0001410578-25-000443 | 10-K | XBRL Viewer

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Income Taxes - Deferred tax assets and valuation allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
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	0.50%	(1.70%)
Impact of non-U.S. earnings	(7.10%)	(0.30%)
Change in valuation allowance	(14.30%)	(18.90%)
Non-deductible share-based compensation	(0.30%)	(0.60%)
Permanent differences	(0.10%)	(0.60%)
Other	0.30%
Change in deferred tax rate		1.10%
Deferred tax assets:
Net operating loss carryforward	$ 6,008	$ 6,947
Intangible assets acquired	10,833	9,496
Capitalized research and development	5,838	619
Share-based compensation	1,985	831
Capitalized start-up costs	764
Accrued expenses and other	233
Total deferred income tax assets	25,661	17,893
Valuation allowance	(25,661)	$ (17,893)
Valuation allowance	7,800
Uncertain tax positions	0
Amount of unrecorded benefit	0
Foreign
Deferred tax assets:
Net operating loss ("NOL") carryforwards	31,100
Foreign \| UK
Deferred tax assets:
Net operating loss ("NOL") carryforwards	12,800
Foreign \| KY
Deferred tax assets:
Net operating loss ("NOL") carryforwards	18,300
Domestic
Deferred tax assets:
Net operating loss ("NOL") carryforwards	$ 12,400
Operating loss carryforwards, offset percent	80.00%
State
Deferred tax assets:
Net operating loss ("NOL") carryforwards	$ 12,200
Operating loss carryforwards, offset percent	80.00%
Term of operating loss carryforward	20 years
State \| FL
Deferred tax assets:
Net operating loss ("NOL") carryforwards	$ 400
State \| VA
Deferred tax assets:
Net operating loss ("NOL") carryforwards	$ 11,800

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2024	Mar. 21, 2025	Jun. 28, 2024
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Securities Act 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	825-9872
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	ZURA
Security Exchange Name	NASDAQ
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
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 206,282,986
Entity Common Stock, Shares Outstanding		68,374,998
Entity Central Index Key	0001855644
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Location	East Brunswick, New Jersey
Auditor Firm ID	100
Documents Incorporated by Reference	Part III of this Annual Report incorporates by reference information from the definitive proxy statement for the registrant’s 2025 Annual General Meeting of Shareholders, which is expected to be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2024.

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

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 and private placement warrants. 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, 2024 and 2023, and the fair value hierarchy of the valuation techniques utilized:


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	170,743	$	—	$	—	$	170,743


	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

There were no transfers into or out of Level 1, Level 2, or Level 3 during the year ended December 31, 2024 and 2023.

Private Placement Warrants

In August 2024, pursuant to the Warrant Exchange, the Company exchanged all of the outstanding Private Placement Warrants for Class A Ordinary Shares. The Private Placement Warrants were originally assumed in connection with the Business Combination in 2023. See Note 8. The Private Placement Warrants were 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 Private Placement Warrants are classified as Level 2 financial instruments. Upon completion of the Warrant Exchange, the Private Placement Warrants were remeasured to settlement value which was determined based on the fair value of the Class A Ordinary Shares issued in exchange for the Private Placement Warrants. The following table provides a summary of changes in the estimated fair value of the Private Placement Warrants:


	For the Year Ended December 31,
	2024		2023
Balance, beginning of year	$	990	$	—
Assumption of private placement warrants		—		1,714
Change in fair value		5,240		(724)
Exchange of private placement warrants for Class A Ordinary Shares		(6,230)		—
Balance, end of year	$	—	$	990

For the years ended December 31, 2024 and 2023, the Company recorded a loss of $5.2 million and a gain of $0.7 million, respectively, from the change in fair value of the Private Placement Warrants in change in fair value of private placement warrants in the consolidated statements of operations.

Financial Instruments Settled Upon Business Combination

The Company had two level three classified financial instruments, note payable and research and development license consideration, that were measured at fair value on a recurring basis during 2023 and settled prior to December 31, 2023. The following table provides a summary of changes in the estimated fair value of the note payable and research and development license consideration liability:


			Research and
			Development
			License
			Consideration
	Note Payable		Liability
Balance as of December 31, 2022	$	7,756	$	2,634
Remeasurement to settlement value upon closing of the Business Combination		2,244		1,854
Settlement of liability		(10,000)		(4,488)
Balance as of December 31, 2023	$	—	$	—

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 Company elected to account for the Note at fair value. 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. For the year ended December 31, 2023, the Company recorded a loss on the remeasurement of the Note of $2.2 million in change in fair value of note payable in the consolidated statement of operations. The Note was no longer outstanding as of December 31, 2024 and 2023.

Research and development license consideration

As consideration for the 2022 Lilly License (defined below), Lilly received 550,000 Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions). See Note 6. The arrangement was liability classified and remeasured at fair value at each reporting date prior to the Business Combination (the research and development license consideration liability).

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. For the year ended December 31, 2023, the Company recorded a loss on the remeasurement of the research and development license consideration liability of $1.9 million in research and development in the consolidated statement of operations. The research and development license consideration liability was no longer outstanding as of December 31, 2024 and 2023.

- 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.

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+ Details

Defined Contribution Plans

12 Months Ended

Dec. 31, 2024

Defined Contribution Plans

Defined Contribution Plans

13.

Defined Contribution Plans

The Company maintains a 401(k) defined contribution retirement plan (the “401(k) Plan”) for all of its U.S. employees. For the 401(k) Plan, the Company makes a matching contribution up to a maximum of 6% of an employee’s annual salary. For U.K. employees, the Company contributes up to 6% of an employee’s annual salary to defined contribution retirement pension plans. Contributions made by the Company vest 100% upon contribution. For the year-ended December 31, 2024 and 2023, the Company recorded expense of $0.3 million and $0.1 million, respectively for the defined contribution plans.

Recapitalization (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 20, 2023 USD ($) director $ / shares shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2024 $ / shares shares	Mar. 16, 2023 $ / shares	Jun. 08, 2022 shares
Recapitalization
Proceeds from issuance of ordinary shares upon closing of business combination		$ 56,683
Transaction costs related to business combination		$ 4,000
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%
Proceeds from issuance of ordinary shares upon closing of business combination	$ 56,700
Transaction costs related to 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

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies.

Commitments and Contingencies

11.

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.

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

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Compensation

Schedule of restricted share units


		Weighted
	Number of	Average
	Options	Grant Date FV
Unvested RSUs outstanding as of December 31, 2023	1,563,018	$	5.93
Granted	5,000	$	3.59
Forfeited	(297,342)	$	5.77
Vested and issued	(393,753)	$	5.77
Vested and unissued	(2,000)	$	5.39
Unvested RSUs as of December 31, 2024	874,923	$	5.99

Schedule of restricted share awards


		Weighted
		Average
	Number of	Grant Date
	Options	Fair Value
Unvested RSAs outstanding as of December 31, 2023	499,993		8.16
Vested	(124,998)		8.16
Unvested RSAs outstanding as of December 31, 2024	374,995	$	8.16

Schedule of share-based compensation expense


	For the Year Ended December 31,
	2024		2023
Research and development	$	2,223	$	2,978
General and administrative		14,575		6,677
Total share-based compensation expense	$	16,798	$	9,655

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,
	2024			2023
Share price	$	3.35		$	6.25
Expected volatility		101.1	%		97.1	%
Risk-free rate		4.2	%		3.6	%
Expected life		6.0 years			6.1 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 as of December 31, 2023		5,791,065	$	2.12	9.3	$	17,752
Granted		7,164,948	$	3.45
Forfeited		(738,266)	$	2.49
Options outstanding as of December 31, 2024		12,217,747	$	2.88	8.9	$	8,388
Options vested and exercisable as of December 30, 2024	$	3,672,393	$	1.50	8.2	$	6,080

Market-Based Share Options

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

- 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.

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-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-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

Summary of Significant Accounting Policies - Segments (Details)	12 Months Ended
	Dec. 31, 2024 segment
Summary of Significant Accounting Policies
Number of operating segments	1

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Summary of Significant Accounting Policies

Schedule of potentially dilutive securities not included in calculation of diluted net loss per share because to do so would be anti-dilutive


	December 31,
	2024	2023
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	10,175,633	5,791,065
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right	2,000,000	2,000,000
Shares issuable upon vesting of restricted share units	859,923	1,543,018
Restricted share awards	374,995	499,993
Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares	—	12,809,996
Total	13,410,551	22,644,072

Organization and Description of Business (Details) $ in Thousands		1 Months Ended		12 Months Ended
	Sep. 18, 2024 USD ($)	Apr. 30, 2024 USD ($)	Apr. 30, 2023 USD ($)	Dec. 31, 2024 USD ($) item	Dec. 31, 2023 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of participants \| item				80
Accumulated deficit				$ 155,897	$ 103,494
Net loss				52,403	60,360
Cash and cash equivalents				176,498	99,806
Proceeds from issuance of ordinary shares upon closing of business combination					56,683
At The Market Offering
Subsidiary, Sale of Stock [Line Items]
Aggregate sales price		$ 4,900
Proceeds from issuance of ordinary shares upon closing of business combination	$ 5,500			5,534
April 2024 Private Placement
Subsidiary, Sale of Stock [Line Items]
Aggregate sales price		$ 105,300
Proceeds from issuance of ordinary shares upon closing of business combination				$ 55,223
April 2023 Private Placement
Subsidiary, Sale of Stock [Line Items]
Aggregate sales price			$ 75,800
Proceeds from issuance of ordinary shares upon closing of business combination					$ 59,724

Fair Value Measurements - Research and development license consideration (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurements
Aggregate fair value of the shares issued		$ 4,488
Loss on the remeasurement of the research and development license consideration liability		1,900
Ending balance		990
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
Ending balance	$ 0	$ 0

Convertible Preferred Shares and Shareholders' Equity (Details) $ / shares in Units, $ in Thousands							1 Months Ended	12 Months Ended
	Sep. 18, 2024 USD ($) $ / shares shares	Aug. 27, 2024 shares	Aug. 15, 2024 $ / shares shares	Apr. 22, 2024 USD ($)	Apr. 18, 2024 USD ($) $ / shares shares	Mar. 22, 2022 USD ($) Vote $ / shares	Apr. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Sep. 17, 2024 USD ($)	Mar. 20, 2023 $ / shares shares	Mar. 16, 2023 $ / shares shares	Jun. 08, 2022 shares
Shareholders' Equity
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			300,000,000
Preferred shares, shares authorized								1,000,000	1,000,000			1,000,000
Preferred shares, par value per share (in dollars per share) \| $ / shares								$ 0.0001	$ 0.0001			$ 0.0001
Transaction costs \| $								$ 626
Proceeds from issuance of ordinary shares upon closing of business combination \| $									$ 56,683
Number of shares surrendered			4,000,000
Exercise Price \| $ / shares			$ 0.001
Common stock issued (in shares)								65,297,530	43,593,678
Common stock outstanding (in shares)								65,297,530	43,593,678
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
Legacy Zura
Shareholders' Equity
Common stock issued (in shares)								0	0
Common stock outstanding (in shares)								0	0
Legacy Zura
Shareholders' Equity
Class A ordinary shares, par value per share (in dollars per share) \| $ / shares											$ 0.001
Pre-Funded Warrants
Shareholders' Equity
Exercise Price \| $ / shares			$ 0.001
Number of warrants issued to purchase shares			4,000,000
At The Market Offering
Shareholders' Equity
Aggregate amount of shares reserved \| $										$ 300,000
Aggregate sales price \| $							$ 4,900
Transaction costs \| $								$ 600
Proceeds from issuance of ordinary shares upon closing of business combination \| $	$ 5,500							5,534
April 2024 Private Placement
Shareholders' Equity
Aggregate sales price \| $							$ 105,300
Proceeds from issuance of ordinary shares upon closing of business combination \| $								$ 55,223
April 2024 Private Placement \| Officers, Director And Affiliates
Shareholders' Equity
Transaction costs \| $				$ 7,200
Aggregate purchase price \| $				$ 112,500
April 2024 Private Placement \| Pre-Funded Warrants
Shareholders' Equity
Price per warrant \| $ / shares					$ 3.107
Proceeds from sale of shares and warrants \| $					$ 108,300
Class A Ordinary shares
Shareholders' Equity
Issuance of Class A Ordinary Shares in exchange (in shares)		547,006						3,782,190
Issuance of Pre-Funded Warrants in exchange for Class A Ordinary Shares			4,000,000
Class A Ordinary shares \| At The Market Offering
Shareholders' Equity
Aggregate amount of shares reserved \| $										$ 125,000
Number of Class A shares issued	1,500,000
Price per share \| $ / shares	$ 3.8
Class A Ordinary shares \| April 2024 Private Placement
Shareholders' Equity
Class A ordinary shares, par value per share (in dollars per share) \| $ / shares					$ 3.108
Number of Class A shares issued					18,732,301
Class A Ordinary shares \| April 2024 Private Placement \| Officers, Director And Affiliates
Shareholders' Equity
Number of Class A shares issued					1,357,827
Price per share \| $ / shares					$ 3.13
Aggregate purchase price \| $					$ 4,200
Class A Ordinary shares \| April 2024 Private Placement \| Pre-Funded Warrants
Shareholders' Equity
Number of warrants issued to purchase shares					16,102,348
Series A-1 convertible preferred shares
Shareholders' Equity
Number of Class A ordinary shares on conversion									267,939
Series A-1 convertible preferred shares \| Legacy Zura
Shareholders' Equity
Series A-1 convertible preferred shares issued (in shares)								0	0
Series A-1 convertible preferred shares outstanding (in shares)								0	0
Agreement with Pfizer
Shareholders' Equity
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

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Measurements

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


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	170,743	$	—	$	—	$	170,743


	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

Schedule of changes in estimated fair value of private placement warrants and notes payable and research development license


	For the Year Ended December 31,
	2024		2023
Balance, beginning of year	$	990	$	—
Assumption of private placement warrants		—		1,714
Change in fair value		5,240		(724)
Exchange of private placement warrants for Class A Ordinary Shares		(6,230)		—
Balance, end of year	$	—	$	990


			Research and
			Development
			License
			Consideration
	Note Payable		Liability
Balance as of December 31, 2022	$	7,756	$	2,634
Remeasurement to settlement value upon closing of the Business Combination		2,244		1,854
Settlement of liability		(10,000)		(4,488)
Balance as of December 31, 2023	$	—	$	—

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

Share-Based Compensation - Equity Award Modification (Details) - USD ($) $ in Thousands				12 Months Ended
	Jul. 24, 2024	Jan. 10, 2024	Mar. 16, 2023	Dec. 31, 2024	Dec. 31, 2023	Apr. 07, 2023
Share-Based Compensation
Share based payment award, option to vest (in years)			4 years
Share-based compensation expense				$ 16,798	$ 9,655
Chief Executive Officer ("CEO")
Share-Based Compensation
Share based payment award, options, vested, number of shares	1,700,000			1,700,000
Share based payment award, option to vest (in years)	3 years
Share-based compensation expense				$ 5,900
Options vested and exercisable	250,000			250,000
Chief Medical Officer (the "CMO")
Share-Based Compensation
Share based payment award, options, vested, number of shares		67,525
Share based payment award, equity instruments other than options, vested in period		40,515
Share based payment arrangement, expense reversal				$ 100
Severance agreement
Share-Based Compensation
Share-based compensation expense					$ 600
Options vested and exercisable						59,594

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Consolidated Balance Sheets
Preferred shares, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares authorized (in shares)	1,000,000	1,000,000
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	300,000,000
Class A ordinary shares issued (in shares)	65,297,530	43,593,678
Class A ordinary shares outstanding (in shares)	65,297,530	43,593,678

License Agreements

12 Months Ended

Dec. 31, 2024

License Agreements

License Agreements

6.	License Agreements

2023 Lilly License

On April 26, 2023, the Company’s consolidated subsidiary ZB17 LLC (“ZB17”) entered into a license agreement (the “2023 Lilly License” and, together with the 2022 Lilly License (as defined below), 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. During 2024, ZB17 made an additional payment of $5.0 million to Lilly in connection with 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 in 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 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 in 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 consolidated subsidiary, ZB17. As of December 31, 2024 and 2023, the noncontrolling interest balance was $1.5 million in the consolidated balance sheets.

As additional consideration, beginning on May 1, 2023, Stone Peach receives an annual payment of $0.6 million initially, and increasing by 10% annually, so long as the Company maintains its license for tibulizumab, to be paid on May 1st of each year. The Company records expense for these annual payments when they become due. For the years ended December 31, 2024 and 2023, the Company recorded $0.7 million and $0.6 million, respectively, in research and development in the consolidated statement of operations for the annual payments.

The Company recorded a one-time payment of $4.5 million for additional consideration due to Stone Peach upon approval from the FDA for its Investigational New Drug (“IND”) and commencement of the clinical trial for tibulizumab in research and development in the consolidated statement of operations for the years ended December 31, 2024 and in accounts payable and accrued expenses as of December 31, 2024.

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 24th 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 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 in the consolidated balance sheets as of December 31, 2024 and December 31, 2023.

In addition to the consideration paid and/or earned during the years ended December 31, 2024 and 2023, the Company is obligated to make payments (a) to Lilly for four (4) development 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 tibulizumab; (b) to Lilly over a multi-year period (twelve years, or upon the later expiration of regulatory exclusivity of ZB-106 in a country) for 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; (c) to BAFFX17 for a fee equal to 3% of any milestone or royalty payments due to Lilly pursuant to the terms of either the 2022 Lilly License or the 2023 Lilly License; (d) to Stone Peach for 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; (e) to Stone Peach for a royalty of 2% of the aggregate net sales of any products developed from the Compound (collectively, the “2023 Lilly Contingent Payments”). As of December 31, 2024, none of the 2023 Lilly Contingent Payments are due and accordingly will not be recorded in the Company’s financial statements until they are due.

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 during 2022 and issued 550,000 Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) (the “Lilly License Fee”). During 2022 the Company recorded expense for the entire cost of the Lilly License Fee. Prior to the Business Combination, the obligation to issue shares represented contingent consideration and was classified as a liability in the consolidated balance sheet (research and development license consideration liability), which was settled upon the issuance of shares upon the closing of the Business Combination. See Note 4.

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 was included in the measurement of the cost of the acquired asset. The Company 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 the Company for a price per share of $2.040724 (the “Put Option”). In April 2023, the Company agreed to exercise its Call Option and the Company amended the settlement terms to settle the Call Option by issuing 2,000,000 Class A Ordinary Shares (the “Amended Terms”). In November 2023, the Amended Terms were voided and the Company’s rights and obligations under the Call Option reverted to those in the original agreement (the “Second Amended Terms”). In connection with the Second Amended Terms, the Company also provided Stone Peach with the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to the Company 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 12. Each of the Amended Terms and the Second Amended Terms were considered an extinguishment and reissuance of the Z33 Series Seed Preferred Shares, and the Z33 Series Seed Preferred Shares are remeasured to the greater of the redemption value or the initial fair value, less noncontrolling shareholder’s interest in net loss of Z33, at each subsequent reporting period. The Z33 Series Seed Preferred Shares represent redeemable noncontrolling interest in the Company’s consolidated subsidiary, Z33.

In addition to the consideration paid in 2022 and shares issued in 2023, the Company is also obligated to make payments to Lilly for (a) for $3.0 million upon the completion of a financing by Z33 with gross proceeds exceeding $100 million; (b) 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, if any; and (c) an annual earned royalty 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, if any year (collectively, the “2022 Lilly Contingent Payments”). The Company will account for these contingent milestone payments when they become due. As of December 31, 2024, none of the 2022 Lilly Contingent Payments are due and accordingly will not be recorded in the Company’s financial statements until they are due.

Pfizer Agreement

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 Accounting Standards Codification (“ASC”) 805, Business Combinations, 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 during 2022, the Company is obligated to make payments to Pfizer for (a) twelve (12) future 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”), if any; and (b) 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 net sales of the Company’s Products, if any (collectively, the “Pfizer Contingent Payments”). 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 recorded the first $1.0 million development milestone, included in the Pfizer Contingent Payments, as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023. This amount was fully paid to Pfizer during the year ended December 31, 2024. As of December 31, 2024, no additional Pfizer Contingent Payments are due and accordingly no additional Pfizer Contingent Payments will be recorded in the Company’s financial statements until they are due.

The Pfizer Agreement also had 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, Compensation – Stock Compensation, the Company recorded expense related to these Class A Ordinary Shares based on their grant date fair value. See Note 9. Following the Business Combination, the anti-dilution provision is no longer in effect.

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 another third party. As a result of manufacturing with a third party other than Lonza, under the terms of the Lonza License the Company had a license fee of $0.4 million due to Lonza in the fourth quarter of 2023 and annually thereafter. The Company recorded $0.4 million for the Lonza License in research and development in the consolidated statements of operations for the years ended December 31, 2024 and 2023. During the year ended December 31, 2024, $0.4 million was paid for the Lonza License and the remaining $0.4 million is included in accounts payable and accrued expenses in the consolidated balance sheet as of December 31, 2024.

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”) for certain of WuXi Biologics’ 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”). If the Company manufactures all of its commercial supplies of bulk drug product for WuXi Biologics Licensed Products 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. As of December 31, 2024, there are no payments currently due under the Cell Line License Agreement.

Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		12 Months Ended
	Dec. 08, 2022	Nov. 30, 2023	Apr. 30, 2023	Dec. 31, 2023	Mar. 31, 2022	Dec. 31, 2024
Redeemable Noncontrolling Interest
Accretion of redeemable noncontrolling interest to redemption value				$ 7,220
Redeemable noncontrolling interest				$ 18,680		$ 11,663
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
Redeemable Noncontrolling Interest
Number of shares transferred					4,900,222
Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right \| Call option
Redeemable Noncontrolling Interest
Purchase price per share	$ 2.448869
Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
Redeemable Noncontrolling Interest
Number of shares transferred	4,900,222
Right but not the obligation to sell the issued shares, maximum percentage		50.00%
Number of shares in exchange for exercise of put Right		2,000,000
Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right \| Call option
Redeemable Noncontrolling Interest
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		6 months
Percentage of the call options exercised			50.00%
Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right \| Put option
Redeemable Noncontrolling Interest
Percentage of the call options exercised	50.00%
Selling price per share	$ 2.040724
Right but not the obligation to sell the issued shares, maximum percentage	50.00%
Stone Peach Properties, LLC \| Class A Ordinary shares
Redeemable Noncontrolling Interest
Number of shares in exchange for exercise of put Right		2,000,000
Stone Peach Properties, LLC \| Class A Ordinary shares \| Call option
Redeemable Noncontrolling Interest
Number of shares issued on exercise of call options			2,000,000
Z33 \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
Redeemable Noncontrolling Interest
Accretion of redeemable noncontrolling interest to redemption value		$ 9,200
Z33 \| Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
Redeemable Noncontrolling Interest
Deemed dividend to the redeemable noncontrolling interest			$ 10,900

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Fair Value Measurements - Private Placement Warrants (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 990
Assumption of private placement warrants		$ 1,714
Change in fair value	$ 5,240	$ (724)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Loss(Gain) from the change in fair value of the private placement warrants	Loss(Gain) from the change in fair value of the private placement warrants
Exchange of private placement warrants for Class A Ordinary Shares	$ (6,230)
Ending balance		$ 990
Loss(Gain) from the change in fair value of the private placement warrants	5,240	(724)
Private placement warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Loss(Gain) from the change in fair value of the private placement warrants	$ (5,200)	$ 700

Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Mar. 20, 2023	Jun. 08, 2022
Subsidiary, Sale of Stock [Line Items]
Transaction costs		$ 4.0
Issuance of shares, Transaction costs		$ 9.8
Exchange ratio for Class A ordinary shares pursuant to the business combination	108.083		108.083	108.083
April 2024 Private Placement
Subsidiary, Sale of Stock [Line Items]
Issuance of shares, Transaction costs	$ 7.2
At The Market Offering
Subsidiary, Sale of Stock [Line Items]
Issuance of shares, Transaction costs	$ 0.2

Convertible Preferred Shares and Shareholders' Equity

12 Months Ended

Dec. 31, 2024

Convertible Preferred Shares and Shareholders' Equity

Convertible Preferred Shares and Shareholders' Equity

7.	Convertible Preferred Shares and Shareholders’ Equity

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. See Note 9.

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 was 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.

Shelf Registration and ATM Program

The Company filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which was declared effective on September 17, 2024. Pursuant to the Shelf Registration Statement, the Company may offer and sell ordinary shares, preference shares, debt securities, warrants and or units having an aggregate public offering price of up to $300.0 million. In connection with the filing of the Shelf Registration Statement, the Company also entered into a sales agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”), relating to the sale of the Company’s Class A Ordinary Shares having an aggregate gross sales price of up to $125.0 million, from time to time through Leerink Partners, acting as sales agent (the “ATM”). The Company incurred $0.6 million of offering expenses in connection with establishing the ATM that reduced additional paid-in capital as of December 31, 2024.

On September 18, 2024, the Company sold 1,500,000 Class A Ordinary Shares at a price of $3.80 per share under the ATM, for net proceeds of $5.5 million, after placement agent commissions. See Note 14.

Warrant Exchange

In connection with the Warrant Exchange, the Company issued 3,782,190 Class A Ordinary Shares. See Note 8.

Exchange of Class A Ordinary Shares

On August 15, 2024, the Company entered into a share surrender and warrant agreement (the “Share Exchange Agreement”) with certain affiliated shareholders (the “Shareholders”), pursuant to which (i) the Shareholders surrendered an aggregate of 4,000,000 Class A Ordinary Shares owned by the Shareholders, for no consideration, which were immediately cancelled and retired, upon surrender; and (ii) the Company issued pre-funded warrants to purchase an aggregate of 4,000,000 Ordinary Shares, with an exercise price of $0.001 per share (the “Share Exchange Warrants”) (the “Share Exchange”).

April 2024 Private Placement

On April 18, 2024, the Company entered into subscription agreements (the “Investor Agreements”) with certain institutional and other accredited investors (the “Investors”), whereby the Company agreed to issue 18,732,301 Class A Ordinary Shares at a price of $3.108 per share and pre-funded warrants to purchase up to 16,102,348 Class A Ordinary Shares (the “2024 Pre-Funded Warrants”) at a price of $3.107 per 2024 Pre-Funded Warrant for an aggregate purchase price of $108.3 million. See Note 8 for further information about the 2024 Pre-Funded Warrants.

On April 18, 2024, the Company also entered into subscription agreements (the “Insider Agreements” and together with the Investor Agreements, the “April 2024 Private Placement”) with certain officers, directors and affiliates of the Company (“Insiders” and together with the Investors, the “Subscribers”), whereby the Company issued 1,357,827 Class A Ordinary Shares at a price of $3.13 per share for an aggregate purchase price of $4.2 million.

The April 2024 Private Placement closed on April 22, 2024, from which the Company received total gross proceeds of approximately $112.5 million, before deducting transaction costs of $7.2 million.

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.

Class A Ordinary Shares Reserved for Issuance

The summary of shares reserved for issuance as of December 31, 2024 is summarized below:


		December 31, 2024
Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares		23,884,348
Shares issuable upon exercise of options to purchase Class A Ordinary Shares		12,217,747
Shares available for grant under 2023 Equity Incentive Plan and ESPP		1,863,283
Shares issuable upon exercise of Z33 Put Right		2,000,000
Shares issuable upon release of restricted share units		876,923
Total shares reserved for issuance		40,842,301

Legacy Zura Ordinary Shares and Series A-1 Convertible Preferred Shares

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 statement of changes in redeemable noncontrolling interest, convertible preferred shares, and shareholders’ equity (deficit) as of December 31, 2022, prior to the recapitalization (see Note 3).

As of December 31, 2024 and 2023, no Legacy Zura Ordinary Shares and no convertible preferred shares were issued and outstanding.

Series A-1 Convertible Preferred Shares Rights and Preferences

Conversion

Each Series A-1 convertible preferred share was 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 would have automatically 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 would have ranked pari passu with the existing Ordinary Shares at the time of conversion.

Anti-Dilution

When the Company issued equity securities, other than pursuant to a share option plan, the Company was required to 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 raised 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 were 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 were entitled to receive a liquidation preference prior to any distribution to the holders of Ordinary Shares in the amount of $131 per share.

Voting Rights

The holders of the Series A-1 convertible preferred shares were 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 were entitled to any anti-dilution shares, in which case the holders of Series A-1 convertible preferred shares were 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 were not mandatorily redeemable at the option of the holder.

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 170.7	$ 97.9

Subsequent Events (Details) - USD ($)				1 Months Ended		3 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Jan. 01, 2025	Sep. 18, 2024	Mar. 16, 2023	Feb. 28, 2025	Apr. 30, 2024	Mar. 31, 2025	Dec. 31, 2024
Subsequent Events
Share based payment award, option to vest (in years)			4 years
At The Market Offering
Subsequent Events
Net proceeds					$ 4,900,000
Class A Ordinary shares \| At The Market Offering
Subsequent Events
Number of Class A shares issued		1,500,000
Price per share		$ 3.8
Equity Incentive Plan 2023
Subsequent Events
Number of options granted							7,164,948
Subsequent Events \| Class A Ordinary shares \| At The Market Offering
Subsequent Events
Number of Class A shares issued						3,000,000
Price per share						$ 1.75
Net proceeds						$ 5,100,000
Subsequent Events \| Shares available for grant under 2023 Equity Incentive Plan and ESPP \| Class A Ordinary shares
Subsequent Events
Shares reserved for future issuances, increased percentage	5.00%
Shares reserved for future issuances, increased shares	3,264,877
Subsequent Events \| Equity Incentive Plan 2023 \| Class A Ordinary shares \| Employee Stock Option
Subsequent Events
Number of options granted				3,572,790
Share based payment award, option to vest (in years)				4 years

Recapitalization (Tables)

12 Months Ended

Dec. 31, 2024

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	%

Warrants (Details) $ / shares in Units, $ in Millions						1 Months Ended		12 Months Ended
Warrants (Details) $ / shares in Units, $ in Millions	Aug. 27, 2024 shares	Aug. 15, 2024 $ / shares shares	Aug. 12, 2024 shares	Jul. 12, 2024 shares	Apr. 26, 2023 $ / shares shares	Apr. 30, 2024 $ / shares shares	Apr. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) D $ / shares shares
Warrants
Cost directly related to the warrant exchange \| $								$ 1.6
Exercise price of warrants \| $ / shares		$ 0.001
Public warrants
Warrants
Warrants outstanding	196,568
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								1
Exercise price of warrants \| $ / shares								$ 11.5
Minimum threshold written notice period for redemption of public warrants								30 days
Fair value per share \| $ / shares								$ 0.01
Stock price trigger for redemption of public warrants \| $ / shares								18
Redemption price per public warrant (in dollars per share) \| $ / shares								$ 11.5
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
Number of warrants issued to purchase shares				5,910,000
Private placement warrants
Warrants
Warrants outstanding	1,829,420
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
Number of warrants issued to purchase shares			4,080,580	6,899,996
IPO Warrants
Warrants
Warrants outstanding								0
Number of warrants issued to purchase shares			6,703,428
Pre-Funded Warrants
Warrants
Exercise price of warrants \| $ / shares		$ 0.001
Percentage of shares outstanding immediately prior to or after giving effect to exercise of share exchange		9.99%
Notice period ( in days)		61 days
Number of warrants issued to purchase shares		4,000,000
Class A Ordinary shares
Warrants
Number of Class A ordinary shares upon exercise of each warrant				0.27
Decrease in share exchange ratio (in percentage)				10.00%
Shares issued in exchange of warrants	547,006							3,782,190
Class A Ordinary shares \| Public warrants
Warrants
Shares issued in exchange of warrants			2,011,017
Class A Ordinary shares \| Private placement warrants
Warrants
Shares issued in exchange of warrants			1,224,167
Class A Ordinary shares \| IPO Warrants
Warrants
Number of Class A ordinary shares upon exercise of each warrant			0.27	0.3
Private placement April 2023 \| Class A Ordinary shares \| Pre-Funded Warrants \| Subscription Agreement
Warrants
Number of Class A ordinary shares upon exercise of each warrant							1
Exercise price of warrants \| $ / shares							$ 0.001
Sale price per warrant \| $ / shares					$ 4.249		$ 4.249
Aggregate purchase price \| $							$ 16.1
Private placement April 2023 \| Class A Ordinary shares \| Pre-Funded Warrants \| Subscription Agreement \| Maximum
Warrants
Number of warrants issued to purchase shares					3,782,000		3,782,000
Private placement April 2024 \| Class A Ordinary shares \| Pre-Funded Warrants \| Subscription Agreement
Warrants
Number of Class A ordinary shares upon exercise of each warrant						1
Sale price per warrant \| $ / shares						$ 0.001
Private placement April 2024 \| Class A Ordinary shares \| Pre-Funded Warrants \| Subscription Agreement \| Maximum
Warrants
Number of warrants issued to purchase shares						16,102,348

Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Defined Contribution Plans
Employers matching contribution, annual vesting percentage	100.00%
Defined contribution plan expenses	$ 0.3	$ 0.1
Maximum \| US
Defined Contribution Plans
Matching contribution percent	6.00%
Maximum \| UK
Defined Contribution Plans
Matching contribution percent	6.00%

Fair Value Measurements - Note payable (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 08, 2022	Dec. 31, 2023	Dec. 31, 2024
Short-Term Debt [Line Items]
Settlement of note payable		$ 10,000
Change in fair value of note payable		2,244
Ending balance		990
Note payable
Short-Term Debt [Line Items]
Ending balance		$ 0	$ 0
Note payable \| Hydra
Short-Term Debt [Line Items]
Proceeds form issuance of note	$ 7,600
Face amount of note	$ 8,000

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
Ordinary shares price	$ 20,099,500

Fair Value Measurements (Details) - USD ($) $ in Thousands	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurements
Financial liabilities		$ 990
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
Cash equivalents
Fair Value Measurements
Financial assets	170,743	97,913
Level 1 \| Cash equivalents
Fair Value Measurements
Financial assets	$ 170,743	97,913
Level 2
Fair Value Measurements
Financial liabilities		$ 990

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (52,403)	$ (60,360)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 2
-Subparagraph (SX 210.5-03(20))
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-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Subparagraph (SX 210.13-02(a)(4)(iv))
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
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-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
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-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Share-Based Compensation - Other share-based compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Mar. 20, 2023
Share-Based Compensation
Number of Class A ordinary shares on conversion			267,939
Share-based compensation expense	$ 16,798	$ 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

+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

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.

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 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 valuation allowance of deferred tax assets resulting from net operating losses and the fair value of the private placement warrants.

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 United States 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.

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 (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the Chief Executive Officer. The Company and the CODM views its operations and manages its business in one operating segment, developing novel medicines for immune and inflammatory disorders. The Company has business activities in different regions that are managed on a consolidated basis.

The accounting policies of the Company’s segment are the same as those described within this footnote. The CODM uses net loss, that is reported in the consolidated statements of operations to assess performance for the Company’s segment and decide how to allocate resources. The significant expenses within net loss are separately presented in the Company’s consolidated statement of operations. The CODM monitors budget versus actual results using operating loss which is a component of net loss. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

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. The Company had $170.7 million and $97.9 million in cash equivalents as of December 31, 2024 and 2023, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Computer and office equipment are depreciated over three years. Expenditures for repairs and maintenance are recorded to expense as incurred.

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, contract research organization (“CRO”) costs, costs related to manufacturing material for preclinical studies, payroll and benefits, which includes share-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 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, including upfront payments, transaction fees and subsequent pre-commercial milestone payments, are immediately expensed in the period in which they are incurred. 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 (“RSUs”), and restricted share awards (“RSAs”) based on their respective grant date fair values. RSUs, RSAs and 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 records 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 based upon the respective employee’s or non-employee’s role within the Company. Forfeitures are recorded as they occur.

Income Taxes

Income taxes are recorded in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company does not have any material uncertain tax positions for any of the reporting periods presented. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of income tax expense.

Warrants

In connection with 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 (as defined herein) no longer preclude equity classification and the Public Warrants were reclassified to equity following the Business Combination. The Public Warrants and Private Placement Warrants (as defined herein) were exchanged for Class A Ordinary Shares during the year ended December 31, 2024 (the “Warrant Exchange”). See Note 8.

In connection with each of the April 2024 Private Placement and April 2023 Private Placement (each as defined herein), the Company issued pre-funded warrants instruments.

Classification of the Public Warrants and Pre-Funded Warrants (as defined herein) as equity instruments and the Private Placement Warrants as liability instruments is based on management’s analysis of the guidance in ASC 815, Derivatives and Hedging. The Company measured the private placement warrant liability at fair value each reporting period and at settlement value, based on the fair value of the Class A Ordinary Shares exchanged, upon the Warrant Exchange, with the change in fair value recorded as other (expense) income in the consolidated statements of operations. Upon completion of the Warrant Exchange, the warrant liability was extinguished and the Class A Ordinary Shares were recorded at fair value in shareholders’ equity. 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, the April 2024 Private Placement or the Share Exchange (as defined herein), as applicable. See Note 8.

Noncontrolling Interest

During April 2023, ZB17, a consolidated subsidiary of the Company, issued a share-based payment award to a third party in connection with 2023 Lilly License representing a noncontrolling interest. See Note 6. 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 in the Company’s consolidated balance sheets. The option to acquire ZB17 ownership interests does 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, Z33, a consolidated subsidiary of the Company, issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach representing a redeemable noncontrolling interest. See Note 12. 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 in the consolidated balance sheets. The redeemable noncontrolling interest is measured at the end of each reporting period as 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, with any changes included in accretion of noncontrolling interest to redemption value in the consolidated statements of operations.

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 both Class A Ordinary Shares and Pre-Funded Warrants outstanding during the period. As the Company has a net loss, basic and diluted net loss per share was the same for each period presented as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive.

As of the periods presented, potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, were as follows:


	December 31,
	2024	2023
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	10,175,633	5,791,065
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right	2,000,000	2,000,000
Shares issuable upon vesting of restricted share units	859,923	1,543,018
Restricted share awards	374,995	499,993
Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares	—	12,809,996
Total	13,410,551	22,644,072

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (“ASU 2023-07”). ASU 2023-07 requires enhanced segment disclosures, including 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. The enhanced disclosures are required for all entities, including entities that have only a single reportable segment, and will be applied retrospectively. The Company adopted this standard for the year ended December 31, 2024 which resulted in additional segment disclosures (see “—Segments” above).

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for the Company in the annual period beginning on January 1, 2025, although early adoption is permitted. The Company is currently evaluating the presentational effect that ASU 2023-09 will have on the Company's consolidated financial statements and disclosures, but the Company expects considerable changes to the Company’s income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU requires disclosure, in the notes to financial statements, of the nature of certain expenses included in the income statement. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 and expects to adopt it for the year ending December 31, 2027.

License Agreements - 2022 Lilly License (Details) $ / shares in Units, $ in Millions		1 Months Ended		12 Months Ended
	Dec. 08, 2022 USD ($) payment $ / shares shares	Nov. 30, 2023 shares	Apr. 30, 2023 shares	Mar. 31, 2022 shares	Dec. 31, 2024 USD ($)
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
License Agreements
Number of shares transferred \| shares				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 \| shares	4,900,222
Right but not the obligation to sell the issued shares, maximum percentage		50.00%
Number of shares in exchange for exercise of put Right \| shares		2,000,000
Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right \| Call option
License Agreements
Right but not the obligation for purchase of issued shares, maximum percentage	50.00%
Purchase price per share \| $ / shares	$ 2.448869
Threshold period from the date of agreement for purchase of issued shares	2 years		6 months
Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right \| Put option
License Agreements
Right but not the obligation to sell the issued shares, maximum percentage	50.00%
Selling price per share \| $ / shares	$ 2.040724
Stone Peach Properties, LLC \| Class A Ordinary shares
License Agreements
Number of shares in exchange for exercise of put Right \| shares		2,000,000
Stone Peach Properties, LLC \| Class A Ordinary shares \| Call option
License Agreements
Number of Shares Issued on Exercise of Call Option \| shares			2,000,000
License agreement with Lilly
License Agreements
Amount of cash transferred	$ 7.0
Number of Class A ordinary shares agreed to issue upon the closing of the business combination \| shares	550,000
Amount of obligation to pay upon the completion of financing	$ 3.0
Minimum gross proceeds from financing for obligation to pay	$ 100.0
Number of Commercial, development and regulatory milestone payments \| payment	10
Maximum amount of development and regulatory milestone payments	$ 155.0
Maximum amount of sales milestone payments	$ 440.0
Maximum annual earned royalty at a marginal royalty rate	20.00%
Contingent payments due					$ 0.0
License agreement with Lilly \| Stone Peach Properties, LLC
License Agreements
Contingent payments due					$ 0.0

Share-Based Compensation (Details)			12 Months Ended
Share-Based Compensation (Details)	Mar. 16, 2023 shares	Jun. 08, 2022 Options shares	Dec. 31, 2024 $ / shares shares	Dec. 31, 2023 $ / shares	Jun. 01, 2023 shares	Mar. 20, 2023 shares
Share-Based Compensation
Share based payment award, option to vest (in years)	4 years
Expiration term (in years)	10 years
Number of stock option plans approved \| Options		2
Exchange ratio for Class A ordinary shares pursuant to the business combination		108.083	108.083			108.083
Maximum
Share-Based Compensation
Number of Class A Ordinary Shares available for issuance			13,624,111
UK Plan
Share-Based Compensation
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
Percentage of ordinary shares outstanding	5.00%
Number of options granted			7,164,948
Number of Class A Ordinary Shares available for issuance	8,059,796
Weighted-average assumptions used to estimate the fair value
Share price \| $ / shares			3.35	6.25
Expected volatility			101.10%	97.10%
Risk-free rate			4.20%	3.60%
Expected life			6 years	6 years 1 month 6 days
Equity Incentive Plan 2023 \| Class A Ordinary shares
Share-Based Compensation
Number of Class A Ordinary Shares available for issuance					5,564,315
Employee Stock Purchase Plan
Share-Based Compensation
Percentage of discount for eligible employees	15.00%
Number of options granted			0
Number of Class A Ordinary Shares available for issuance	4,029,898

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%

License Agreements - 2023 Lilly License (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Apr. 26, 2023 USD ($) payment $ / shares shares	Dec. 08, 2022 USD ($) payment	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 30, 2023 shares
License Agreements
Value of issued call right				$ 1,541
Noncontrolling interest balance			$ 1,541	1,541
ZB17 LLC
License Agreements
Upfront cash payment	$ 5,800
Issuance of ordinary shares to settle research and development license consideration liability \| shares	1,000,000
Share Price \| $ / shares	$ 7.84
Amount payable upon receipt of certain know-how, data, information and materials			5,000
License agreement with Lilly
License Agreements
Upfront cash payment		$ 7,000
Number of development and regulatory milestone payments \| payment		10
Maximum amount of development and regulatory milestone payments		$ 155,000
Maximum amount of sales milestone payments		$ 440,000
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
Maximum amount of sales milestone payments	$ 440,000
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
Minimum net proceeds from sale of assets for one-time milestone payment	$ 100,000
License agreement with Lilly \| Accounts Payable and Accrued Liabilities \| BAFFX17, Ltd
License Agreements
One-time milestone payment on achievement of conditions	5,000			5,000
Minimum value of closing of an issuance of equity for milestone payment	$ 100,000
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			4,500
One-time milestone payment on achievement of conditions	$ 25,000
Percentage of royalty fee	2.00%
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
Expiry term from the date of regulatory approval milestone	1 year
Fair value of call right at grant date				1,500
Noncontrolling interest balance			1,500	1,500
Annual amount of payment	$ 600
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			$ 700	$ 600

Income Taxes - Provision for income taxes (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 231
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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 9
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Subparagraph (a)
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-Topic 740
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2024

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

5.	Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are composed of the following as of December 31, 2024 and 2023:


	December 31,
	2024		2023
Accrued research and development costs	$	7,100	$	6,091
Accrued 2023 Lilly License costs		9,500		10,000
Accrued bonus		1,713		1,201
Accounts payable		733		2,749
Accrued professional fees		318		150
Other accrued expenses		150		111
Total accounts payable and accrued expenses	$	19,514	$	20,302

Convertible Preferred Shares and Shareholders' Equity (Deficit) - April 2023 Private Placement (Details) - USD ($)			1 Months Ended
	Apr. 26, 2023	Mar. 13, 2023	Apr. 30, 2023	Dec. 31, 2024	Aug. 15, 2024	Dec. 31, 2023	Mar. 20, 2023	Mar. 16, 2023
Shareholders' Equity
Class A ordinary shares, par value per share (in dollars per share)				$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Pre-Funded Warrants
Shareholders' Equity
Number of warrants issued to purchase shares					4,000,000
PIPE Subscription Agreement
Shareholders' Equity
Number of Class A shares issued		2,009,950
Sale price per share		$ 10
PIPE Subscription Agreement \| "April 2023 Private Placement"
Shareholders' Equity
Proceeds from Issuance of Private Placement	$ 80,000,000
PIPE Subscription Agreement \| "April 2023 Private Placement" \| Class A Ordinary shares
Shareholders' Equity
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
Shareholders' Equity
Sale price per warrant	$ 4.249		$ 4.249
PIPE Subscription Agreement \| "April 2023 Private Placement" \| Class A Ordinary shares \| Pre-Funded Warrants \| Maximum
Shareholders' Equity
Number of warrants issued to purchase shares	3,782,000		3,782,000

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

Class A Ordinary Shares

Private placement April 2023

Private Placement Warrants

Class A Ordinary Shares

April 2024 Private Placement

Class A Ordinary Shares

At The Market Offering

Class A Ordinary Shares

Pre-Funded Warrants

Class A Ordinary Shares

Private Placement Warrants

Class A Ordinary Shares

Public warrants

Class A Ordinary Shares

License agreement with Lilly

Class A Ordinary Shares

Additional Paid-in Capital

Private placement April 2023

Private Placement Warrants

Additional Paid-in Capital

April 2024 Private Placement

Pre-Funded Warrants

Additional Paid-in Capital

April 2024 Private Placement

Additional Paid-in Capital

At The Market Offering

Additional Paid-in Capital

Pre-Funded Warrants

Additional Paid-in Capital

Private Placement Warrants

Additional Paid-in Capital

License agreement with Lilly

Additional Paid-in Capital

Accumulated Deficit

Noncontrolling interest

Redeemable Noncontrolling Interest

Convertible Preferred Shares

Private placement April 2023

Private Placement Warrants

April 2024 Private Placement

Pre-Funded Warrants

April 2024 Private Placement

At The Market Offering

Pre-Funded Warrants

Private Placement Warrants

License agreement with Lilly

Total

Balance (Shares) at Dec. 31, 2022

13,510,415

Balance at Dec. 31, 2022

$ 10,000

$ 12,500

^[1]

Convertible Preferred Shares

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)

Stone Peach Call Right issued to noncontrolling interest

$ 1,541

1,541

Deemed contribution from redeemable noncontrolling interest

9,212

(9,212)

9,212

Net Income (Loss)

$ (60,360)

(203)

(60,360)

Balance at Dec. 31, 2023

18,680

Beginning Balance (in shares) at Dec. 31, 2022

279,720

Balance at Dec. 31, 2022

(32,056)

Increase (Decrease) in Stockholders' Deficit

Issuance of pre-funded warrants

$ 16,070

Issuance of Class A ordinary shares

$ 1

^[1]

$ 54,133

$ 7,840

$ 54,134

$ 16,070

$ 7,840

Issuance of Class A ordinary shares (in shares)

15,041,530

1,000,000

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

48,350

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

Deemed dividend to redeemable noncontrolling interest

(10,875)

10,875

(10,875)

Share-based compensation

13,059

Issuance of Restricted share awards (in shares)

499,993

Net Income (Loss)

(60,360)

(203)

(60,360)

Accretion of redeemable noncontrolling interest to redemption value

(7,017)

(203)

(7,220)

$ (7,220)

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

43,593,678

Balance at Dec. 31, 2023

$ 4

^[1]

162,820

(103,494)

1,541

$ 60,871

Convertible Preferred Shares

Adjustment of redeemable noncontrolling interest from redemption value to carrying value

7,017

(7,017)

7,017

Net Income (Loss)

(52,403)

Balance at Dec. 31, 2024

$ 7

^[1]

$ 1,541

11,663

Increase (Decrease) in Stockholders' Deficit

Issuance of pre-funded warrants

$ 50,030

Issuance of Class A Ordinary Shares in exchange of Warrants

$ 6,230

Issuance of Pre-Funded Warrants in exchange for Class A Ordinary Shares (in shares)

(4,000,000)

Issuance of Class A Ordinary Shares in exchange of Warrants (in shares)

1,718,108

2,064,082

Issuance of Class A ordinary shares

$ 2

^[1]

$ 1

^[1]

$ 55,221

$ 5,533

$ 55,223

$ 5,534

Issuance of Class A ordinary shares (in shares)

20,090,128

1,500,000

ATM transaction costs

(626)

Issuance of Class A Ordinary Shares for restricted stock units, net of shares withheld for taxes

(318)

Issuance of Class A Ordinary Shares for restricted stock units, net of shares withheld for taxes (in shares)

331,534

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]

48,351

Share-based compensation

16,798

Net Income (Loss)

(52,403)

Adjustment of redeemable noncontrolling interest from redemption value to carrying value

7,017

$ (7,017)

$ 7,017

Ending Balance (in Shares) at Dec. 31, 2024

65,297,530

Balance at Dec. 31, 2024

$ 302,705

$ (155,897)

$ 148,356

[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

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accounts Payable and Accrued Expenses
Accrued research and development costs	$ 7,100	$ 6,091
Accrued 2023 Lilly License costs	9,500	10,000
Accrued bonus	1,713	1,201
Accounts payable	733	2,749
Accrued professional fees	318	150
Other accrued expenses	150	111
Total accounts payable and accrued expenses	$ 19,514	$ 20,302

Summary of Significant Accounting Policies - Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Total	13,410,551	22,644,072
Shares issuable upon exercise of options to purchase Class A Ordinary Shares
Summary of Significant Accounting Policies
Total	2,000,000	2,000,000
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
Summary of Significant Accounting Policies
Total	859,923	1,543,018
Shares issuable upon vesting of restricted share units
Summary of Significant Accounting Policies
Total	374,995	499,993
Restricted share awards
Summary of Significant Accounting Policies
Total		12,809,996
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares
Summary of Significant Accounting Policies
Total	10,175,633	5,791,065

License Agreements (Details) $ in Millions		3 Months Ended	12 Months Ended
License Agreements (Details) $ in Millions	Mar. 22, 2022 USD ($) payment shares	Dec. 31, 2023 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Lonza milestone payment
License Agreements
Payments of license fee			$ 0.4
Lonza milestone payment \| Research and development
License Agreements
License fee			0.4	$ 0.4
Lonza milestone payment \| Accounts Payable and Accrued Liabilities
License Agreements
Annual milestone payment, due and payable		$ 0.4	0.4
Wuxi Biologics License
License Agreements
Amount of license costs payable			0.0
Agreement with Pfizer
License Agreements
Amount of cash transferred	$ 5.0
Number of shares transferred \| shares	2,702,083
Fair value of shares transferred	$ 7.5
Percentage of interest	20.00%
Number of development and regulatory milestone payments \| payment	12
Maximum amount of development and regulatory milestone payments	$ 70.0
Maximum amount of sales milestone payments	$ 525.0
Maximum annual earned royalty at a marginal royalty rate	20.00%
Development Of research and development				$ 1.0
Percentage of anti-dilution provisions to be maintained	18.00%
Shares issued \| shares	267,939
Amount of license costs payable			$ 0.0

Share-Based Compensation - Market-Based Performance Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Mar. 20, 2023	Mar. 16, 2023	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation
Expiration term (in years)		10 years
Expense recognized			$ 16,798	$ 9,655
Equity Incentive Plan 2023
Share-Based Compensation
Number of options granted			7,164,948
Exercise price of shares granted			$ 3.45
Expected volatility			101.10%	97.10%
Risk-free rate			4.20%	3.60%
Expected life			6 years	6 years 1 month 6 days
Market-Based Share Options
Share-Based Compensation
Number of options granted	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			$ 700	$ 500

Summary of Significant Accounting Policies - Property and Equipment (Details)	Dec. 31, 2024
Computer and office equipment
Property and Equipment
Estimated useful life	3 years

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 176,498	$ 99,806
Prepaid expenses and other current assets	2,246	1,037
Total current assets	178,744	100,843
Property and equipment, net	91
Other assets	698
Total assets	179,533	100,843
Current liabilities
Accounts payable and accrued expenses	19,514	20,302
Total current liabilities	19,514	20,302
Private placement warrants		990
Total liabilities	19,514	21,292
Commitments and contingencies (Note 11)
Redeemable noncontrolling interest	11,663	18,680
Shareholders' Equity
Preferred shares, $0.0001 par value, 1,000,000 authorized as of December 31, 2024 and 2023; no shares issued and outstanding as of December 31, 2024 and 2023
Class A Ordinary Shares, $0.0001 par value; 300,000,000 shares authorized as of December 31, 2024 and 2023; 65,297,530 and 43,593,678 shares issued and outstanding as of December 31, 2024 and 2023, respectively	7	4
Additional paid-in capital	302,705	162,820
Accumulated deficit	(155,897)	(103,494)
Total Zura Bio Limited shareholders' equity	146,815	59,330
Noncontrolling interest	1,541	1,541
Total shareholders' equity	148,356	60,871
Total liabilities, redeemable noncontrolling interest and shareholders' equity	$ 179,533	$ 100,843

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating expenses:
Research and development	$ 24,401	$ 43,999
General and administrative	30,788	18,639
Total operating expenses	55,189	62,638
Loss from operations	(55,189)	(62,638)
Other (income)/expense, net
Interest income	(7,998)	(2,186)
Change in fair value of private placement warrants	5,240	(724)
Change in fair value of note payable		2,244
Dividend income		(1,392)
Other income, net	(28)	(17)
Total other income, net	(2,786)	(2,075)
Loss before income taxes	(52,403)	(60,563)
Income tax benefit	0
Net loss before redeemable noncontrolling interest	(52,403)	(60,563)
Net loss attributable to redeemable noncontrolling interest		203
Net loss	(52,403)	(60,360)
Adjustment of redeemable noncontrolling interest from redemption value to carrying value	7,017
Accretion of redeemable noncontrolling interest to redemption value		(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	$ (45,386)	$ (69,243)
Net loss per share attributable to Class A Ordinary Shareholders of Zura, basic (in dollars per share)	$ (0.6)	$ (2.09)
Net loss per share attributable to Class A Ordinary Shareholders of Zura, diluted (in dollars per share)	$ (0.6)	$ (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)	75,070,761	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)	75,070,761	33,064,036

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 Class A ordinary 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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Taxes

Schedule of components of loss before income taxes


	For the Year Ended December 31,
	2024		2023
U.S. operations	$	(41,837)	$	(36,842)
Non-U.S. operations		(10,566)		(23,721)
Loss before income taxes	$	(52,403)	$	(60,563)

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,
	2024		2023
Income tax at federal statutory rate	21.0	%	21.0	%
State income tax expense, net of federal tax effect	0.5	%	(1.7)	%
Impact of non-U.S. earnings	(7.1)	%	(0.3)	%
Change in valuation allowance	(14.3)	%	(18.9)	%
Non-deductible share-based compensation	(0.3)	%	(0.6)	%
Permanent differences	(0.1)	%	(0.6)	%
Other	0.3	%	—	%
Change in deferred tax rate	—	%	1.1	%
	—	%	—	%

Schedule of significant components of net deferred tax asset


	December 31,
	2024		2023
Deferred tax assets:
Net operating loss carryforward	$	6,008	$	6,947
Intangible assets acquired		10,833		9,496
Capitalized research and development		5,838		619
Share-based compensation		1,985		831
Capitalized start-up costs		764		—
Accrued expenses and other		233		—
Total deferred income tax assets		25,661		17,893
Valuation allowance		(25,661)		(17,893)
Total deferred income tax assets, net	$	—	$	—

Recapitalization

12 Months Ended

Dec. 31, 2024

Recapitalization

Recapitalization

3.	Recapitalization

As discussed in Note 1, 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.

All equity awards of Legacy Zura were assumed by the Company and converted into comparable equity awards that are exercisable for or settled in 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 share 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 represented the right to purchase one Class A Ordinary Share upon exercise of such warrant. See Notes 2 and 8.

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 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

12 Months Ended

Dec. 31, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Significant Accounting Policies

Use of Estimates

Risks and Uncertainties

Segments

Cash and Cash Equivalents

Property and Equipment

Research and Development

R&D expenses also include the remeasurement of the research and development license consideration liability.

Share-Based Compensation

Income Taxes

Warrants

In connection with each of the April 2024 Private Placement and April 2023 Private Placement (each as defined herein), the Company issued pre-funded warrants instruments.

Noncontrolling Interest

Redeemable Noncontrolling Interest

Net Loss Per Share

As of the periods presented, potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, were as follows:


	December 31,
	2024	2023
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	10,175,633	5,791,065
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right	2,000,000	2,000,000
Shares issuable upon vesting of restricted share units	859,923	1,543,018
Restricted share awards	374,995	499,993
Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares	—	12,809,996
Total	13,410,551	22,644,072

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Share-Based Compensation - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Weighted Average Grant Date Fair Value
Expense recognized	$ 16,798	$ 9,655
Shares issuable upon release of restricted share units
Number of RSUs
Beginning balance	1,563,018
Granted	5,000
Forfeited	(297,342)
Vested and issued	(393,753)
Vested and unissued	(2,000)
Ending balance	874,923	1,563,018
Weighted Average Grant Date Fair Value
Beginning balance	$ 5.93
Granted	3.59
Forfeited	5.77
Vested and issued	5.77
Vested and unissued	5.39
Ending balance	$ 5.99	$ 5.93
Expense recognized	$ 2,000	$ 1,600

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes

Income Taxes

10.Income Taxes

The components of loss before income taxes were as follows:


	For the Year Ended December 31,
	2024		2023
U.S. operations	$	(41,837)	$	(36,842)
Non-U.S. operations		(10,566)		(23,721)
Loss before income taxes	$	(52,403)	$	(60,563)

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.

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,
	2024		2023
Income tax at federal statutory rate	21.0	%	21.0	%
State income tax expense, net of federal tax effect	0.5	%	(1.7)	%
Impact of non-U.S. earnings	(7.1)	%	(0.3)	%
Change in valuation allowance	(14.3)	%	(18.9)	%
Non-deductible share-based compensation	(0.3)	%	(0.6)	%
Permanent differences	(0.1)	%	(0.6)	%
Other	0.3	%	—	%
Change in deferred tax rate	—	%	1.1	%
	—	%	—	%

The difference between the United States (“U.S.”) statutory federal income tax rate and the Company’s effective tax rate in 2024 and 2023 is primarily attributable to no tax benefit being provided on pre-tax operating losses as the Company maintains a full valuation allowance against its deferred tax assets.

Deferred Tax Assets and Valuation Allowance

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


	December 31,
	2024		2023
Deferred tax assets:
Net operating loss carryforward	$	6,008	$	6,947
Intangible assets acquired		10,833		9,496
Capitalized research and development		5,838		619
Share-based compensation		1,985		831
Capitalized start-up costs		764		—
Accrued expenses and other		233		—
Total deferred income tax assets		25,661		17,893
Valuation allowance		(25,661)		(17,893)
Total deferred income tax assets, net	$	—	$	—

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of deferred tax assets is based on the assessment of available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the utilization of existing deferred tax assets. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since the Company’s inception. Such objective evidence limits the ability to consider subjective evidence such as the Company’s projections for future growth. Based on this assessment, the Company maintained a full valuation allowance against the Company’s net deferred tax assets as of December 31, 2024, and 2023. If these estimates and assumptions change in the future, the Company may be required to reduce the Company’s existing valuation allowance resulting in less income tax expense. The Company’s overall valuation allowance increased by $7.8 million during 2024 resulting from current year losses for which no tax benefit was provided.

As of December 31, 2024, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $12.4 million which may be carried forward indefinitely but are only available to offset 80% of future taxable income. In addition, the Company had $31.1 million of foreign net operating loss carryforwards of which $12.8 million was generated in the United Kingdom and $18.3 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 any income tax on corporations. In addition, the Company also has approximately $12.2 million in state net operating loss carryforwards of which the Florida NOL of $0.4 million can be carried forward 20 years and the Virginia NOL of $11.8 may be carried forward indefinitely but is only available to offset 80% of future taxable income.

The net operating loss carryforwards are subject to review and possible adjustment by the U.S. and state tax authorities. Net operating loss 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 of the Internal Revenue Code. This could limit the amount of NOLs that the Company could use on an annual basis to offset future taxable income or tax liabilities. As of December 31, 2024, the Company had not performed an analysis to determine whether any of the Company’s net operating loss carryforwards are subject to limitation under Sections 382 of the Internal Revenue Code.

The Company applies the applicable authoritative guidance which prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its consolidated financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. As of December 31, 2024, the Company had no uncertain tax positions. There are no uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within twelve months of December 31, 2024.

The Company files income tax returns in the United States, the United Kingdom and certain state jurisdictions. The U.S federal tax years open to examination by the Internal Revenue Service are 2021 to 2024. The Company’s state and United Kingdom tax years that are open to tax examination are 2020 to 2024.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Redeemable Noncontrolling Interest

12 Months Ended

Dec. 31, 2024

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interest

12.

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”). 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. On December 31, 2024, the redeemable noncontrolling interest was remeasured from its redemption price to its initial carry amount, decreased for the noncontrolling interest’s share of Z33’s net loss, 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, 2024 in the consolidated statement of operations.

As of December 31, 2024 and 2023, the redeemable noncontrolling interest balance was $11.7 million and $18.7 million, respectively.

Consolidated Statements of Cash Flows (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($)
April 2024 Private Placement
Subsidiary, Sale of Stock [Line Items]
Issuance of shares, Transaction costs	$ 7.2
April 2023 Private Placement
Subsidiary, Sale of Stock [Line Items]
Issuance of shares, Transaction costs	4.2
At The Market Offering
Subsidiary, Sale of Stock [Line Items]
Issuance of shares, Transaction costs	$ 0.2

Share-Based Compensation - Share option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Non market based PSO
Number of Options
Granted	1,053,000
Additional Information
Service period	1 year
Recognition period	1 year
Equity Incentive Plan 2023
Number of Options
Beginning balance	5,791,065
Granted	7,164,948
Forfeited	(738,266)
Ending balance	12,217,747	5,791,065
Options vested and exercisable	3,672,393
Weighted Average Exercise Price
Beginning balance	$ 2.12
Granted	3.45
Forfeited	2.49
Ending balance	2.88	$ 2.12
Options vested and exercisable	$ 1.5
Weighted Average Remaining Contractual Life
Options outstanding	8 years 10 months 24 days	9 years 3 months 18 days
Options vested and exercisable	8 years 2 months 12 days
Aggregate Intrinsic Value
Options outstanding	$ 8,388	$ 17,752
Options vested and exercisable	$ 6,080
Additional Information
Weighted average grant date fair value	$ 2.71	$ 5.79
Outside of equity plan \| Directors Executives And Employees
Number of Options
Granted	2,165,369	2,483,135

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities
Net loss before redeemable noncontrolling interest	$ (52,403)	$ (60,563)
Adjustments to reconcile net loss before redeemable noncontrolling interest to net cash used in operating activities
Research and development acquired license		27,381
Anti-dilution share issuance compensation		2,186
Share-based compensation expense	16,798	7,469
Change in fair value of note payable		2,244
Change in fair value of research and development license consideration liability		1,854
Change in fair value of private placement warrants	5,240	(724)
Depreciation and amortization	9
Foreign exchange transaction gain	(27)	(17)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,209)	(828)
Other assets	(698)
Accounts payable and accrued expenses	4,214	5,944
Net cash used in operating activities	(28,076)	(15,054)
Cash flows from investing activities
Purchase of fixed assets	(75)
Purchase of research and development license	(5,000)	(8,000)
Net cash used in investing activities	(5,075)	(8,000)
Cash flows from financing activities
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination		56,683
ATM transaction costs	(626)
Restricted stock units withheld to pay employee withholding taxes	(318)
Settlement of note payable		(10,000)
Payment of deferred transaction costs		(1,184)
Net cash provided by financing activities	109,843	121,293
Net increase in cash and cash equivalents	76,692	98,239
Cash and cash equivalents, beginning of period	99,806	1,567
Cash and cash equivalents, ending of period	176,498	99,806
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Issuance of Class A Ordinary Shares in exchange for private placement warrants	6,230
Adjustments to redeemable noncontrolling interest from redemption value to carrying value	7,017
Purchase of property and equipment included in accounts payable and accrued expenses	25
Conversion of Series A-1 convertible preferred stock for Class A Ordinary Shares		14,686
Deemed dividend to redeemable noncontrolling interest		10,875
Accrued 2023 Lilly License consideration		10,000
Deemed contribution from redeemable noncontrolling interest		9,212
Issuance of Class A Ordinary shares for 2023 Lilly License		7,840
Accretion of redeemable noncontrolling interest to redemption value		7,220
Share-based equity issuance costs		5,590
Settlement of research and development license consideration liability		4,488
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
Accretion of redeemable noncontrolling interest to redemption value		7,220
April 2024 Private Placement
Cash flows from financing activities
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination	55,223
Proceeds from issuance of Pre-Funded Warrants in connection	50,030
At The Market Offering
Cash flows from financing activities
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination	5,534
ATM transaction costs	$ (600)
April 2023 Private Placement
Cash flows from financing activities
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination		59,724
Proceeds from issuance of Pre-Funded Warrants in connection		$ 16,070

Income Taxes - Components of loss before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Taxes
U.S. operations	$ (41,837)	$ (36,842)
Non-U.S. operations	(10,566)	(23,721)
Loss before income taxes	$ (52,403)	$ (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/2009/role/commonPracticeRef
-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 2: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Warrants (Tables)

12 Months Ended

Dec. 31, 2024

Warrants

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


As of December 31, 2024
Warrants Issued	Exercise Price		Expiration Date
23,884,348	$	0.001	N/A


As of December 31, 2023
Warrants Issued	Exercise Price		Expiration Date
6,899,996	$	11.5	Mar-28
5,910,000	$	11.5	Mar-28
3,782,000	$	0.001	N/A

Convertible Preferred Shares and Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2024

Convertible Preferred Shares and Shareholders' Equity

Schedule of shares reserved for issuance


		December 31, 2024
Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares		23,884,348
Shares issuable upon exercise of options to purchase Class A Ordinary Shares		12,217,747
Shares available for grant under 2023 Equity Incentive Plan and ESPP		1,863,283
Shares issuable upon exercise of Z33 Put Right		2,000,000
Shares issuable upon release of restricted share units		876,923
Total shares reserved for issuance		40,842,301

Share-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Compensation

Share-Based Compensation

9.	Share-Based Compensation

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 to employees, officers, non-employee directors and other service providers. The Company has granted share options, RSUs and RSAs that generally vest over four years and expire after 10 years. 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. See Note 14.

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. As of January 1, 2024, the Company's board of directors decided not to apply an increase to the Class A Ordinary Shares issuable under the Equity Incentive Plan for the 2024 calendar year.

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 automatically 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, 2024, the Company has not activated the ESPP.

As of December 31, 2024, a maximum of 13,624,111 Class A Ordinary Shares were authorized for issuance under either the Equity Incentive Plan and ESPP, collectively.

Legacy Zura Option Plans Conversions

On June 8, 2022, Legacy Zura’s board of directors approved two share 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. 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 years ended December 31, 2024 and 2023:


	For the Year Ended December 31,
	2024			2023
Share price	$	3.35		$	6.25
Expected volatility		101.1	%		97.1	%
Risk-free rate		4.2	%		3.6	%
Expected life		6.0 years			6.1 years
Expected dividend yield		—	%		—	%

The following table summarizes the Company’s share option activity for the year ended December 31, 2024:


					Weighted
			Weighted		Average	Aggregate
			Average		Remaining	Intrinsic
	Number of		Exercise Price		Contractual	Value
	Options		(per share)		Life (Years)	(in thousands)
Options outstanding as of December 31, 2023		5,791,065	$	2.12	9.3	$	17,752
Granted		7,164,948	$	3.45
Forfeited		(738,266)	$	2.49
Options outstanding as of December 31, 2024		12,217,747	$	2.88	8.9	$	8,388
Options vested and exercisable as of December 30, 2024	$	3,672,393	$	1.50	8.2	$	6,080

Included in options outstanding as of December 31, 2024 and 2023 in the table above are 2,165,369 and 2,483,135, respectively, options to purchase Class A Ordinary Shares issued to certain directors, executives, and employees outside of the Equity Incentive Plan.

In December 2024, the Company granted 1,053,000 PSOs, included in the table above, that will vest upon the earlier of achieving a one year service condition or upon the Company’s Annual General Meeting (“AGM”). The Company is recording expense over one year as the Company’s management has not deemed it probable that the AGM will be earlier than one year.

The weighted average grant date fair value of options granted during the years ended December 31, 2024 and 2023 was $2.71 and $5.79, 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 for the year ended December 31, 2023. No Market-Based Share Options were granted during the year ended December 31, 2024.

The following table includes 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.


	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

For the years ended December 31, 2024 and 2023, the Company recorded expense related to Market-Based Share Options of $0.7 million and $0.5 million, respectively.

Restricted Share Units

The following table summarizes the Company’s RSU activity for the year ended December 31, 2024:


		Weighted
	Number of	Average
	Options	Grant Date FV
Unvested RSUs outstanding as of December 31, 2023	1,563,018	$	5.93
Granted	5,000	$	3.59
Forfeited	(297,342)	$	5.77
Vested and issued	(393,753)	$	5.77
Vested and unissued	(2,000)	$	5.39
Unvested RSUs as of December 31, 2024	874,923	$	5.99

For the years ended December 31, 2024 and 2023, the Company recorded expense related to RSUs of $2.0 million and $ 1.6 million, respectively.

Restricted Share Awards

During the year ended December 31, 2023, the Company converted RSUs granted to a certain director pursuant to the Equity Incentive Plan into RSAs. The following table summarizes the Company’s RSA activity for the year ended December 31, 2024:


		Weighted
		Average
	Number of	Grant Date
	Options	Fair Value
Unvested RSAs outstanding as of December 31, 2023	499,993		8.16
Vested	(124,998)		8.16
Unvested RSAs outstanding as of December 31, 2024	374,995	$	8.16

For the years ended December 31, 2024 and 2023, the Company recorded expense related to RSAs of $1.0 million and $ 0.6 million, respectively.

Equity Award Modification

On July 24, 2024, the Company entered into a settlement agreement with Someit Sidhu (“Settlement Agreement”) in connection with the Chief Executive Officer (“CEO”) transition. Pursuant to the Settlement Agreement, 1,700,000 share options became fully vested and immediately exercisable and the remaining 250,000 share options will vest annually over three years on the anniversary of the Settlement Agreement. Accordingly, for the year ended December 31, 2024, the Company recorded $5.9 million of share-based compensation expense, in general and administrative expense in the consolidated statement of operations, for the remaining grant date fair value of the 1,700,000 share options and the grant date fair value of the 250,000 share options is being recorded to compensation expense over the revised vesting period. The Company determined that the Settlement Agreement did not result in any incremental expense.

On January 10, 2024, the Company and its Chief Medical Officer (the “CMO”) entered into an agreement regarding the CMO’s departure from the Company (the “Severance Agreement”). In connection with the Severance Agreement, 67,525 of the share options previously granted to the CMO became fully vested and exercisable and 40,515 of the RSUs previously granted to the CMO became fully vested. All remaining share options and RSUs not vested were forfeited and cancelled. During the year ended December 31, 2024, the Company recognized a reversal of approximately $0.1 million of share-based compensation expense related to this modification in research and development expense in the consolidated statement of operations.

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 recorded expense of $2.2 million in 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, 2024 and 2023 was as follows:


	For the Year Ended December 31,
	2024		2023
Research and development	$	2,223	$	2,978
General and administrative		14,575		6,677
Total share-based compensation expense	$	16,798	$	9,655

As of December 31, 2024, unrecognized compensation costs related to the unvested share options were $21.2 million, which the Company expects to recognize over a weighted-average period of 2.8 years. As of December 31, 2024, unrecognized compensation costs related to the unvested RSUs were $4.1 million which the Company expects to recognize over a weighted-average period of 2.2 years. As of December 31, 2024, unrecognized compensation costs related to the unvested RSAs were $2.3 million which the Company expects to recognize over a weighted-average period of 2.4 years.

Warrants - Number of warrants outstanding, exercise price, and expiration dates (Details) - $ / shares	Dec. 31, 2024	Aug. 15, 2024	Dec. 31, 2023
Warrants
Exercise Price		$ 0.001
Pre-Funded Warrants
Warrants
Warrants Issued		4,000,000
Exercise Price		$ 0.001
Pre-Funded Warrants \| Warrant issued 23,884,348 exercise price 0.001
Warrants
Warrants Issued	23,884,348
Exercise Price	$ 0.001
Pre-Funded Warrants \| Warrant issued 6,899,996 exercise price 11.50
Warrants
Warrants Issued			6,899,996
Exercise Price			$ 11.5
Pre-Funded Warrants \| Warrant issued 5,910,000 exercise price 11.50
Warrants
Warrants Issued			5,910,000
Exercise Price			$ 11.5
Pre-Funded Warrants \| Warrant issued 3,782,000 exercise price 0.001
Warrants
Warrants Issued			3,782,000
Exercise Price			$ 0.001

Convertible Preferred Shares and Shareholders' Equity - Ordinary Shares Reserved for Issuance (Details)	Dec. 31, 2024 shares
Shareholders' Equity
Shares reserved for issuance	40,842,301
Shares available for grant under 2023 Equity Incentive Plan and ESPP
Shareholders' Equity
Shares reserved for issuance	1,863,283
Shares issuable upon exercise of Z33 Put Right
Shareholders' Equity
Shares reserved for issuance	2,000,000
Shares issuable upon exercise of options to purchase Class A Ordinary Shares
Shareholders' Equity
Shares reserved for issuance	23,884,348
Shares issuable upon release of restricted share units \| Shares available for grant under ESPP
Shareholders' Equity
Shares reserved for issuance	876,923
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares
Shareholders' Equity
Shares reserved for issuance	12,217,747

Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Events

Subsequent Events

14.

Subsequent Events

On January 1, 2025, the Class A Ordinary Shares reserved for future issuances under the Equity Incentive Plan and ESPP were each increased by the annual automatic increase of 5% of outstanding Class A Ordinary Shares as of December 31, 2024, or 3,264,877 Class A Ordinary Shares.

In the first quarter of 2025, the Company sold 3,000,000 Class A Ordinary Shares at a price of $1.75 per share under the ATM, for net proceeds of $5.1 million, after placement agent commissions.

In February 2025, the Company granted options to purchase 3,572,790 Class A Ordinary Shares to employees under the Equity Incentive Plan. The share options vest over four years.

Fair Value Measurements - Financial Instruments Settled Upon Business Combination (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 990
Remeasurement to settlement value upon closing of the Business Combination	5,240	$ (724)
Settlement of liability	6,230
Ending balance		990
Notes payable
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance		7,756
Remeasurement to settlement value upon closing of the Business Combination		2,244
Settlement of liability		(10,000)
Research and development license consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	0	2,634
Remeasurement to settlement value upon closing of the Business Combination		1,854
Settlement of liability		(4,488)
Ending balance	$ 0	$ 0

Organization and Description of Business

12 Months Ended

Dec. 31, 2024

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”, “Zura” or “Zura Bio”), is a clinical-stage, multi-asset immunology company dedicated to developing novel dual-pathway antibodies for a range of autoimmune and inflammatory diseases with unmet needs. The Company’s strategic focus is to harness dual-pathway biology to provide broader and deeper clinical benefits to patients with these conditions. The Company is currently developing one clinical-stage product candidate in ongoing Phase 2 trials while actively evaluating development opportunities for its pipeline of clinical-stage assets, focusing on indications with unmet needs and commercial potential.

The Company is currently developing tibulizumab (ZB - 106), an immunoglobulin G (IgG)-single-chain variable fragment (scFv) bispecific dual-antagonist antibody engineered by the fusion of TALTZ® (ixekizumab) and tabalumab to neutralize interleukin-17A (IL - 17A) and B-cell activating factor (BAFF). In December 2024, the Company initiated TibuSURE, a global Phase 2 study evaluating tibulizumab in adults with systemic sclerosis (SSc). TibuSURE is a randomized, double-blind, placebo-controlled study designed to assess the safety, tolerability, and efficacy of tibulizumab in approximately 80 participants with early diffuse cutaneous systemic sclerosis (dcSSc).

Additionally, the Company is actively assessing the competitive landscape and evaluating potential therapeutic indications for crebankitug and torudokimab.

●

Crebankitug (ZB-168) is a fully human, high affinity monoclonal antibody that binds and neutralizes the interleukin-7 receptor (IL - 7R) alpha chain. IL - 7Rα sits at the nexus of two key immune pathways, IL - 7 and thymic stromal lymphopoietin (TSLP), thus IL - 7Rα has the potential to block activation through either of these pathways. As a result, the Company believes crebankitug could be therapeutically relevant in a broad set of indications where the IL - 7 or TSLP pathways may be involved.

●

Torudokimab (ZB - 880) is a fully human, high affinity monoclonal antibody that neutralizes interleukin-33 (IL - 33), preventing ST2 - dependent and ST2 - independent (e.g., RAGE) inflammation. The IL - 33/ST2 axis stands as a validated therapeutic target for conditions such as chronic obstructive pulmonary disease (“COPD”) and asthma.

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 Date, 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. On August 27, 2024, the Public Warrants (as defined herein) were no longer listed on the Nasdaq in connection with the completion of the Warrant Exchange (as defined herein). See Note 8.

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.

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 $155.9 and $103.5 million as of December 31, 2024 and 2023, respectively, and a net loss of $52.4 million and $60.4 million for the years ended December 31, 2024 and 2023, respectively. The Company’s existing sources of liquidity as of December 31, 2024 includes $176.5 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 $4.9 million, $105.3 million and $75.8 million, respectively, in net cash proceeds in connection with the ATM (as defined herein), April 2024 Private Placement (as defined herein) and April 2023 Private Placement (as defined herein). 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

12 Months Ended

Dec. 31, 2024

Warrants

Warrants

8.	Warrants

Warrant Exchange

On July 12, 2024, the Company commenced an exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding warrants that it assumed in connection with the business combination, including (i) public warrants to purchase 5,910,000 Class A Ordinary Shares (the “Public Warrants”) that were held by JATT, and (ii) private placement warrants to purchase 6,899,996 Class A Ordinary Shares (the “Private Placement Warrants”) that were held by JATT shareholders (together with the Public Warrants, the “IPO warrants”). The Company offered to all holders of the IPO warrants the opportunity to receive 0.30 Class A ordinary shares in exchange for each outstanding IPO warrant tendered by the holder and exchanged pursuant to the Exchange Offer. Concurrently with the Exchange Offer, the Company also solicited consents from holders of the IPO warrants to amend that certain warrant agreement, dated as of July 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent (the “Warrant Agreement”) to permit the Company to require that each IPO warrant outstanding upon the closing of the Exchange Offer be exchanged for 0.27 Class A ordinary shares, which is a ratio 10% less than the exchange ratio applicable to the Exchange Offer. Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments required the vote or written consent of holders of at least a majority of the outstanding public warrants and a majority of the outstanding private placement warrants.

On August 12, 2024, the Company completed the Exchange Offer and Consent Solicitation and issued 2,011,017 Class A Ordinary Shares in exchange for 6,703,428 Public Warrants and 1,224,167 Class A Ordinary Shares in exchange for 4,080,580 Private Placement Warrants. In connection with its completion of the Exchange Offer, the Company entered into an amendment, dated August 12, 2024 (the “Warrant Amendment”), to the Warrant Agreement to provide the Company with the right to mandatorily exchange the Company’s remaining outstanding IPO warrants for Class A ordinary shares at an exchange ratio of 0.27 Class A ordinary shares for each IPO warrant. On August 27, 2024, in accordance with the Warrant Amendment, the Company issued 547,006 Class A Ordinary Shares in exchange for the 196,568 outstanding Public Warrants and 1,829,420 outstanding Private Placement Warrants. As a result, there are no outstanding IPO warrants as of December 31, 2024. In connection with the Warrant Exchange, the Company paid out a de minimis amount of cash in lieu of fractional shares.

The Company incurred approximately $1.6 million of costs directly related to the Warrant Exchange, consisting primarily of dealer manager fees and professional, legal, filing, regulatory, and other costs, which are included in general and administrative expenses for the year ended December 31, 2024.

Public Warrants

The Public Warrants became exercisable into Class A Ordinary Shares commencing 30 days after the Business Combination with an exercise price of $11.50 per share, subject to certain adjustments and would have expired five years from the date of the Business Combination, or earlier upon redemption or liquidation. Each warrant entitled 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 Public Warrants were redeemable, with 30 days written notice, for cash at a price of $0.01 per warrant if the Reference Value (as defined below) equaled or exceeded $18.00 per share, subject to certain adjustments. The warrant holders had 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 called the public warrants for redemption, the Company would have the option to require all holders that wished 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.

The Public Warrants are no longer outstanding as of December 31, 2024. See “—Warrant Exchange” above.

Private Placement Warrants

The Private Placement Warrants were identical to the Public Warrants, except that the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, Private Placement Warrants held by the initial purchasers or their permitted transferees were exercisable on a cashless basis and were non-redeemable.

The Private Placement Warrants are no longer outstanding as of December 31, 2024. See “—Warrant Exchange” above.

Pre-Funded Warrants

On August 15, 2024, in conjunction with the Share Exchange Agreement, the Company issued the 4,000,000 Share Exchange Warrants with an exercise price of $0.001 per share and no expiration date. The Share Exchange Warrants are exercisable immediately, are exercisable until such Share Exchange Warrants are exercised in full and have substantially identical terms to the form of 2024 Pre-Funded Warrant (see below). A holder of the Share Exchange Warrants (together with its affiliates and other attribution parties) may not exercise any portion of a Share Exchange Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would beneficially own more than 9.99% of the Company’s outstanding Class A Ordinary Shares immediately after exercise, which percentage may be increased or decreased to any other percentage specified not in excess of 9.99% at the holder’s election upon 61 days’ notice to the Company subject to the terms of the Share Exchange Warrants. See Note 7.

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 (the “2023 Pre-Funded Warrants”). Each 2023 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.

In connection with the April 2024 Private Placement (see Note 7), the Company sold to accredited investors the 2024 Pre-Funded Warrants to purchase up to 16,102,348 Class A Ordinary Shares. Each 2024 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 22, 2024, until exercised in full.

The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of December 31, 2024 and 2023:


As of December 31, 2024
Warrants Issued	Exercise Price		Expiration Date
23,884,348	$	0.001	N/A


As of December 31, 2023
Warrants Issued	Exercise Price		Expiration Date
6,899,996	$	11.5	Mar-28
5,910,000	$	11.5	Mar-28
3,782,000	$	0.001	N/A

Share-Based Compensation - Restricted Share Awards (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Weighted Average Grant Date Fair Value
Expense recognized	$ 16,798	$ 9,655
Restricted share awards
Number of RSUs
Beginning balance	499,993
Vested	(124,998)
Ending balance	374,995	499,993
Weighted Average Grant Date Fair Value
Beginning balance	$ 8.16
Vested	8.16
Ending balance	$ 8.16	$ 8.16
Expense recognized	$ 1,000	$ 600

Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation
Share-based compensation expense	$ 16,798	$ 9,655
Employee Stock Option
Share-Based Compensation
Unrecognized share-based compensation expense	$ 21,200
Share-based compensation expense expected to be recognized over a weighted average period	2 years 9 months 18 days
Shares issuable upon release of restricted share units
Share-Based Compensation
Share-based compensation expense	$ 2,000	1,600
Unrecognized share-based compensation expense	$ 4,100
Share-based compensation expense expected to be recognized over a weighted average period	2 years 2 months 12 days
Restricted share awards
Share-Based Compensation
Share-based compensation expense	$ 1,000	600
Unrecognized share-based compensation expense	$ 2,300
Share-based compensation expense expected to be recognized over a weighted average period	2 years 4 months 24 days
Research and development
Share-Based Compensation
Share-based compensation expense	$ 2,223	2,978
General and administrative
Share-Based Compensation
Share-based compensation expense	$ 14,575	$ 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

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2024

Accounts Payable and Accrued Expenses

Schedule of accounts payable and accrued expenses


	December 31,
	2024		2023
Accrued research and development costs	$	7,100	$	6,091
Accrued 2023 Lilly License costs		9,500		10,000
Accrued bonus		1,713		1,201
Accounts payable		733		2,749
Accrued professional fees		318		150
Other accrued expenses		150		111
Total accounts payable and accrued expenses	$	19,514	$	20,302