approved a CEO transition from Someit Sidhu, Chief Executive Officer and Director, to Robert Lisicki, effective April 8, 2024.

Convertible Preferred Shares and Shareholders' Equity (Deficit) - Ordinary Shares Reserved for Issuance (Details)	Dec. 31, 2023 shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares reserved for issuance	34,199,249
Equity Incentive Plan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares reserved for issuance	4,222,272
Employee Stock Purchase Plan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares reserved for issuance	4,029,898
Shares issuable upon exercise of Z33 Put Right
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares reserved for issuance	2,000,000
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares reserved for issuance	16,591,996
Shares issuable upon exercise of options to purchase Class A Ordinary Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares reserved for issuance	5,791,065
Restricted Share Units
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares reserved for issuance	1,564,018

Subsequent Events (Details) - Employment agreement with Robert Lisicki - Subsequent Events - President and Chief Operating Officer	1 Months Ended
	Jan. 31, 2024 $ / shares shares
Subsequent Events
Number of shares issued	1,000,000
Exercise price of shares granted \| $ / shares	$ 3.98
PSO
Subsequent Events
Number of shares issued	400,000

Recapitalization (Tables)

12 Months Ended

Dec. 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 – 2022 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 equity holders	14,058,074	52.0	%
Total shares outstanding	27,052,155	100.0	%

Fair Value Measurements - Research and development license consideration (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Aggregate fair value of the shares issued	$ 4,488
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	(724)
Settlement of the liability	(10,000)
Ending balance	990	$ 7,756
Loss on the remeasurement of the research and development license consideration liability	$ 1,900	200
Research and development license consideration
Fair Value Measurements
Number of Class A ordinary shares agreed to issue upon the closing of the business combination	550,000
Aggregate fair value of the shares issued	$ 4,500
Fair value per issued share	$ 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 \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
Fair Value Measurements
Issuance of Z33 series seed preferred shares if the business combination was not consummated	4,702,867
Fair value per share		$ 0.15
Research and development license consideration \| JATT Acquisition Corp \| Class A Ordinary shares
Fair Value Measurements
Fair value per share		$ 7.66

Recapitalization (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 20, 2023 USD ($) director $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Mar. 16, 2023 $ / shares shares	Dec. 31, 2022 $ / shares
Recapitalization
Transaction costs related to business combination		$ 4,000
Proceeds from issuance of 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 (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Legacy Zura
Recapitalization
Class A ordinary shares, par value per share (in dollars 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 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 (in dollars 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

Recapitalization - Forward Purchase Agreement and Redemption Backstop (Details)	Mar. 20, 2023 USD ($) $ / shares shares	Jan. 27, 2022 USD ($) $ / shares shares
Forward Purchase Agreement \| FPA Investors
Recapitalization
Issuance of shares (in shares)		3,000,000
Price per share \| $ / shares		$ 10
Issuance of shares \| $		$ 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		90

Convertible Preferred Shares and Shareholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2023

Convertible Preferred Shares and Shareholders' Equity (Deficit)

Convertible Preferred Shares and Shareholders' Equity (Deficit)

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

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 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.

April 2023 Private Placement

On April 26, 2023, the Company entered into its second PIPE subscription agreement (the “April 2023 Private Placement”) with certain accredited investors (the “Subscribers”), whereby the Company issued 15,041,530 Class A Ordinary Shares, par value $0.0001 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,782,000 Class A Ordinary Shares. Each Class A Ordinary Share was sold at a price of $4.25 per Class A Ordinary Share and each Pre-Funded Warrant was sold at a price of $4.249 per Pre-Funded Warrant for an aggregate purchase price of $80.0 million. See Note 8 for further information on the Pre-Funded Warrants.

Series A-1 Convertible Preferred Shares Rights and Preferences

Conversion

Each Series A-1 convertible preferred share 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 Series A-1 convertible preferred share 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

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 $30.0 million in equity, where any capital raised above this threshold is not subject to anti-dilution. Upon the closing of the Business Combination, the anti-dilution provision was no longer in effect.

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 December 31, 2023, no convertible preferred shares were issued and outstanding.

Prior to the Business Combination, Legacy Zura was authorized to issue Ordinary Shares and Series A-1 convertible preferred shares. The outstanding Ordinary Shares and Series A-1 convertible preferred shares of Legacy Zura are presented on the consolidated balance sheet and on the consolidated statement of changes in redeemable noncontrolling interest, convertible preferred shares, and shareholders’ equity (deficit) for the period from January 18, 2022 (date of inception) to December 31, 2022.

Ordinary Shares Reserved for Issuance

A summary of shares reserved for issuance as of December 31, 2023 is summarized below:


		December 31, 2023
Shares issuable upon exercise of options to purchase Class A Ordinary Shares		5,791,065
Restricted Share Units		1,564,018
Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares		16,591,996
Shares issuable upon exercise of Z33 Put Right		2,000,000
Shares available for grant under Equity Incentive Plan		4,222,272
Shares available for grant under ESPP		4,029,898
Total shares reserved for issuance		34,199,249