--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-036697" form_type: "8-K" ticker: "ZURA" cik: "0001855644" company_name: "Zura Bio Ltd" filed_at: "2023-03-24T23:59:59+00:00" generated_at: "2026-06-17T17:09:59.426487+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Zura Bio closes SPAC merger with JATT; $165M consideration, $140M redemptions ## Summary - Business Combination closed March 20, 2023; JATT renamed to Zura Bio Limited. - Holdco securityholders received $165M in aggregate value; 14.6M Class A shares issued. - Shareholders redeemed 13.6M shares for ~$139.7M; PIPE raised $20.1M from Ewon and Eugene. - Post-closing cap table: 27.6M Class A shares, 6.9M public warrants, 5.9M private warrants, 2.2M options. - Hydra promissory note of $8M repaid at $10M (125%) on March 21, 2023. ## SEC filing metadata - accession: 0001104659-23-036697 - form_type: 8-K - ticker: ZURA - cik: 0001855644 - company_name: Zura Bio Ltd - filed_at: 2023-03-24T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 2.01, 3.02, 9.01, 4.01, 3.03, 5.03, 5.01, 5.02, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/tm2310353d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-036697 - JSON: https://secwatch.observer/filing/0001104659-23-036697.json - Plain text: https://secwatch.observer/filing/0001104659-23-036697.txt ## Key facts - Executive change Garry Neil was elected as non-employee director at Zura Bio Ltd. - Action: elected - Role: non-employee director source text: Someit Sidhu, our Chief Executive Officer, was elected as a director and Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham were elected as non-employee directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Executive change Jennifer Jarrett was elected as non-employee director at Zura Bio Ltd. - Action: elected - Role: non-employee director source text: Someit Sidhu, our Chief Executive Officer, was elected as a director and Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham were elected as non-employee directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Executive change Sandeep Kulkarni was elected as non-employee director at Zura Bio Ltd. - Action: elected - Role: non-employee director source text: Someit Sidhu, our Chief Executive Officer, was elected as a director and Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham were elected as non-employee directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Executive change Neil Graham was elected as non-employee director at Zura Bio Ltd. - Action: elected - Role: non-employee director source text: Someit Sidhu, our Chief Executive Officer, was elected as a director and Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham were elected as non-employee directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Executive change Amit Munshi was elected as non-employee director at Zura Bio Ltd. - Action: elected - Role: non-employee director source text: Someit Sidhu, our Chief Executive Officer, was elected as a director and Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham were elected as non-employee directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Executive change Steve Schoch was elected as non-employee director at Zura Bio Ltd. - Action: elected - Role: non-employee director source text: Someit Sidhu, our Chief Executive Officer, was elected as a director and Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham were elected as non-employee directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Executive change Someit Sidhu was elected as Director at Zura Bio Ltd. - Action: elected - Role: Director source text: Someit Sidhu, our Chief Executive Officer, was elected as a director and Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham were elected as non-employee directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Governance Changes Zura Bio Ltd: The Company ceased being a shell company as a result of the Business Combination (effective 2023-03-20). - Change: shell status - Effective: 2023-03-20 source text: As a result of the Business Combination, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Governance Changes Zura Bio Ltd: The board of directors approved and adopted a new Code of Ethics and Conduct Policy applicable to all employees, officers, directors, contractors, suppliers, and agents (effective 2023-03-20). - Change: code of ethics - Effective: 2023-03-20 source text: In connection with the Business Combination, on March 20, 2023, the Company’s board of directors approved and adopted a new Code of Ethics and Conduct Policy applicable to all employees, officers and directors of the Company, as well as all of the Company’s contractors, suppliers, and agents in connection with their work for the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Governance Changes Zura Bio Ltd: The Second Amended and Restated Memorandum and Articles of Association became effective, incorporating amendments from the Binding Organizational Documents Proposals and Advisory Governance Proposals (effective 2023-03-20). - Change: charter amendment - Effective: 2023-03-20 source text: The Second Amended and Restated Memorandum and Articles of Association of the Company (the “ Second A&R MAA ”), which became effective on March 20, 2023 and was filed with the Registrar of Companies of the Cayman Islands on March 21, 2023, includes the amendments proposed by the Binding Organizational Documents Proposals and the Advisory Governance Proposals. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - M&A Transactions Zura Bio Ltd underwent a change of control involving Zura Bio Holdings Ltd for $165 million in newly issued Company Class A Ordinary Shares (closed 2023-03-20). - Action: change of control - Counterparty: Zura Bio Holdings Ltd - Consideration: $165 million in newly issued Company Class A Ordinary Shares - Closing: 2023-03-20 source text: by securityholders of Holdco at the Closing consisted of newly issued Company Class A Ordinary Shares (or options to purchase such shares) with an aggregate value equal to $165 million (the “ Merger Consideration ”). Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, in connection with the Merger and the evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Material Agreements Zura Bio Ltd amended Waiver Letter with Zura and Hydra (effective 2023-03-08). - Action: amendment - Agreement: credit facility - Counterparty: Zura and Hydra - Effective: 2023-03-08 source text: On March 8, 2023, Zura and Hydra signed a limited waiver letter under the Hydra Promissory Note (the “ Waiver Letter ”), pursuant to which Hydra agreed to waive its acceleration right in consideration of Zura paying to Hydra 125% of the Principal Amount (equal to $10,000,000 in the aggregate) on the earlier of December 8, 2023 and five business days after the consummation of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Material Agreements Zura Bio Ltd entered into Lilly Lock-Up Agreement with Eli Lilly and Company. - Action: entry - Counterparty: Eli Lilly and Company source text: Lilly Lock-Up Agreement Pursuant to the Equity Grant Agreement (the “ JATT Equity Grant Agreement ”) entered into on December 8, 2023, by and between JATT and Eli Lilly and Company (“ Lilly ”), evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Material Agreements Zura Bio Ltd terminated Hydra Promissory Note with Hydra LLC valued at $8 million (effective 2023-03-21). - Action: termination - Agreement: credit facility - Counterparty: Hydra LLC - Value: $8 million - Effective: 2023-03-21 source text: Hydra Promissory Note On December 8, 2022, Zura and Hydra LLC, a Cayman Islands limited liability company managed and controlled by Verender Badial and Someit Sidhu (“ Hydra ”), entered into evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm - Material Agreements Zura Bio Ltd entered into Registration Rights Agreement with Zura, JATT and certain securityholders. - Action: entry - Agreement: asset purchase - Counterparty: Zura, JATT and certain securityholders source text: Zura, JATT and certain securityholders of each of Zura and JATT who received JATT Class A Ordinary Shares pursuant to the Business Combination Agreement, entered into an amended and restated registration and shareholders rights agreement (the “ Registration Rights Agreement ”), which became effective upon the consummation of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1855644/000110465923036697/0001104659-23-036697-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.