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CORRESP
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    Giovanni
                                            Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct         212.407.4866

    Main           212.407.4000

    Fax              212.937.3943

    gcaruso@loeb.com

Via EDGAR

    July 25, 2024

    Brian Soares and Tina Chalk

                    Division of Corporation Finance

                    Office of Mergers & Acquisitions

                    U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

    Re:
    Zura Bio Ltd

    Schedule TO-I filed July 12, 2024

    File No. 005-92696

To the addressees set forth above:

On behalf of our client, Zura Bio Ltd (the “Company”),
we hereby provide a response to the comments issued in a letter dated July 19, 2024 (the “Staff’s Letter”) regarding
the Company’s Schedule TO-I (the “Schedule TO”). Contemporaneously, we are filing an amended Schedule TO (the “Amended
Schedule TO”) and an amended Registration Statement on Form S-4 (the “Amended Registration Statement” and, together
with the Amended Schedule TO, the “Amended Filings”) via EDGAR.

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of the Amended Filings, we have responded, on behalf of the Company,
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter.

Los Angeles     
New York        Chicago       Nashville        
Washington, DC         San Francisco        Beijing       
Hong Kong       www.loeb.com

For the United States offices, a limited liability
partnership including professional corporations. For Hong Kong office, a limited liability partnership.

    U.S. Securities & Exchange Commission

    July 25, 2024

    Page 2

Schedule TO-I filed July 12, 2024;
Prospectus/Offer to Exchange

General

 1. Since this exchange offer commenced
                                            upon filing of the registration statement, the statement on the cover page that the
                                            Prospectus/Offer to Exchange is "subject to completion" and "preliminary"
                                            is inapplicable. Please revise accordingly. Refer to Telephone Interpretation I.E.2 in the
                                            July 2001 supplement to our "Manual of Publicly Available Telephone Interpretations."

    Response: The cover page of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

 2. Refer to the following disclosure
                                            on the cover of your Prospectus/Offer to Exchange and elsewhere: "We may withdraw the
                                            Offer and Consent Solicitation only if the conditions to the Offer and Consent Solicitation
                                            are not satisfied or waived prior to the Expiration Date or if we have determined, in
                                            our sole discretion, to terminate the Offer and Consent Solicitation." (emphasis
                                            added) Reserving the right to cancel or terminate the Offer and Consent Solicitation even
                                            if all offer conditions have been satisfied raises concerns that this is an illusory offer
                                            in violation of the prohibition on manipulative tender offer practices under Section 14(e) of
                                            the Exchange Act. Please revise.

    Response: The disclosure on the cover page and pages 4, 5 and 6 of the Amended Registration Statement have been revised in accordance with the Staff’s comment.

 3. Refer to the following disclosure
                                            on the cover of your Prospectus/Offer to Exchange and elsewhere: "We reserve the right
                                            to redeem any of the IPO warrants, as applicable, pursuant to their current terms at any
                                            time, including prior to the completion of the Offer and Consent Solicitation..." Please
                                            provide your legal analysis addressing how IPO warrants may be redeemed either during the
                                            Offer and Consent Solicitation or within 10 business days after the Expiration Date. Refer
                                            to Exchange Act Rule 13e-4(f)(6) and Rule 14e-5.

    Response: The cover page, pages 3, 17, 89 and 92 of the Amended Registration Statement have been revised in accordance with the Staff’s comment.

    U.S.
                                            Securities & Exchange Commission

                                            July 25, 2024

    Page 3

 4. In Item 12 of the Schedule
                                            TO, please replace the reference to "Form of Letter of Transmittal and Consent"
                                            with "Letter of Transmittal and Consent."

    Response: Item 12 of the Amended Schedule TO has been revised in accordance with the Staff’s comment.

Summary, page 1

 5. Refer to the following disclosure
                                            on page 5: "The Offer is not conditioned upon the receipt of a minimum number of
                                            tendered IPO warrants. However, the Consent Solicitation is conditioned upon receiving the
                                            consent of holders of at least a majority of the outstanding public warrants and a majority
                                            of the private placement warrants (which is the minimum threshold required to amend the Warrant
                                            Agreement)." We also note the following language on page 2 of the Letter of Transmittal
                                            and Consent: "Holders of IPO warrants may not consent to the Warrant Amendment without
                                            tendering IPO warrants in the Offer and holders may not tender such IPO warrants without
                                            consenting to the Warrant Amendment." If holders of IPO warrants are unable to provide
                                            consents without tendering their IPO warrants, it is unclear how you could receive the consent
                                            of holders of a majority of the outstanding public warrants without also receiving tenders
                                            of those IPO warrants. Please advise or revise the disclosure on page 5 and throughout
                                            accordingly.

    Response: The disclosure on pages 5, 67 and 68 of the Amended Registration Statement, page 2 of the Letter of Transmittal and Consent, page 2 of the Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees, and page 2 of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees have been revised in accordance with the Staff’s comment.

 6. Where a filing person elects
                                            to incorporate by reference the information required by Item 1010(a) of Regulation M-A,
                                            all of the summarized financial information required by Item 1010(c) must be disclosed
                                            in the document furnished to securityholders. See Instruction 6 to Item 10 of Schedule TO
                                            and Telephone Interpretation I.H.7 in the July 2001 supplement to our "Manual of
                                            Publicly Available Telephone Interpretations." Please revise the Prospectus/Offer to
                                            Exchange to include such information.

    Response: The Amended Registration Statement has been revised to include the summarized financial information on pages 13 and 14.

    U.S.
                                            Securities & Exchange Commission

                                            July 25, 2024

    Page 4

Conditions to the Offer and Consent Solicitation,
page 65

 7. We note your statement on page 66
                                            that "[t]he determination by us as to whether any condition has been satisfied shall
                                            be conclusive and binding on all parties." Please revise this and similar statements
                                            throughout your materials (such as on pages 70 and 71 and throughout the Letter of Transmittal
                                            and Consent) to remove the implication that holders may not challenge your determinations
                                            and interpretations in a court of competent jurisdiction.

    Response: The
    disclosure on pages 68, 72 and 73 of the Amended Registration Statement and page 12 of the Letter of Transmittal and
    Consent has been revised in accordance with the Staff’s comment.

 8. The conditions described in
                                            the second and third bullets in this section appear to be redundant. Please revise your disclosure
                                            to clarify how these two conditions differ from each other.

    Response: The disclosure
    on page 67 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

    Further, we note the use of the term "threatened"
    in both conditions. A tender offer may be conditioned on a variety of events and circumstances provided that they are not within
    the direct or indirect control of the bidder. The conditions also must be drafted with sufficient specificity to allow for objective
    verification that the conditions have been satisfied. Refer to Question 101.01 of the Tender Offer Rules and Schedules Compliance
    and Disclosure Interpretations (March 17, 2023). Please revise so that the conditions are objectively determinable.

    Response: The disclosure
    on page 67 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

    U.S.
                                            Securities & Exchange Commission

                                            July 25, 2024

    Page 5

 9. Please refer to the fourth
                                            bullet on page 65, which states that the Company may assert an offer condition triggered
                                            by "a significant worsening of the ongoing COVID-19 pandemic, an outbreak of a pandemic
                                            or contagious disease other than COVID-19, or a commencement or significant worsening of
                                            a war or armed hostilities or other national or international calamity, including, but not
                                            limited to, catastrophic terrorist attacks against the United States or its citizens, which,
                                            in our reasonable judgment, is or may be materially adverse to us or otherwise makes it inadvisable
                                            for us to proceed with the Offer and Consent Solicitation." To avoid rendering the offer
                                            illusory, all offer conditions must be objectively determinable and outside the control of
                                            the bidder. To enable securityholders to determine whether this condition has been "triggered,"
                                            please revise to:

 •            provide further descriptive detail about what could constitute a significant worsening of the COVID pandemic, and

 •           narrow or qualify the meaning of "commencement or significant worsening of a war or armed hostilities or other national or international calamity."

Response: The disclosure on page 67 of the Amended
Registration Statement has been revised in accordance with the Staff’s comment.

Market Information, Dividends, and Related
Shareholder Matters, page 73

 10. Please state the high and
                                            low sales prices for the IPO warrants for each quarter during the past two years. Refer to
                                            Item 1002(c) of Regulation M-A.

Response: The disclosure on page 75 of the Amended
Registration Statement has been revised in accordance with the Staff’s comment.

 11. Please disclose the itemized
                                            fees and expenses incurred in making the Offer and Consent Solicitation. Refer to Item 9
                                            of Schedule TO and Item 1009(a) of Regulation M-A.

Response: The disclosure on page 75 of the Amended
Registration Statement has been revised in accordance with the Staff’s comment.

    U.S.
                                            Securities & Exchange Commission

                                            July 25, 2024

    Page 6

Incorporation of Certain Information By Reference, page 97

 12. We refer to your disclosure
                                            in the last paragraph on page 97 and note that you attempt to incorporate by reference
                                            into the offer document all filings made while your offer is pending. While Form S-4
                                            appears to allow "forward incorporation" by reference, Schedule TO does not specifically
                                            permit it. Rather, General Instruction F specifies how you may incorporate by reference in
                                            a Schedule TO. To the extent that additional filings are made, you must amend the Schedule
                                            TO to specifically incorporate them by reference. Please confirm your understanding in your
                                            response letter.

Response: The Company acknowledges the Staff’s
comment and will amend the Schedule TO to specifically incorporate additional filings for material changes of the Company by reference.

Please call me at 212-407-4866
if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

    cc: Verender Badial, Zura Bio Ltd

    Andrei Sirabionian, Loeb & Loeb LLP

    Stephen P. Alicanti, DLA Piper LLP (US)