SEC Comment Letter 0000000000-23-009867 to Zura Bio Ltd (ZURA)
Zura Bio Ltd
Date: Sept. 6, 2023 · CIK: 0001855644 · Accession: 0000000000-23-009867
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272628
Letter
United States securities and exchange commission logo September 6, 2023 Someit Sidhu, M.D. Chief Executive Officer Zura Bio Limited 4225 Executive Square, Suite 600 La Jolla, CA 92037 Re:Zura Bio Limited Amendment No. 3 to Registration Statement on Form S-1 Filed August 25, 2023 File No. 333-272628 Dear Someit Sidhu: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 17, 2023 letter. Amendment No. 3 to Registration Statement on Form S-1 Cover Page 1.We note your revised cover page disclosure that the offering includes the resale of 3,782,000 Shares underlying the Pre-Funded Warrants and the resale of 5,910,000 Shares underlying the Private Placement Warrants. We also note your revised cover page disclosure that the offering includes the issuance of up to 3,782,000 Class A Ordinary Shares upon the exercise of the Pre-Funded Warrants and the issuance of up to 5,910,000 Class A Ordinary Shares upon the exercise of the Private Placement Warrants. Please clarify if the resale Shares are the same as the issuance Shares or whether these are actually different Shares. If the resale Shares and the issuance Shares are the same Shares, please revise the cover page to remove the redundant references. If the resale Shares are
FirstName LastNameSomeit Sidhu, M.D. Comapany NameZura Bio Limited September 6, 2023 Page 2 FirstName LastName Someit Sidhu, M.D. Zura Bio Limited September 6, 2023 Page 2 distinct from the issuance Shares, please revise your filing fee table to account for the additional 3,782,000 Shares and 5,910,000 Shares, and ensure that these additional shares are reflected throughout the filing. 2.Please add the resale of the 3,782,000 Pre-Funded Warrants to purchase Class A ordinary shares to the first sentence on the cover page. Selling Securityholders , page 115 3.We note your response to comment 5. While it appears that you have now included the 3,782,000 Pre-Funded Warrants on page 120, your discussion of the Selling Securityholders on page 115 still omits these 3,782,000 Pre-Funded Warrants. Please revise this section to clearly disclose that these 3,782,000 Pre-Funded Warrants are being offered for resale by the Selling Securityholders. Please contact Dillon Hagius at 202-551-7967 or Tim Buchmiller at 202-551-3635 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Giovanni Caruso, Esq.
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United States securities and exchange commission logo
September 6, 2023
Someit Sidhu, M.D.
Chief Executive Officer
Zura Bio Limited
4225 Executive Square, Suite 600
La Jolla, CA 92037
Re:Zura Bio Limited
Amendment No. 3 to Registration Statement on Form S-1
Filed August 25, 2023
File No. 333-272628
Dear Someit Sidhu:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our August 17, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1
Cover Page
1.We note your revised cover page disclosure that the offering includes the resale
of 3,782,000 Shares underlying the Pre-Funded Warrants and the resale of 5,910,000
Shares underlying the Private Placement Warrants. We also note your revised cover page
disclosure that the offering includes the issuance of up to 3,782,000 Class A Ordinary
Shares upon the exercise of the Pre-Funded Warrants and the issuance of up to 5,910,000
Class A Ordinary Shares upon the exercise of the Private Placement Warrants. Please
clarify if the resale Shares are the same as the issuance Shares or whether these are
actually different Shares. If the resale Shares and the issuance Shares are the same Shares,
please revise the cover page to remove the redundant references. If the resale Shares are
FirstName LastNameSomeit Sidhu, M.D.
Comapany NameZura Bio Limited
September 6, 2023 Page 2
FirstName LastName
Someit Sidhu, M.D.
Zura Bio Limited
September 6, 2023
Page 2
distinct from the issuance Shares, please revise your filing fee table to account for the
additional 3,782,000 Shares and 5,910,000 Shares, and ensure that these additional shares
are reflected throughout the filing.
2.Please add the resale of the 3,782,000 Pre-Funded Warrants to purchase Class A ordinary
shares to the first sentence on the cover page.
Selling Securityholders , page 115
3.We note your response to comment 5. While it appears that you have now included
the 3,782,000 Pre-Funded Warrants on page 120, your discussion of the Selling
Securityholders on page 115 still omits these 3,782,000 Pre-Funded Warrants. Please
revise this section to clearly disclose that these 3,782,000 Pre-Funded Warrants are being
offered for resale by the Selling Securityholders.
Please contact Dillon Hagius at 202-551-7967 or Tim Buchmiller at 202-551-3635 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Giovanni Caruso, Esq.