SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Verender Badial
Chief Financial Officer
Zura Bio Limited
1489 W. Warm Springs Rd. #110
Henderson, NV 89014

 Re: Zura Bio Limited
 Form 10-K for the fiscal year ended December 31, 2024
 Filed March 25, 2025
 File No. 001-40598
Dear Verender Badial:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Jenn Do

 Kevin Vaughn

 Re: Zura Bio Limited

 Form 10-K for Fiscal Year Ended December 31,
2024

 File No. 001-40598

 Dear Jenn Do and Kevin Vaughn:

 We are writing in response to the comments received
from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") by letter dated May
8, 2025 with respect to the above-referenced filing of Zura Bio Limited (the "Company"). For your convenience, we have repeated
the Staff's comments before the Company's responses below.

 Form 10-K for Fiscal Year Ended December 31,
2024

 Management's Discussion and Analysis
of Financial Condition and Results of Operations, page 86

 Results of Operations, page 95

 1. We note from the research and development (R&D) expenses critical accounting estimate on page 101
your statement that you allocate external costs by program and functional area and that internal costs are not allocated by program because
these costs are deployed across multiple programs. Please revise your disclosure in future filings beginning with your Form 10-Q for the
period ended March 31, 2025 to provide a breakout of external R&D expenses by program and functional area or indication, as well as
internal costs by function, type or category, along with a discussion of the factor(s) impacting the changes in the amounts for the periods
presented. We note this information is particularly relevant to investors as your three candidates are being evaluated to address multiple
indications and given you plan to substantially increase R&D expenses for the foreseeable future as you develop your product candidates
and manufacturing processes and conduct discovery and research activities for your clinical programs (see page 93). As part of your response,
please provide what this disclosure would have looked like had it been included in your December 31, 2024 Form 10-K.

 We acknowledge the Staff's comment and,
as the Company had already filed with the SEC its Quarterly Report on Form 10-Q for the first quarter ended March 31, 2025 at the time
of receipt of this comment, we plan to enhance our disclosure in future periodic reports consistent with the proposed disclosure set forth
in Annex A to this letter, beginning with our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025.

 6. License Agreements, page F-15

 WuXi Biologics License, page F-18

 2. We note the discussion of the Cell Line License Agreement hereunder as well as the WuXi Biologics MSA
disclosed on page 100. Please tell us and revise future filings to disclose the extent to which consideration was exchanged in order to
enter into the WuXi Biologics MSA or subsequently pursuant to the agreement. Please either file both of these agreements as exhibits in
your next periodic filing pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K, or tell us why they are not required to be filed.

 We acknowledge the Staff's comment with
respect to the disclosure of the WuXi Biologics MSA and propose to include the following in our Quarterly Report on Form 10-Q for the
second quarter ended June 30, 2025:

 WuXi Biologics License

 In July 2023, the Company entered
into a biologics master services agreement (the "WuXi Biologics MSA") with WuXi Biologics. Pursuant to the WuXi Biologics
MSA, the parties enter into work orders setting forth the services and fees associated with drug substance and drug product activities
and manufacturing for torudokimab, which fees are recognized as research and development expenses as incurred. Pursuant to the WuXi Biologics
MSA, the Company entered into a cell line license agreement (the "Cell Line License Agreement"), which is further described
below.

 With respect to the filing of the WuXi Biologics
MSA and Cell Line License Agreement with the Commission, we respectfully submit that these agreements are not material under Item 601(b)(10)
of Regulation S-K such that they would be required to be filed. Item 601(b)(10) of Regulation S-K defines a material contract,
in relevant part, as a "contract not made in the ordinary course of business which is material to the registrant." This item
further states that a contract that "ordinarily accompanies the kind of business conducted by the registrant" shall be deemed
to be made "in the ordinary course" unless it falls within one of several specifically enumerated categories, in which case
it must be filed as a material contract unless it is immaterial in amount or significance. Item 601(b)(10)(ii)(B) describes one such
category as a "contract upon which the registrant's business is substantially dependent, as in the case of continuing contracts
to sell the major part of registrant's products or services or to purchase the major part of registrant's requirements of
goods, services or raw materials . . . or license or other agreement to use a patent, formula, trade secret, process or trade name upon
which registrant's business depends to a material extent."

 We are not substantially dependent upon
either of the WuXi Biologics MSA or Cell Line License Agreement. As disclosed on page 74 of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2024 (the "2024 Annual Report"), we moved our existing torudokimab supply from WuXi to
the U.K. WuXi is currently conducting our drug stability study and related activities. We do not anticipate requiring additional
significant activities under the WuXi MSA or Cell Line License Agreement in the near term, and we are not obligated to use WuXi as
the manufacturer for additional torudokimab. In addition, the Cell Line License Agreement is an ordinary course arrangement commonly
entered into in connection with third-party manufacturers, under which we paid a one-time upfront fee upon execution, as disclosed
on pages 23 and 100 of our 2024 Annual Report, and any potential future payments would be due based on sales of torudokimab, if approved and
commercialized, in certain circumstances. As such, we believe the WuXi Biologics MSA and the Cell Line License Agreement are not
material at this time, are made in the "ordinary course of business" and we are not substantially dependent on these
agreements. Therefore, we do not believe they are required to be filed pursuant to Item 601(b)(10).

 * * * * *

 The Company respectfully requests the Staff's
assistance in completing the review of the Company's responses as soon as possible. Please advise us if we can provide any further
information or assistance to facilitate your review. Please direct any further comments or questions regarding this response letter to
me at +44 7471 473950.

 Sincerely,

 Zura Bio Limited

 By:
 /s/ Verender Badial

 Verender Badial

 Chief Financial Officer

 Cc:
 Robert Lisicki

 Chief Executive Officer

 Zura Bio Limited

 Kim Davis

 Chief Operating Officer, Chief Legal Officer and Corporate Secretary

 Zura Bio Limited

 Annex
A

 REVISED DISCLOSURE

 Quarterly Report on Form 10-Q for the Three
Months Ended March 31, 2025

 Results
of Operations

 Comparison of the Three Months Ended March
31, 2025 and 2024

 Research and development expenses:

 The following table summarizes
our research and development expenses for the period presented (in thousands):

 For the Three Months
Ended March 31,
 $

 2025
 2024
 Change

 External expenses:

 Direct expenses by program:

 Tibulizumab Portfolio

 Tibulizumab SSc Program
 $ 2,763
 $ 82
 $ 2,681

 Tibulizumab HS Program
 1,275
 -
 1,275

 Tibulizumab Combined (SSc and HS) Programs
 3,706
 1,412
 2,294

 Total Tibulizumab Portfolio
 7,744
 1,494
 6,250

 Additional product candidates (crebankitug and torudokimab)
 291
 521
 (230 )

 Unallocated expenses
 455
 243
 212

 Internal expenses:

 Personnel expenses (including share-based compensation)
 1,984
 1,335
 649

 Total research and development expense
 $ 10,474
 $ 3,593
 $ 6,881

 Research and development
expenses increased by $6.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase
was primarily due to

 ·
 a $2.7 million and $1.3 million increase in costs as we advance our Phase 2 clinical trials evaluating tibulizumab in adults with systematic sclerosis (SSc) and hidradenitis suppurativa (HS), respectively, driven by costs incurred for CRO fees to support the conduct of our clinical trials;

 · a $2.3 million increase in costs for tibulizumab that was not specific to an indication, primarily driven
by a $2.1 million increase in manufacturing costs for tibulizumab;

 · a $0.2 million decrease in costs related to our additional product candidates (crebankitug and torudokimab),
as we focused on advancing our Phase 2 clinical trial evaluating tibulizumab in adults with SSc, while continuing to explore other potential
applications where crebankitug may provide meaningful clinical and commercial benefits, and monitoring external Phase 2 and Phase 3 IL-33/ST2
data in asthma and chronic obstructive pulmonary disease to inform our development strategy for torudokimab; and

 · a $0.6 million increase in compensation expenses, including share-based compensation, for increased personnel
in research and development functions.

 We anticipate that research and development expenses
will continue to increase in the future as we conduct research and development activities.

 Annual Report on Form 10-K for the Fiscal
Year Ended December 31, 2024

 Results
of Operations

 Comparison of the Years Ended December 31,
2024 and 2023

 Research and development expenses:

 The following table summarizes
our research and development expenses for the period presented (in thousands):

 For the Year Ended December 31,
 $

 2024
 2023
 Change

 External expenses:

 Direct expenses by program:

 Tibulizumab Portfolio

 Tibulizumab SSc Program
 $ 2,393
 $ -
 $ 2,393

 Tibulizumab HS Program
 552
 -
 552

 Tibulizumab Combined (SSc and HS) Programs
 12,876
 28,910
 (16,034 )

 Total Tibulizumab Portfolio
 15,821
 28,910
 (13,089 )

 Additional product candidates (crebankitug and torudokimab)
 1,542
 10,132
 (8,590 )

 Unallocated expenses
 1,271
 1,288
 (17 )

 Internal expenses:

 Personnel expenses (including share-based compensation)
 5,767
 3,669
 2,098

 Total research and development expense
 $ 24,401
 $ 43,999
 $ (19,598 )

 Research and development
expenses decreased by $19.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. This decrease was
primarily due to:

 · a $13.1 million decrease in costs related to tibulizumab driven by:

 o
 a $2.4 million and $0.6 million increase in costs associated with the launch of our Phase 2 TibuSURE clinical trial evaluating tibulizumab in adults with SSc, and the preparation for our Phase 2 clinical trial evaluating tibulizumab in adults with HS, respectively, driven by CRO fees to support the conduct of our clinical trials; and

 o
 a $16.0 million decrease in costs for tibulizumab that was not specific to an indication, primarily related to $27.2 million incurred for the acquisition of the tibulizumab license from Eli Lilly and Company during the year ended December 31, 2023, partially offset by (a) a $7.0 million increase in manufacturing costs for tibulizumab as we launched our Phase 2 TibuSURE clinical trial and prepared for our Phase 2 clinical trial evaluating tibulizumab in adults with HS, and (b) a $4.5 million milestone payment for tibulizumab incurred during the year ended December 31, 2024;

 · an $8.6 million decrease in costs driven by (a) a $6.7 million decrease in costs related to our other
product candidates (crebankitug and torudokimab) as we focused on advancing our Phase 2 clinical trial evaluating tibulizumab in adults
with SSc, while continuing to explore other potential applications where crebankitug may provide meaningful clinical and commercial benefits,
and monitoring external Phase 2 and Phase 3 IL-33/ST2 data in asthma and chronic obstructive pulmonary disease to inform our development
strategy for torudokimab, and (b) $1.9 million related to the change in fair value of the research and development license consideration
liability for torudokimab recorded during the year-ended December 31, 2023; and

 · a $2.1 million increase in personnel expenses driven by an increase of $2.9 million in expenses related
to increased personnel in research and development functions, partially offset by a decrease of $0.8 million driven by share-based compensation
forfeitures.

 ***

 In addition, we anticipate
including the following enhanced explanation of the external versus internal expenses in the subsection entitled "Components of
Operating Results" or elsewhere in the "Management's Discussion and Analysis of Financial Condition and Results of Operations"
section of our periodic reports beginning with our Quarterly Report on Form 10-Q for the three months ended June 30, 2025:

 Research and development expenses could include:

 External Expenses:

 · external research and development expenses incurred under agreements with CROs, investigative sites and
consultants to conduct our clinical trials;

 · costs related to manufacturing material for preclinical studies and clinical trials, including fees paid
to contract manufacturing organizations ("CMOs");

 · milestone payments under our licensing agreements;

 · laboratory supplies and research materials; and

 · costs related to compliance with regulatory requirements.

 Internal Expenses:

 · employee-related expenses, including salaries, bonuses, benefits, share-based compensation and other related
costs for those employees involved in research and development efforts.

 A significant portion of
our research and development costs have been external expenses. We utilize third party contractors for our research and development activities.
We track these external expenses on an individual program basis within our portfolio, when they are specific to an individual program,
once a clinical product candidate or program has been identified.

 We use CMOs for our manufacturing
activities and we do not have our own laboratory or manufacturing facilities. Therefore, we have no material facilities expenses attributed
to research and development. We track our manufacturing activities on a portfolio basis when we have multiple programs in a portfolio,
but do not track these activities on a program basis within the portfolio, as these costs are deployed across multiple programs within
a portfolio.

 Our internal research and
development costs are primarily personnel-related costs. We do not track internal costs on a portfolio or program specific basis because
these costs are deployed across multiple programs and, as such, are not separately classified.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Verender Badial
Chief Financial Officer
Zura Bio Limited
1489 W. Warm Springs Rd. #110
Henderson, NV 89014

 Re: Zura Bio Limited
 Form 10-K for the fiscal year ended December 31, 2024
 Filed March 25, 2025
 File No. 001-40598
Dear Verender Badial:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 86
Results of Operations, page 95

1. We note from the research and development (R&D) expenses critical
accounting
 estimate on page 101 your statement that you allocate external costs by
program and
 functional area and that internal costs are not allocated by program
because these
 costs are deployed across multiple programs. Please revise your
disclosure in future
 filings beginning with your Form 10-Q for the period ended March 31,
2025 to
 provide a breakout of external R&D expenses by program and functional
area or
 indication, as well as internal costs by function, type or category,
along with a
 discussion of the factor(s) impacting the changes in the amounts for the
periods
 presented. We note this information is particularly relevant to
investors as your three
 candidates are being evaluated to address multiple indications and given
you plan to
 substantially increase R&D expenses for the foreseeable future as you
develop your
 May 8, 2025
Page 2

 product candidates and manufacturing processes and conduct discovery and
research
 activities for your clinical programs (see page 93). As part of your
response, please
 provide what this disclosure would have looked like had it been included
in your
 December 31, 2024 Form 10-K.
6. License Agreements, page F-15
WuXi Biologics License, page F-18

2. We note the discussion of the Cell Line License Agreement hereunder as
well as
 the WuXi Biologics MSA disclosed on page 100. Please tell us and revise
future
 filings to disclose the extent to which consideration was exchanged in
order to enter
 into the WuXi Biologics MSA or subsequently pursuant to the agreement.
Please
 either file both of these agreements as exhibits in your next periodic
filing pursuant to
 Item 601(b)(10)(ii)(B) of Regulation S-K, or tell us why they are not
required to be
 filed.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Zura Bio Limited

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

September 16, 2024

VIA EDGAR

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  RE:
  Zura Bio Limited

  Registration Statement on Form S-3

  File No. 333-281905

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Exchange
Act of 1933, as amended, Zura Bio Limited (the “Registrant”) hereby requests that the U.S. Securities and Exchange
Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to
become effective on September 17, 2024, at 9:00 a.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Divakar Gupta,
Sarah Sellers and Brandon Fenn of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Sarah Sellers of Cooley LLP, counsel to the Registrant, at (212) 479-6370, or in
her absence, Brandon Fenn at (212) 479-6626.

    Very truly yours,

    ZURA BIO LIMITED

    By:
    /s/ Verender Badial

    Name:
    Verender Badial

    Title:
    Chief Financial Officer

  cc:
  Kim Davis, Zura Bio Limited

  Divakar Gupta, Cooley LLP

  Sarah Sellers, Cooley LLP

  Brandon Fenn, Cooley LLP

September 10, 2024
Verender Badial
Chief Financial Officer
Zura Bio Limited
1489 W. Warm Springs Rd. #110
Henderson, NV 89014
Re:Zura Bio Limited
Registration Statement on Form S-3
Filed September 3, 2024
File No. 333-281905
Dear Verender Badial:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Sarah Sellers, Esq.

CORRESP
1
filename1.htm

Zura Bio Limited

1489
W. Warm Springs Rd. #110

Henderson,
NV 89014

August 6, 2024

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:
Zura Bio Limited

Registration Statement on Form S-4

File No. 333-280763

Ladies and Gentlemen:

Zura
Bio Limited hereby requests that the effective date and time of the above referenced Registration
Statement be accelerated to 5:00 pm on August 8, 2024 or as soon thereafter as practicable, pursuant to Rule 461 of the Securities
Act of 1933, as amended.

Once the above referenced Registration
Statement has been declared effective, please orally confirm that event with our counsel, Loeb & Loeb LLP, by calling Andrei
Sirabionian at 212-407-4089.

Very truly yours,

ZURA BIO LIMITED

  By:
  /s/ Verender
  Badial

Name: Verender Badial

Title: Chief Financial Officer

CORRESP
1
filename1.htm

    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)

July 19, 2024
Robert Lisicki
Chief Executive Officer
Zura Bio Ltd
1489 W. Warm Springs Rd. #110
Henderson, NV 89014
Re:Zura Bio Ltd
Schedule TO-I filed July 12, 2024
File No. 005-92696
Dear Robert Lisicki:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. Defined terms used herein have the same meaning as in your registration statement on
Form S-4.
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."
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 2.

July 19, 2024
Page 2
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.
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.
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."
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.
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.
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.
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.

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 8.

July 19, 2024
Page 3
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.
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."
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.
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.
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.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Tina Chalk at (202) 551-
3263.
Sincerely,
Division of Corporation Finance

July 19, 2024
Page 4
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

Zura Bio Limited

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

  May 30, 2024
  Via Edgar

United States Securities and
Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Alan Campbell

  RE:
  Zura Bio Limited

  Registration Statement
on Form S-1 (File No. 333-279719)

  Acceleration Request

Requested Date:	June
3, 2024

Requested Time:	4:00
P.M. Eastern Time

Dear Mr. Campbell,

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Zura Bio Limited (the “Registrant”) hereby requests that the U.S. Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration
Statement on Form S-1 (as amended, the “Registration Statement”) and declare the Registration Statement effective
on June 3, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally
request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Divakar Gupta, Sarah Sellers and Brandon
Fenn of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement
has been declared effective, please orally confirm that event with Brandon Fenn, counsel to the Registrant, at (212) 479-6626.

    Very truly yours,

    Zura Bio Limited

    /s/ Verender Badial

    Verender Badial

    Chief Financial Officer

    cc:
    Divakar Gupta, Cooley LLP

    Sarah Sellers, Cooley LLP

    Brandon Fenn, Cooley LLP

United States securities and exchange commission logo
May 29, 2024
Robert Lisicki
Chief Executive Officer
Zura Bio Limited
1489 W. Warm Springs Rd. #110
Henderson, NV 89014
Re:Zura Bio Limited
Registration Statement on Form S-1
Filed May 24, 2024
File No. 333-279719
Dear Robert Lisicki:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brandon Fenn

CORRESP
1
filename1.htm

Zura Bio Limited

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

September 12, 2023

VIA EDGAR

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Zura Bio Limited (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-272628) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:00 p.m., Eastern Time, on September 14, 2023, or as soon
thereafter as practicable.

The Company hereby acknowledges that:

    ·
    Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

    Very truly yours,

    Zura Bio Limited

    By:
    /s/ Someit Sidhu

    Name: Someit Sidhu

    Title: Chief Executive Officer and Director

CORRESP
1
filename1.htm

    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

September 8, 2023

Dillon Hagius

Division of Corporation Finance

Office of Life Sciences
 U.S. Securities
and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re: Zura Bio Limited

Amendment No. 3 to Registration Statement on Form S-1

Filed August 25, 2023

File No. 333-272628

Dear Mr. Hagius:

On behalf of our client, Zura Bio Limited, a Cayman
Islands company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “SEC”) this letter setting forth the Company’s response to the comment contained in
the Staff’s letter dated September 6, 2023 (the “Comment Letter”) regarding the Company’s Registration
Statement on Form S-1.

For ease of reference, the comments contained in
the Comment Letter are reproduced below and are followed by the Company’s response. All page references in the response set
forth below refer to the page numbers in Amendment No. 4 to the registration statement (“Amendment No. 4”)
filed in response to the Staff’s comments below.

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 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.

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

A limited liability partnership including
professional corporations

    Dillon Hagius

    September 8, 2023

    Page 2

Response: The Company has revised
the cover page of Amendment No. 4 in response to the Staff’s comment.

 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.

Response: The Company has revised
the cover page of Amendment No. 4 in response to the Staff’s comment.

 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.

Response: The Company has revised
the disclosure on pages 16, 120 and 133 of Amendment No. 4 in response to the Staff’s comment.

    Dillon Hagius

    September 8, 2023

    Page 3

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

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.

CORRESP
1
filename1.htm

    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct        212.407.4866

Main          212.407.4000

Fax             212.407.4990

gcaruso@loeb.com

Via Edgar

August 24, 2023

    Dillon Hagius

    Division of Corporation Finance

    Office of Life Sciences

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:
    Zura Bio Limited

Amendment No. 2 to Registration Statement on Form S-1

Filed August 11, 2023

File No. 333-272628

Dear Mr. Hagius:

On behalf of our client, Zura Bio Limited, a Cayman
Islands company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “SEC”) this letter setting forth the Company’s response to the comments contained in
the Staff’s letter dated August 17, 2023 (the “Comment Letter”) regarding the Company’s Registration Statement
on Form S-1.

For ease of reference, the comments contained
in the Comment Letter are reproduced below and are followed by the Company’s response. All page references in the response set forth
below refer to the page numbers in the Amendment No.3 to the registration statement (“Amendment No.3”) filed in response
to the Staff’s comments below.

Amendment No. 2 to Registration Statement
on Form S-1

Cover Page

    1.
    We note from your revisions in response to prior comment 1 that you have added the resale of 3,782,000 Pre-Funded Warrants to the headings on the cover page.  However, we continue to note that resale of the Pre-Funded Warrants do not appear to be otherwise included in your cover page and do not appear to be addressed in your disclosure throughout the filing such as under the "The Offering" section starting on page 14, the "Description of Securities" section starting on page 134, the "Plan of Distribution" section starting on page 141, and the "Selling Securityholders" starting on page 128.  Please revise as appropriate.

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.

    Dillon Hagius

August 24, 2023

Page 2

Response: The Company has revised
disclosure on pages 15, 133, 140, and 142 of Amendment No. 3 in response to the Staff’s comment.

    2.
    Please tell us where the 3,782,000 Class A Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants appears in your filing fee table.

Response: The Company revised
and refiled Exhibit 107 of Amendment No. 3 in response to the Staff’s comment.

Selling Securityholders, page 128

    3.
    Please tell us how the number of Class A ordinary shares indicated in the first bullet point reconciles to the number of Class A ordinary shares indicated on the cover page or revise as appropriate.

Response: The 39,943,124 shares
referred to in the first bullet point consists of all shares subject to resale and is calculated as follows: 30,251,124 Ordinary shares,
plus 3,782,000 shares underlying pre-funded warrants, plus 5,910,000 shares underlying private placement warrants.

    4.
    We note that you indicate on page 130 that the total number of Class A ordinary shares being offered for resale by the selling security holders is 39,943,124.  From your cover page, it appears that you are registering 46,843,120 Class A ordinary shares for resale. Please reconcile your disclosure.

    Dillon Hagius

August 24, 2023

Page 3

Response: As described in response
to comment 3, a total of 39,943,124 ordinary shares are being offered for resale. The additional 6,899,996 shares are only being offered
for initial issuance and not for resale. The company has revised the cover page to clarify the securities being offered for resale and
the secrurities being offered for original issuance.

    5.
    As noted above, there does not appear to be a selling securityholder table related to the resale of the 3,782,000 Pre-Funded Warrants.  Please revise as appropriate.

Response: The Company has revised
the disclosure on page 133 of Amendment No. 3 in response to the Staff’s comment.

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

United States securities and exchange commission logo
August 17, 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. 2 to Registration Statement on Form S-1
Filed August 11, 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 July 28, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.We note from your revisions in response to prior comment 1 that you have added the
resale of 3,782,000 Pre-Funded Warrants to the headings on the cover page.  However, we
continue to note that resale of the Pre-Funded Warrants do not appear to be otherwise
included in your cover page and do not appear to be addressed in your disclosure
throughout the filing such as under the "The Offering" section starting on page 14, the
"Description of Securities" section starting on page 134, the "Plan of Distribution" section
starting on page 141, and the "Selling Securityholders" starting on page 128.  Please
revise as appropriate.

 FirstName LastNameSomeit Sidhu, M.D.
 Comapany NameZura Bio Limited
 August 17, 2023 Page 2
 FirstName LastName
Someit Sidhu, M.D.
Zura Bio Limited
August 17, 2023
Page 2
2.Please tell us where the 3,782,000 Class A Ordinary Shares issuable upon the exercise of
the Pre-Funded Warrants appears in your filing fee table.
Selling Securityholders, page 128
3.Please tell us how the number of Class A ordinary shares indicated in the first bullet point
reconciles to the number of Class A ordinary shares indicated on the cover page or revise
as appropriate.
4.We note that you indicate on page 130 that the total number of Class A ordinary shares
being offered for resale by the selling security holders is 39,943,124.  From your cover
page, it appears that you are registering 46,843,120 Class A ordinary shares for resale.
Please reconcile your disclosure.
5.As noted above, there does not appear to be a selling securityholder table related to
the resale of the 3,782,000 Pre-Funded Warrants.  Please revise as appropriate.
            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.

CORRESP
1
filename1.htm

    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct        212.407.4866

Main          212.407.4000

Fax             212.407.4990

gcaruso@loeb.com

Via Edgar

August 11, 2023

    Dillon Hagius

    Division of Corporation Finance

    Office of Life Sciences

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

 Re: Zura Bio Limited

Registration Statement on Form S-1

Filed July 21, 2023

File No. 333-272628

Dear Mr. Hagius:

On behalf of our client, Zura Bio Limited, a Cayman
Islands company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “SEC”) this letter setting forth the Company’s response to the comments contained in
the Staff’s letter dated July 28, 2023 (the “Comment Letter”) regarding the Company’s Registration Statement
on Form S-1.

For ease of reference, the comments contained
in the Comment Letter are reproduced below and are followed by the Company’s response. All page references in the response set forth
below refer to the page numbers in the Amendment No.2 to the registration statement (“Amendment No.2”) filed in response
to the Staff’s comments below.

Registration Statement on Form S-1

Cover Page

1. Please revise the cover page heading to quantify the number of each type of security being registered.
Ensure that this revision includes:

 · the number of Class A Ordinary Shares;

 · the number of Warrants;

 · the number of Prefunded Warrants;

 · the number of Class A Ordinary Shares underlying the Warrants;

 · the number of Class A Ordinary Shares underlying the Prefunded Warrants.

    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.

  Dillon Hagius

 August 11, 2023

 Page 2

In this regard, we note from the
filing fee table that you are registering the resale of 3,782,000 Class A Ordinary Shares underlying 3,782,000 pre-funded warrants to
purchase Class A Ordinary Shares, and the resale of 3,782,000 Pre-Funded Warrants, neither of which appears to be included in your cover
page heading, and with respect to the resale of the Pre-Funded Warrants your other disclosure. Please revise as appropriate.

Response: The Company has revised
the cover page and pages 17 through 18 of Amendment No. 2 in response to the Staff’s comment.

 2. We note your response to comment 2 and re-issue in part. As your warrants are out of the money, and,
as you disclose on the cover page, "it is unlikely that the Private Placement Warrants or Public Warrants are exercised unless the
trading price of ordinary shares increases to above the exercise price[,]" please describe on the cover page the impact on your liquidity
and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.
To the extent not already included, please ensure this disclosure is also included in the prospectus summary, risk factors, MD&A,
and use of proceeds sections.

Response: The Company revised
the cover page and also revised the disclosure on pages 15, 65, 67, 84, 130 and 142 of Amendment No. 2 in response to the Staff’s
comment.

If certain holders of our Class A Ordinary
Shares sell a significant portion of their securities, it may negatively impact..., page 57

3. We note your response to comment 4 and re-issue in part. Please disclose what percentage the securities
being registered for resale represent of the total number of shares outstanding.

Response: The Company has revised
the disclosure appearing on page 57 of Amendment No. 2 in response to the Staff’s comment.

General

4. We note your response to comment 8 and re-issue in part. Please revise your prospectus to:

 · disclose that while the sponsor, private placement investors, PIPE investors, or other selling securityholders may experience a
positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on
the securities they purchased due to differences in the purchase prices and the current trading price;

 · disclose the potential profit the selling securityholders will earn based on the current trading price; and

 · include appropriate risk factor disclosure about these aforementioned subjects.

  Dillon Hagius

 August 11, 2023

 Page 3

Response: The Company has revised
the disclosure appearing on the cover page and pages 56 and 126 of Amendment No. 2 in response to the Staff’s comment.

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

United States securities and exchange commission logo
July 28, 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. 1 to Registration Statement on Form S-1
Filed July 21, 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 June 23, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.Please revise the cover page heading to quantify the number of each type of security being
registered.  Ensure that this revision includes:
•the number of Class A Ordinary Shares;
•the number of Warrants;
•the number of Prefunded Warrants;
•the number of Class A Ordinary Shares underlying the Warrants;
•the number of Class A Ordinary Shares underlying the Prefunded Warrants.
In this regard, we note from the filing fee table that you are registering the resale of
3,782,000 Class A Ordinary Shares underlying 3,782,000 pre-funded warrants to purchase

 FirstName LastNameSomeit Sidhu, M.D.
 Comapany NameZura Bio Limited
 July 28, 2023 Page 2
 FirstName LastName
Someit Sidhu, M.D.
Zura Bio Limited
July 28, 2023
Page 2
Class A Ordinary Shares, and the resale of 3,782,000 Pre-Funded Warrants, neither of
which appears to be included in your cover page heading, and with respect to the resale of
the Pre-Funded Warrants your other disclosure.  Please revise as appropriate.
2.We note your response to comment 2 and re-issue in part.  As your warrants are out of the
money, and, as you disclose on the cover page, "it is unlikely that the Private Placement
Warrants or Public Warrants are exercised unless the trading price of ordinary shares
increases to above the exercise price[,]" please describe on the cover page the impact on
your liquidity and update the discussion on the ability of your company to fund your
operations on a prospective basis with your current cash on hand.  To the extent not
already included, please ensure this disclosure is also included in the prospectus summary,
risk factors, MD&A, and use of proceeds sections.
If certain holders of our Class A Ordinary Shares sell a significant portion of their securities, it
may negatively impact..., page 57
3.We note your response to comment 4 and re-issue in part.  Please disclose what
percentage the securities being registered for resale represent of the total number of shares
outstanding.
General
4.We note your response to comment 8 and re-issue in part.  Please revise your prospectus
to:
•disclose that while the sponsor, private placement investors, PIPE investors, or other
selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the
current trading price;
•disclose the potential profit the selling securityholders will earn based on the current
trading price; and
•include appropriate risk factor disclosure about these aforementioned subjects.
            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.

CORRESP
1
filename1.htm

    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 21, 2023

    Dillon Hagius

    Division of Corporation Finance

    Office of Life Sciences

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

 Re: Zura Bio Limited

Registration Statement on Form S-1

Filed June 14, 2023

File No. 333-272628

Dear Mr. Hagius:

On behalf of our client, Zura Bio Limited, a
Cayman Islands company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) this letter setting forth the Company’s response to the comment contained
in the Staff’s letter dated June 23, 2023 (the “Comment Letter”) regarding the Company’s Registration
Statement on Form S-1.

For ease of reference, the comments contained
in the Comment Letter are reproduced below and are followed by the Company’s response. All page references in the response
set forth below refer to the page numbers in the Amendment No.1 to the registration statement (“Amendment No.1”)
filed in response to the Staff’s comments below.

Registration Statement on Form S-1

Cover Page

 1. For
                                            each of the shares and warrants being registered for resale, disclose the price that
                                            the selling securityholders paid for such shares and warrants.

Response: The Company has revised
the cover page, and also added the disclosure to pages 16 through 18, 57 and 125 of Amendment No. 1 in response to
the Staff’s comment.

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

    A limited liability
    partnership including professional corporations

    Dillon Hagius

    July 21, 2023

    Page 2

 2. Disclose
                                            the exercise prices of the warrants compared to the market prices of the underlying
                                            securities.  If the warrants are out of the money, please disclose the likelihood that
                                            warrant holders will not exercise their warrants.  Provide similar disclosure in the
                                            prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
                                            cash proceeds associated with the exercises of the warrants are dependent on the stock price.
                                            As applicable, describe the impact on your liquidity and update the discussion on the ability
                                            of your company to fund your operations on a prospective basis with your current cash on
                                            hand.

Response: The Company
revised the cover page and also added the disclosure to pages 16 through 18, 56 through 57, 63, 64, and 80 through 81 of
Amendment No. 1 in response to the Staff’s comment.

 3. We
                                            note the significant number of redemptions of your Class A Ordinary Shares in connection
                                            with your business combination and that the shares being registered for resale will constitute
                                            a considerable percentage of your public float.  If any of the shares being registered
                                            for resale were purchased by the selling securityholders for prices considerably below the
                                            current market price of the Class A Ordinary Shares, highlight the significant negative
                                            impact sales of shares on this registration statement could have on the public trading price
                                            of the Class A Ordinary Shares.

Response: The Company has revised
the cover page and also added the disclosure appearing on pages 56 through 57 of Amendment No. 1 in response to the
Staff’s comment.

Risk Factors, page 18

 4. Include
                                            an additional risk factor highlighting the negative pressure potential sales of shares pursuant
                                            to this registration statement could have on the public trading price of the Class A
                                            Ordinary Shares. To illustrate this risk, disclose the purchase price of the securities
                                            being registered for resale and the percentage that these shares currently represent of the
                                            total number of shares outstanding.  If appropriate, also disclose that, even if the
                                            current trading price returns to or drops below the SPAC IPO price, the private investors
                                            have an incentive to sell because they will still profit on sales because of the lower price
                                            that they purchased their shares than the public investors.

Response: The Company has added
the disclosure appearing on pages 56 through 57 of Amendment No. 1 in response to the Staff’s comment.

 5. Your
                                            cover page references a risk factor entitled "Future resales, or the perception
                                            of future resales, of Class A Ordinary Shares, including the Registrable Shares offered
                                            for resale hereunder, may cause the market price of the Class A Ordinary Shares to decline
                                            significantly, even if our business is doing well.”  Please revise to include this
                                            risk factor.

Response: The Company has revised
the cover page, and also revised the disclosure appearing on page 56 of Amendment No. 1 in response to the Staff’s
comment.

    Dillon Hagius

    July 21, 2023

    Page 3

Business

Overview, page 78

 6. In
                                            light of the significant number of redemptions, expand your discussion of capital resources
                                            to address any changes in the company’s liquidity position since the business combination.
                                            If the company is likely to have to seek additional capital, discuss the effect of this offering
                                            on the company’s ability to raise additional capital.

Response: The Company notes
that it raised approximately $80.0 million in a private placement in May and June 2023, which was disclosed in the liquidity
and capital resources section of Amendment No. 1. In addition, the Company has revised page 80 of Amendment No. 1 in
response to the Staff’s comment.

 7. Please
                                            expand your discussion here to reflect the fact that this offering involves the potential
                                            sale of a substantial portion of shares for resale and discuss how such sales could impact
                                            the market price of the company’s common stock. Your discussion should highlight the
                                            fact that many of the beneficial owners of your outstanding shares will be able to sell
                                            all of their shares for so long as the registration statement of which this prospectus forms
                                            a part is available for use.

Response: The Company has
added the disclosure appearing on pages 56 through 57, 62 through 63, and 81 of Amendment No. 1 in response to the
Staff’s comment.

General

 8. Revise
                                            your prospectus to disclose the price that each selling securityholder paid for the shares
                                            and warrants being registered for resale.  Highlight any differences in the current
                                            trading price, the prices that the Sponsor, private placement investors, PIPE investors,
                                            or other selling securityholders acquired their shares and warrants, and the price that
                                            the public securityholders acquired their shares and warrants. Disclose that while the
                                            sponsor, private placement investors, PIPE investors, or other selling securityholders
                                            may experience a positive rate of return based on the current trading price, the public securityholders
                                            may not experience a similar rate of return on the securities they purchased due to differences
                                            in the purchase prices and the current trading price.  Please also disclose the potential
                                            profit the selling securityholders will earn based on the current trading price. Lastly,
                                            please include appropriate risk factor disclosure.

Response: The Company has
added the disclosure appearing on pages 16 through 18, 56 through 57, 62 through 63, 64, 80 through 81, and 125 of Amendment
No. 1 in response to the Staff’s comment.

    Dillon Hagius

    July 21, 2023

    Page 4

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

United States securities and exchange commission logo
June 23, 2023
Someit Sidhu, M.D.
Chief Executive Officer
Zura Bio Limited
4225 Executive Square, Suite 600
La Jolla, CA 92037
Re:Zura Bio Limited
Registration Statement on Form S-1
Filed June 14, 2023
File No. 333-272628
Dear Someit Sidhu:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1
Cover Page
1.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares and warrants.
2.Disclose the exercise prices of the warrants compared to the market prices of the
underlying securities.  If the warrants are out of the money, please disclose the likelihood
that warrant holders will not exercise their warrants.  Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameSomeit Sidhu, M.D.
 Comapany NameZura Bio Limited
 June 23, 2023 Page 2
 FirstName LastNameSomeit Sidhu, M.D.
Zura Bio Limited
June 23, 2023
Page 2
3.We note the significant number of redemptions of your Class A Ordinary Shares in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float.  If any of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the Class A Ordinary Shares, highlight the significant
negative impact sales of shares on this registration statement could have on the public
trading price of the Class A Ordinary Shares.
Risk Factors, page 18
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A Ordinary Shares.  To illustrate this risk, disclose the purchase price of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding.  If appropriate, also disclose that, even
if the current trading price returns to or drops below the SPAC IPO price, the private
investors have an incentive to sell because they will still profit on sales because of the
lower price that they purchased their shares than the public investors.
5.Your cover page references a risk factor entitled "Future resales, or the perception of
future resales, of Class A Ordinary Shares, including the Registrable Shares offered for
resale hereunder, may cause the market price of the Class A Ordinary Shares to decline
significantly, even if our business is doing well.”  Please revise to include this risk factor.
Business
Overview, page 78
6.In light of the significant number of redemptions, expand your discussion of capital
resources to address any changes in the company’s liquidity position since the business
combination.  If the company is likely to have to seek additional capital, discuss the effect
of this offering on the company’s ability to raise additional capital.
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.  Your discussion should
highlight the fact that many of the beneficial owners of your outstanding shares will be
able to sell all of their shares for so long as the registration statement of which this
prospectus forms a part is available for use.
General
8.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares and warrants being registered for resale.  Highlight any differences in the current
trading price, the prices that the Sponsor, private placement investors, PIPE investors, or
other selling securityholders acquired their shares and warrants, and the price that the
public securityholders acquired their shares and warrants.  Disclose that while the

 FirstName LastNameSomeit Sidhu, M.D.
 Comapany NameZura Bio Limited
 June 23, 2023 Page 3
 FirstName LastName
Someit Sidhu, M.D.
Zura Bio Limited
June 23, 2023
Page 3
sponsor, private placement investors, PIPE investors, or other selling securityholders may
experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price.  Please
also disclose the potential profit the selling securityholders will earn based on the current
trading price.  Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

JATT Acquisition Corp

c/o Maples Corporate Services Limited,

PO Box 309, Ugland House,

Grand Cayman, KY1-1104, Cayman Islands

February 24, 2023

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Ms. Jane Park and Ms. Celeste Murphy

    RE:
    JATT Acquisition Corp (the “Company”)

    Registration Statement on Form S-4, as amended

    (File No. 333-267005 ) (the “Registration Statement”)

Dear Ms. Park and Ms. Murphy:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, JATT Acquisition Corp (the “Company”) hereby requests acceleration of the effective date of the above
referenced Registration Statement to 4:00 p.m., Eastern Time, on February 28, 2023, or as soon thereafter as practicable, or at such
other time as the Company or its outside counsel, Loeb & Loeb LLP, request by telephone that such Registration Statement be declared
effective.

Please contact Giovanni Caruso of Loeb &
Loeb LLP, counsel to the Company, at (212) 407-4866, as soon as the registration statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

    Very truly yours,

    JATT ACQUISITION CORP

    By:
    /s/ Someit
    Sidhu, MD

    Name:
    Someit Sidhu, MD

    Title:
    Chairman and Chief Executive Officer

Acceleration Request:

 333-267005

CORRESP
1
filename1.htm

    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

February 22, 2023

    Division of Corporation Finance

    Office of Life Sciences

    U.S. Securities & Exchange Commission

    100 F Street, NE

Washington, D.C. 20549

Attention: Ms. Jane Park and Ms. Celeste Murphy

    Re:
    JATT Acquisition Corp

    Amendment No. 7 to Registration Statement on Form S-4 Filed on February 17, 2023

    File No. 333-267005

Dear Ms. Park and Ms. Murphy:

On behalf of our client, JATT Acquisition Corp
(the “Company”), we hereby provide a response to the comments issued in a letter dated February 22, 2023 (the “Staff’s
Letter”) regarding the Company’s Amendment No. 7 to the Registration Statement on Form S-4 that was submitted on February
17, 2023 (the “Amendment No. 7”).

Concurrently
with the submission of this response letter, we are filing, through EDGAR, Amendment No. 8 to the Registration Statement (“Amendment
No. 8”).

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of Amendment No. 7, 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.

Amendment No. 7 to Form S-4

License Agreements, page 244

 1. We note your disclosure relating to the Lilly License on page 245 of
royalties ranging from mid-single to low-double digit percentages. Please revise your disclosure to give investors a reasonable idea of
the amount of the royalty rates that does not exceed ten percentage points.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on page 245 of Amendment No. 8.

Financial Statements , page F-1

 2. Please update the financial statements of Jatt Acquisition Corp and Zura
Bio Limited to December 31, 2022 in accordance with Rule 3-12 of Regulation S-X or tell us the reason(s) that you believe you are not
required to do so.

Response: As previously discussed with the staff,
the Company (which is the registrant of the of the Registration Statement on Form S-4) (i) reasonably and in good faith expects to have
net income, after taxes, for the year ended December 31, 2022, (ii) had net income after taxes for the year ended December 31, 2021,
and, (iii) files annual, quarterly and other reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 and all reports
due have been filed. Therefore, Section 210.3–01(c) of Regulation S-X is available to the Company and extends the time by when
the year-end 2022 financial statements are required to March 31, 2023, the date the Company’s Annual Report on Form 10-K is due
pursuant to Section 210.3-01 (i) of Regulation S-X.

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

United States securities and exchange commission logo
February 22, 2023
Verender Badial
Chief Financial Officer
JATT Acquisition Corp
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re:JATT Acquisition Corp
Amendment No. 7 to Registration Statement on Form S-4
Filed on February 17, 2023
File No. 333-267005
Dear Verender Badial:
            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.
Amendment No. 7 to Form S-4
License Agreements, page 244
1.We note your disclosure relating to the Lilly License on page 245 of royalties ranging
from mid-single to low-double digit percentages.  Please revise your disclosure to give
investors a reasonable idea of the amount of the royalty rates that does not exceed ten
percentage points.
Financial Statements , page F-1
2.Please update the financial statements of Jatt Acquisition Corp and Zura Bio Limited to
December 31, 2022 in accordance with Rule 3-12 of Regulation S-X or tell us the
reason(s) that you believe you are not required to do so.

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 February 22, 2023 Page 2
 FirstName LastName
Verender  Badial
JATT Acquisition Corp
February 22, 2023
Page 2
            You may contact Christie Wong at 202-551-3684 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Celeste Murphy at 202-551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

JATT Acquisition Corp

c/o Maples Corporate Services Limited,

PO Box 309, Ugland House,

Grand Cayman, KY1-1104, Cayman Islands

February 17, 2023

VIA EDGAR & TELECOPY

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Washington, D.C. 20549

Attention: Ms. Jane Park and Ms. Celeste Murphy

    RE:
    JATT Acquisition Corp (the “Company”)

Registration Statement on Form S-4, as amended (File No. 333-267005 ) (the “Registration Statement”)

    Withdrawal Request for Acceleration of Effective Date

Ladies and Gentlemen:

Reference is made to the Company’s
letter, filed as correspondence via EDGAR on February 10, 2023, in which the Company requested acceleration of effectiveness of the Registration
Statement. The Company hereby formally withdraws its request for acceleration of the effective date pursuant to the prior letter.

    Very truly yours,

JATT ACQUISITION CORP

    By:
    /s/ Someit Sidhu, MD

    Name:
    Someit Sidhu, MD

    Title:
    Chairman and Chief Executive Officer

 cc: Giovanni
Caruso, Loeb & Loeb LLP

CORRESP
1
filename1.htm

JATT Acquisition Corp

c/o Maples Corporate Services Limited,

PO Box 309, Ugland House,

Grand Cayman, KY1-1104, Cayman Islands

February 10, 2023

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Ms. Jane Park and Ms. Celeste Murphy

    RE:
    JATT Acquisition Corp (the “Company”)

    Registration Statement on Form S-4, as amended

    (File No. 333-267005 ) (the “Registration Statement”)

Dear Ms. Park and Ms. Murphy:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, JATT Acquisition Corp (the “Company”) hereby requests acceleration of the effective date of the above
referenced Registration Statement to 4:00 p.m., Eastern Time, on February 14, 2023, or as soon thereafter as practicable, or at such
other time as the Company or its outside counsel, Loeb & Loeb LLP, request by telephone that such Registration Statement be declared
effective.

Please contact Giovanni Caruso of Loeb &
Loeb LLP, counsel to the Company, at (212) 407-4866, as soon as the registration statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

    Very truly yours,

    JATT ACQUISITION CORP

    By:
    /s/ Someit
    Sidhu, MD

    Name:
    Someit Sidhu, MD

    Title:
    Chairman and Chief Executive Officer

Acceleration Request:

 333-267005

CORRESP
1
filename1.htm

    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

February 2, 2023

Division of Corporation Finance

Office of Life Sciences
 U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Ms. Jane Park and Ms. Celeste
Murphy

Re: JATT Acquisition Corp

Amendment No. 4 to Registration Statement on Form S-4
Filed on January 9, 2023

File No. 333-267005

Dear Ms. Park and Ms. Murphy:

On behalf of our client, JATT Acquisition Corp
(the “Company”), we hereby provide a response to the comments issued in a letter dated January 20, 2023 (the “Staff’s
Letter”) regarding the Company’s Amendment No. 4 to the Registration Statement on Form S-4 that was submitted on
January 9, 2023 (the “Amendment No. 4”).

Concurrently
with the submission of this response letter, we are filing, through EDGAR, Amendment No. 5 to the Registration Statement (“Amendment
No. 5”).

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of Amendment No. 5, we have responded, on behalf of the
Company, to the comment set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraph set forth below respond
to the Staff’s comments and corresponds to the numbered paragraph in the Staff’s Letter.

Amendment No. 4 to Form S-4 filed January 9, 2023

Our Vision and Our Strategy, page 207

1. We note your revised disclosure in response to prior comment 2.
Please revise to include a discussion of the scope, size and design of the head-to-head study in this section, including a discussion
of the statistical significance and p-values with respect to the potency of torudokimab compared to etokimab and itepekimab, as applicable.

Response:
We acknowledge the Staff’s comment and have revised the disclosures on page 208.

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

      2

United States securities and exchange commission logo
January 20, 2023
Verender Badial
Chief Financial Officer
JATT Acquisition Corp
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re:JATT Acquisition Corp
Amendment No. 4 to Registration Statement on Form S-4
Filed on January 9, 2023
File No. 333-267005
Dear Verender Badial:
            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 December 27, 2022 letter.
Amendment No. 4 to Form S-4 filed January 9, 2023
Our Vision and Our Strategy, page 207
1.We note your revised disclosure in response to prior comment 2.  Please revise to include
a discussion of the scope, size and design of the head-to-head study in this section,
including a discussion of the statistical significance and p-values with respect to the
potency of torudokimab compared to etokimab and itepekimab, as applicable.

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 January 20, 2023 Page 2
 FirstName LastName
Verender  Badial
JATT Acquisition Corp
January 20, 2023
Page 2
            You may contact Christie Wong at 202-551-3684 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Celeste Murphy at 202-551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

    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

January 9, 2023

Division of Corporation Finance

Office of Life Sciences
 U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Conlon Danberg and Ms. Celeste
Murphy

    Re:
    JATT Acquisition Corp

    Amendment No. 3 to Registration Statement on Form S-4 Filed on
 December 15, 2022

    File No. 333-267005

Dear Mr. Danberg and Ms. Murphy:

On behalf of our client, JATT Acquisition Corp
(the “Company”), we hereby provide a response to the comments issued in a letter dated December 27, 2022 (the “Staff’s
Letter”) regarding the Company’s Amendment No. 3 to the Registration Statement on Form S-4 that was submitted on December
15, 2022 (the “Amendment No. 3”).

Concurrently
with the submission of this response letter, we are filing, through EDGAR, Amendment No. 4 to the Registration Statement (“Amendment
No. 4”).

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of Amendment No. 4, 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 paragraph in the Staff’s Letter.

Amendment No. 3 to Registration Statement on Form
S-4 filed December 15, 2022

Summary of the Proxy Statement

The Parties to the Business Combination Zura, page
24

 1. We note your revised disclosure regarding Zura and re-issue comment
7 from our August 3, 2022 letter in part. Please balance your disclosure regarding Zura to:

 · state that Zura was recently formed on January 18, 2022 and that it has not conducted any clinical tests itself, nor have any clinical tests
been conducted during the period since its inception;

 · state that Zura does not have any product candidates approved for sale and has not generated any revenue from product sales to date;

 · note that the completed Phase 2 trial for torudokimab was conducted
in patients with atopic dermatitis and that following an interim analysis of the study, the sponsor determined that the efficacy data
observed did not warrant continuation of the trial and the study was terminated; and

 · provide the current status of the planned randomized phase 2 studies
with torudokimab and ZB-168, including whether Zura has made an IND submission with the FDA for such studies.

Response:
We acknowledge the Staff’s comment and have revised the disclosures on page 26.

Additionally, we note your statement on page 228 that
asthma is "[y]our lead indication" and that your planned randomized Phase 2 studies "will include asthma and may include
additional autoimmune indications." Please revise your summary description of Zura to indicate that asthma is your lead indication.
In this regard, we note that the current disclosure states that your planned Phase 2 studies "may include asthma" among other
indications.

Response: We
acknowledge the Staff’s comment and have revised the disclosures on page 228 and following to remove the reference to asthma as the “lead indication.”

Our Vision and Our Strategy, page 190

 2. We note your statement that you are "among the leaders in exploring
the therapeutic benefit of blocking IL33 with torudokimab, which has the potential to be a best in class mechanism based on the head to
head potency of torudokimab vs other IL33 inhibitors in vitro." Please expand on this statement to discuss the details of any head
to head comparisons of torudokimab vs other IL33 inhibitors that have been completed to date.

Response: We
acknowledge the Staff’s comment and have revised the disclosures on page 207.

Clinical trial Overview

Phase 1a single ascending dose trial Safety and
Tolerability, page 199

 3. We refer to your statement that "[o]verall, single and multiple
doses of torudokimab were safe and well tolerated by all subjects" and reissue comment 28 from our August 3, 2022 letter. Determinations
with respect to safety and efficacy are within the sole authority of the FDA, EMA or equivalent foreign regulator. Please revise your
registration statement to remove the reference to doses of torudokimab being "safe" as well as any other statements relating
to safety and efficacy in instances where you have not yet received full approval for your product candidates.

Response:
We acknowledge the Staff’s comment and have revised the disclosures on page  215 and elsewhere to remove references to torudokimab as “safe.”

Certain Relationships and Related Party Transactions
of Zura Put-Call Letter Agreement, page 295

 4. We note your description of the Put-Call Letter Agreement entered into
on December 8, 2022. Please revise this description to include the name of the investor and the number of shares subject to the agreement.

Response:
We acknowledge the Staff’s comment and have revised the disclosures on page 311.

    2

General

 5. We note your revised disclosure regarding the January 16, 2023 Outside
Date to consummate a business combination. It appears that you have also filed a proxy statement for an extraordinary general meeting
of shareholders to be held on January 12, 2023 to seek shareholder approval of an extension of the Outside Date from January 16, 2023
to April 17, 2023. In your next amendment, please include disclosure regarding this meeting and reflect any associated events such as
redemptions that may occur in connection with the extension amendment.

Response:
We acknowledge the Staff’s comment and have added the disclosures on pages 9 and 37 of Amendment No. 4. We further confirm
that the Company will make additional appropriate revisions to the Registration Statement once the amount of public share redemptions
are determined in connection with the Extraordinary General Meeting being held on January 12, 2023.

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

    3

United States securities and exchange commission logo
December 27, 2022
Verender Badial
Chief Financial Officer
JATT Acquisition Corp
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re:JATT Acquisition Corp
Amendment No. 3 to Registration Statement on Form S-4
Filed on December 15, 2022
File No. 333-267005
Dear Verender Badial:
            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 November 4, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed December 15, 2022
Summary of the Proxy Statement
The Parties to the Business Combination
Zura, page 24
1.We note your revised disclosure regarding Zura and re-issue comment 7 from our August
3, 2022 letter in part. Please balance your disclosure regarding Zura to:
•state that Zura was recently formed on January 18, 2022 and that it has not conducted
any clinical tests itself, nor have any clinical tests been conducted during the period
since its inception;
•state that Zura does not have any product candidates approved for sale and has not

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 December 27, 2022 Page 2
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
December 27, 2022
Page 2
generated any revenue from product sales to date;
•note that the completed Phase 2 trial for torudokimab was conducted in patients with
atopic dermatitis and that following an interim analysis of the study, the sponsor
determined that the efficacy data observed did not warrant continuation of the trial
and the study was terminated; and
•provide the current status of the planned randomized phase 2 studies with
torudokimab and ZB-168, including whether Zura has made an IND submission with
the FDA for such studies.

Additionally, we note your statement on page 228 that asthma is "[y]our lead indication"
and that your planned randomized Phase 2 studies "will include asthma and may include
additional autoimmune indications." Please revise your summary description of Zura to
indicate that asthma is your lead indication. In this regard, we note that the current
disclosure states that your planned Phase 2 studies "may include asthma" among other
indications.
Our Vision and Our Strategy, page 190
2.We note your statement that you are "among the leaders in exploring the therapeutic
benefit of blocking IL33 with torudokimab, which has the potential to be a best in class
mechanism based on the head to head potency of torudokimab vs other IL33 inhibitors in
vitro." Please expand on this statement to discuss the details of any head to head
comparisons of torudokimab vs other IL33 inhibitors that have been completed to date.
Clinical trial Overview
Phase 1a single ascending dose trial
Safety and Tolerability, page 199
3.We refer to your statement that "[o]verall, single and multiple doses of torudokimab were
safe and well tolerated by all subjects" and reissue comment 28 from our August 3, 2022
letter. Determinations with respect to safety and efficacy are within the sole authority of
the FDA, EMA or equivalent foreign regulator. Please revise your registration statement
to remove the reference to doses of torudokimab being "safe" as well as any other
statements relating to safety and efficacy in instances where you have not yet received full
approval for your product candidates.
Certain Relationships and Related Party Transactions of Zura
Put-Call Letter Agreement, page 295
4.We note your description of the Put-Call Letter Agreement entered into on December 8,
2022. Please revise this description to include the name of the investor and the number of
shares subject to the agreement.
General

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 December 27, 2022 Page 3
 FirstName LastName
Verender  Badial
JATT Acquisition Corp
December 27, 2022
Page 3
5.We note your revised disclosure regarding the January 16, 2023 Outside Date to
consummate a business combination. It appears that you have also filed a proxy statement
for an extraordinary general meeting of shareholders to be held on January 12, 2023 to
seek shareholder approval of an extension of the Outside Date from January 16, 2023 to
April 17, 2023. In your next amendment, please include disclosure regarding this meeting
and reflect any associated events such as redemptions that may occur in connection with
the extension amendment.
            You may contact Christie Wong at 202-551-3684 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Conlon Danberg at 202-551-4466 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

    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

December 19, 2022

Division of Corporation Finance

Office of Life Sciences
 U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Conlon Danberg and Ms. Celeste
Murphy

Re:  JATT Acquisition Corp

Amendment No. 2 to Registration Statement on Form S-4
Filed on

October 25, 2022

File No. 333-267005

Dear Mr. Danberg and Ms. Murphy:

On behalf of our client, JATT Acquisition Corp
(the “Company”), we hereby provide a response to the comments issued in a letter dated November 4, 2022 (the “Staff’s
Letter”) regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-4 that was submitted on
October 25, 2022 (the “Amendment No. 2”).

Concurrently
with the submission of this response letter, we are filing, through EDGAR, Amendment No. 3 to the Registration Statement (“Amendment
No. 3”).

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of Amendment No. 3, 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 paragraph in the Staff’s Letter.

Amendment No. 2 to Registration Statement on Form S-4
filed October 25, 2022

Material U.S. Federal Income Tax Consequences, page 162

 1. We note you have included a "short-form" tax opinion as Exhibit 8.1 to the Registration Statement. As stated in
Section III.B.2 of Staff Legal Bulletin No. 19 (CF), if a registrant elects to use a short-form opinion, the Exhibit 8
short-form opinion and the tax disclosure in the prospectus both must state clearly that the disclosure in the tax consequences section
of the prospectus is the opinion of the named counsel or accountant, and that disclosure must clearly identify and articulate the opinion
being rendered. Please revise the Material U.S. Federal Income Tax Consequences section of the Prospectus to clearly state that the disclosure
in the tax consequences section is the opinion of named counsel.

Additionally, please ensure that the Prospectus disclosure
clearly identifies and articulates the opinion being rendered with respect to each material tax consequence being opined upon. For example,
we note that the discussion of whether the Business Combination qualifies as a "reorganization" within the meaning of Section 368
of the Code states that it is "intended to qualify" as such without expressing an opinion. Likewise, the discussion of the redemption
of JATT Class A Ordinary Shares for cash states that the tax treatment "will depend on whether the redemption qualifies as a
sale or exchange of the JATT

Class A Ordinary Shares under Section 302 of
the Code or is treated as a corporate distribution under Section 301 of the Code" without expressing an opinion on the applicable
tax treatment. If the opinion provided is subject to uncertainty, please (1) provide an opinion that reflects the degree of uncertainty
(e.g., a "should" or "more likely than not" opinion) and explain the facts or circumstances giving rise thereto, and
(2) add risk factor and/or other appropriate disclosure setting forth the risks of

uncertain tax treatment to investors. Finally, we note
that the final paragraph on page 174 of the Prospectus states that the U.S. federal income tax discussion set forth above "is
included for general information only." Please revise or remove this statement as investors are entitled to rely on the opinion expressed
in the tax opinion and it may not be provided for informational purposes only.

Response:
Section III.B.2 of Staff Legal Bulletin No. 19 provides that examples of transactions
involving material tax consequences include mergers or exchange transactions where the registrant represents that the transaction is tax-free.
The Bulletin further provides that when a registrant represents that an exchange offer or merger is a taxable transaction, no opinion
of counsel or accountant is required. The parties to the Business Combination have provided representations sufficient for counsel to
provide an opinion that the Business Combination should qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of
the Code. However, with respect to the SEC’s comment on the discussion of the redemption of JATT Class A Ordinary Shares, the
disclosure makes clear that such transaction will be taxable—it is only the manner in which tax is imposed that may vary based on
the facts. As such, no opinion of counsel should be required with respect to any tax consequence other than that of the Business Combination.
We have accordingly revised the aforementioned tax consequences of the Business Combination on page 158 to provide for the opinion
of counsel.

License Agreements

Lonza Agreement, page 220

 2. We re-issue previous comment 9 from our September 2, 2022 letter. Please revise your description of the Lonza License Agreement
to include a complete description of each parties' material rights and obligations, including:

 ·  a description of the "number of factors" that will determine the consideration to be paid to Lonza other than whether the Company enters into
further agreements with Lonza;

 ·  the amount of any upfront or execution payments received or paid;

 ·  the aggregate amounts paid or received to date under the agreement, if any;

 ·  the aggregate amounts of any future potential milestone payments to be paid or received; and

 ·  the royalties and royalty term.

    2

Response:
We acknowledge the Staff’s comment and have revised the disclosure on pages 232,
238, 293 and F-65 of Amendment No. 3. As we have previously noted, the Lonza License does not provide for any upfront, execution
or milestone payments nor have any amounts yet been paid under the Lonza License.

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

    3

United States securities and exchange commission logo
November 4, 2022
Verender Badial
Chief Financial Officer
JATT Acquisition Corp
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re:JATT Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-4
Filed on October 25, 2022
File No. 333-267005
Dear Verender Badial:
            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 October 4, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed October 25, 2022
Material U.S. Federal Income Tax Consequences, page 162
1.We note you have included a "short-form" tax opinion as Exhibit 8.1 to the Registration
Statement. As stated in Section III.B.2 of Staff Legal Bulletin No. 19 (CF), if a registrant
elects to use a short-form opinion, the Exhibit 8 short-form opinion and the tax disclosure
in the prospectus both must state clearly that the disclosure in the tax consequences
section of the prospectus is the opinion of the named counsel or accountant, and that
disclosure must clearly identify and articulate the opinion being rendered. Please revise
the Material U.S. Federal Income Tax Consequences section of the Prospectus to clearly
state that the disclosure in the tax consequences section is the opinion of named counsel.

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 November 4, 2022 Page 2
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
November 4, 2022
Page 2
Additionally, please ensure that the Prospectus disclosure clearly identifies and articulates
the opinion being rendered with respect to each material tax consequence being opined
upon. For example, we note that the discussion of whether the Business Combination
qualifies as a "reorganization" within the meaning of Section 368 of the Code states that it
is "intended to qualify" as such without expressing an opinion. Likewise, the discussion of
the redemption of JATT Class A Ordinary Shares for cash states that the tax treatment
"will depend on whether the redemption qualifies as a sale or exchange of the JATT
Class A Ordinary Shares under Section 302 of the Code or is treated as a corporate
distribution under Section 301 of the Code" without expressing an opinion on the
applicable tax treatment. If the opinion provided is subject to uncertainty, please (1)
provide an opinion that reflects the degree of uncertainty (e.g., a "should" or "more likely
than not" opinion) and explain the facts or circumstances giving rise thereto, and (2) add
risk factor and/or other appropriate disclosure setting forth the risks of
uncertain tax treatment to investors. Finally, we note that the final paragraph on page 174
of the Prospectus states that the U.S. federal income tax discussion set forth above "is
included for general information only." Please revise or remove this statement as investors
are entitled to rely on the opinion expressed in the tax opinion and it may not be provided
for informational purposes only.
License Agreements
Lonza Agreement, page 220
2.We re-issue previous comment 9 from our September 2, 2022 letter. Please revise your
description of the Lonza License Agreement to include a complete description of each
parties' material rights and obligations, including:
•a description of the "number of factors" that will determine the consideration to be
paid to Lonza other than whether the Company enters into further agreements with
Lonza;
•the amount of any upfront or execution payments received or paid;
•the aggregate amounts paid or received to date under the agreement, if any;
•the aggregate amounts of any future potential milestone payments to be paid or
received; and
•the royalties and royalty term.
            You may contact Christie Wong at 202-551-3684 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Conlon Danberg at 202-551-4466 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 November 4, 2022 Page 3
 FirstName LastName
Verender  Badial
JATT Acquisition Corp
November 4, 2022
Page 3
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

    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

October 25, 2022

    Division of Corporation Finance

    Office
    of Life Sciences

    U.S. Securities & Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

Attention: Mr. Conlon Danberg and Ms. Celeste
Murphy

 Re: JATT Acquisition
                                            Corp

    Amendment No. 1 to Registration Statement
                                            on Form S-4 Filed on

    September 20, 2022

    File No. 333-267005

Dear Mr. Danberg and Ms. Murphy:

On behalf of our client, JATT Acquisition Corp (the
 “Company”), we hereby provide a response to the comments issued in a letter dated October 4, 2022 (the “Staff’s
Letter”) regarding the Company’s Amendment No. 1 to the Registration Statement on Form S-4 that was submitted on
September 30, 2022 (the “Amendment No. 1”).

Concurrently with the submission of this response letter, we are filing, through EDGAR, Amendment No. 2 to the Registration Statement
(“Amendment No. 2”).

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of the Amendment No. 2, 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 paragraph in the Staff’s Letter.

Amendment
No. 1 to Registration Statement on Form S-4 Risk Factors

Risks Related to JATT and the Business Combination, page 88

 1. With a view toward disclosure, please tell us whether your Sponsor is, is controlled by, has any members who are, or has substantial
ties with, a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction,
is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your filing to include risk factor disclosure
that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a target company should the transaction be subject
to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent
you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors,
such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.

Response:
JATT’s original sponsor, JATT Ventures, LP, is a Cayman Islands exempted limited partnership. The sole general partner of the limited
partnership, which controls is activities, is JATT Ventures Ltd., a Cayman Islands exempted company, having as its sole director and
officer, Someit Sidhu, MD. Dr. Sidhu is a citizen of the United Kingdom and resides in
the United Kingdom. A risk factor in response to the Staff’s comment has been added on page 88 of the Amendment No. 2.

Our Focus: Inflammatory Diseases Involving IL7 and TSLP, page 199

 2. We re-issue previous comment 6. We are still unable to read most of the small print included in the graphic under the caption "Figure
1. IL7R and TSLP are linked to numerous immune diseases." Please file an easily legible version of the image or remove it from the
filing.

Response:
In response to the Staff’s comment, we have included an updated version of this image with the text in a larger typeface for the
sake of greater legibility.

License
Agreements Pfizer License, page 219

 3. We re-issue previous comment 8 in part. Please disclose the length of the royalty term under the Pfizer License.

Response:
In response to the Staff’s comment, we respectfully direct the Staff’s attention to the following language found on page 220
of the S-4/A filed with the Commission on September 21, 2022:

The Pfizer License expires upon the expiry of the Royalty Term,
which refers to, with respect to each Product in each country in the Territory, the period commencing on the First Commercial Sale of
such Product in such country and expiring upon the latest to occur of: (a) ten (10) years following the date of First Commercial
Sale of such Product in such country, (b) the expiration of all regulatory or data exclusivity for such Product in such country or
(c) the date upon which the Manufacture, use, sale, offer for sale or importation of such Product in such country would no longer
infringe, but for the license granted herein, a Valid Claim of a Licensed Patent Right. Upon expiry of the Pfizer License, the licenses
granted shall become fully paid-up, royalty-free, perpetual and irrevocable.

Exhibits and Financial Statements Schedules, page II-1

 4. We note that you have removed the placeholder for the exhibit 8.1 tax opinion from the exhibit index. Please clarify if you intend
to file a tax opinion from counsel in connection with the transaction. If not, please provide us with your analysis as to why such an
opinion is not required. Please refer to Item 4(a)(6) of Form S-4, Section III.A of Staff Legal Bulletin 19, and Item 601(b)(8) of
Regulation S-K.

Response:
The tax opinion has been attached as exhibit 8.1.

    2

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

    3

United States securities and exchange commission logo
October 4, 2022
Verender Badial
Chief Financial Officer
JATT Acquisition Corp
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re:JATT Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-4
Filed on September 20, 2022
File No. 333-267005
Dear Verender Badial:
            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 September 2, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risk Factors
Risks Related to JATT and the Business Combination, page 88
1.With a view toward disclosure, please tell us whether your Sponsor is, is controlled by,
has any members who are, or has substantial ties with, a non-U.S. person. Please also tell
us whether anyone or any entity associated with or otherwise involved in the transaction,
is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your
filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 October 4, 2022 Page 2
 FirstName LastName
Verender  Badial
JATT Acquisition Corp
October 4, 2022
Page 2
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
Our Focus: Inflammatory Diseases Involving IL7 and TSLP, page 199
2.We re-issue previous comment 6. We are still unable to read most of the small print
included in the graphic under the caption "Figure 1. IL7R and TSLP are linked to
numerous immune diseases." Please file an easily legible version of the image or remove
it from the filing.
License Agreements
Pfizer License, page 219
3.We re-issue previous comment 8 in part. Please disclose the length of the royalty term
under the Pfizer License.
Exhibits and Financial Statements Schedules, page II-1
4.We note that you have removed the placeholder for the exhibit 8.1 tax opinion from the
exhibit index. Please clarify if you intend to file a tax opinion from counsel in connection
with the transaction. If not, please provide us with your analysis as to why such an opinion
is not required. Please refer to Item 4(a)(6) of Form S-4, Section III.A of Staff Legal
Bulletin 19, and Item 601(b)(8) of Regulation S-K.
            You may contact Christie Wong at 202-551-3684 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Conlon Danberg at 202-551-4466 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

    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

September 20, 2022

    Division of Corporation Finance

    Office
    of Life Sciences

    U.S. Securities & Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

Attention: Mr. Conlon Danberg and Ms. Celeste
Murphy

Re:          JATT Acquisition Corp

Registration Statement on Form S-4 Submitted August 22,
2022

File No. 333-267005

Dear Mr. Danberg and Ms. Murphy:

On behalf of our client, JATT Acquisition Corp
(the “Company”), we hereby provide a response to the comments issued in a letter dated September 2, 2022 (the “Staff’s
Letter”) regarding the Company’s Registration Statement on Form S-4 that was submitted on August 22, 2022 (the “Draft
Registration Statement”).

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of the Draft Registration Statement, 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 paragraph in the Staff’s Letter.

Registration Statement on Form S-4, filed on August 22,
2022

Questions and Answers About the Business Combination and the Meeting

What happens if a substantial number of public shareholders vote
in favor of the business combination proposal and exercise..., page 10

 1. We note your revised disclosure in response to previous comment 4. Please expand the new "Additional Dilution Sources"
section to also show the number of shares and percentage ownership for each of the JATT Public Shareholders, JATT Initial Shareholders,
PIPE Investor, FPA Investors and Zura Holdco Shareholders under each of the three full-dilution scenarios. Please also show the Total
Shares at the Closing and Total Equity Value Post-Redemption.

Response:
We acknowledge the Staff’s comment and revised the disclosures on page 4.

Page 2

The Parties to the Business Combination Zura, page 23

 2. We note your revised disclosure in response to previous comment 7 and re-issue the comment in part. Please expand on the statement
that "Zura plans to start a randomized phase 2 study in AA by the end of the year 2023" by providing the current status of this
study, including whether Zura has made an IND submission with the FDA. Additionally, we note your response to previous comment 8 that
specific additional indications are yet to be determined. Please state this in the prospectus to balance the disclosure that you will
look to start phase 2 trials in these additional indications in late 2023 and beyond.

Response:
We have revised the disclosure on page 25 of the Registration Statement to address the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial Information, page 161

 3. We note your response to previous comment 18 and the revised disclosures on page 163. Please state how you determined the
share price of the stock and stock options.

    Response: The Company has revised the disclosure on page 177 and removed the table on page 178 of
                              the Registration Statement to address the Staff’s comment.

 4. We note your response to previous comment 20. As previously requested, reconcile the difference between adjustment (i)'s balance
of $139,597 and the $139,497 Class A ordinary shares subject to possible redemption on the balance sheet at June 30, 2022.

Response:

The $139,597,000 is the carrying value of
the Investments held in Trust Account as of June 30, 2022.  The $139,497,000 is the carrying value of the Class A Ordinary
Shares Subject to Possible Redemption (the “Public Shares”) at June 30, 2022.  The Company recognizes changes in
redemption value of the Public Shares in accordance with ASC 480-10-S99-3A, paragraph 15(b), by adjusting the carrying value of the Public
Shares to equal the redemption value at the end of each reporting period.  This method views the end of the reporting period as if
it were also the redemption date for the Public Shares.

In order to determine the redemption value
of the Public Shares at the end of each reporting period, the Company calculates the carrying value as the funds held in the Trust Account
as of the balance sheet date net of: 1) cumulative franchise tax expense, net of reimbursements received to date from Trust, 2) cumulative
current income tax expenses, net of reimbursements received to-date from Trust, and 3) liquidation expenses not to exceed $100,000, as
stipulated in the Trust Agreement, to the extent that the sum of 1), 2) and 3) do not exceed cumulative interest earned in the Trust account.
Being a Cayman entity, only 3) is currently applicable for the Company.

Based on the above, the difference between
the carrying value of the Investments held in Trust Account as of June 30, 2022 and the carrying value of the Public Shares as of
June 30, 2022 results from the $100,000 of dissolution expenses used in calculating the redemption value of the Public Shares at
June 30, 2022. The measurement objective in applying ASC 480-10-S99-3A, paragraph 15(b) at each balance sheet date is to measure
a complete liquidation of the Trust and distribution of the assets held in the Trust on that date.  Redemption upon a business combination
does not provide for the deduction of liquidation expenses and, therefore, the redemption value in the Unaudited Pro Forma Condensed Combined
Financial Information is based on the carrying value of the Investments held in Trust Account as of June 30, 2022.

Page 3

 5. We note your response to previous comment 22. Your disclosures on page 170
                                            indicate you excluded warrants from the computation of net loss per share because of their
                                            anti-dilutive effect. Please revise to also state the share amount of any dilutive outstanding
                                            warrants.

Response: The Company has revised the disclosure
on page 186 of the Registration Statement to address the Staff’s comment.

Our Focus: Inflammatory Diseases Involving IL7 and TSLP, page 182

 6. We note the revised graphics included in response to previous comment 24 and re-issue the comment in part. We are still unable
to read some of the text in the graphic included under the caption "Figure 1. IL7R and TSLP are linked to numerous immune diseases."
Please include a legible copy of this image or remove it from the Registration Statement.

Response:
We have included a revised diagram on page 198 of the Registration Statement to address the Staff’s comment.

ZB-168 for the Treatment of Alopecia Areata Epidemiology, page 198

 7. We note your response to previous comment 27. Please tell us whether you commissioned the report for use in connection with this
Registration Statement. If so, please file the consent of the report's authors as an exhibit.

Response:
In response to the Staff’s comment, we respectfully note that we did not commission this report. It was published independently
by a third party and is publicly available to the public at no charge. As we mentioned in our previous response, the report can be viewed
at https://www.prnewswire.com/news-releases/global-alopecia-market-size-to-reach-usd-13-80-billion-in-2028--says-reports-and-data-301500078.html.

Page 4

License Agreements Pfizer License, page 203

 8. We note your revised disclosure in response to previous comment 29. It appears you have removed the descriptions of the aggregate
development milestone payments, aggregate sales milestone payments, royalty term, the length of the period during which you are subject
to a potential transaction payment and the length of the period during which Pfizer will maintain certain intellectual property rights
from this section. It also appears that the royalty rate was only included in the description of the Pfizer license agreement contained
in the financial statements. Please include descriptions of these material terms in the section of the prospectus describing the Pfizer
License Agreement rather than referring to the financial statements.

Response: We
have revised the disclosure on pages 60, 61, 218, 219, 224, and 277 of the Registration Statement to address the Staff’s
comment.

License Agreements Lonza License, page 204

 9. Please revise your description of the Lonza License Agreement to include a complete description of each parties' material rights
and obligations, including:

 ● a
                                            description of the "number of factors" that will determine the consideration to
                                            be paid to Lonza other than whether the Company enters into manufacturing agreements with
                                            Lonza;

 ● the duration of the agreement;

 ● the amount of any upfront or execution payments received or paid;

 ● the aggregate amounts paid or received to date under the agreement, if any;

 ● the aggregate amounts of any future potential milestone payments to be paid or received;

 ● the royalty term; and

 ● the termination provisions.

Response:
In response to the Staff’s comment, we respectfully note that the Lonza License Agreement does not provide for any upfront or
execution payments or milestone payments, and that no payments have yet been made under the Lonza License. We will include an
updated disclosure regarding the Lonza License Agreement in a subsequent amendment to the Registration Statement.

Liquidity and Capital Resources Capital Requirements,
page 213

 10. We re-issue previous comment 31. Please disclose the sources you intend to use to make milestone payments to Pfizer prior to the
time at which you are able to generate sufficient revenue, if any, from commercial sales of any of your product candidates. If material,
please discuss the risk that payment of these milestone payment may impact your ability to fund development of your product candidate.

Response: We have revised the disclosure on
page 227 of the Registration Statement to address the Staff’s comment.

Exhibits and Financial Statements Schedules, page II-1

 11. We note your response to previous comment 1 and re-issue the comment in part. Please file the Forward Purchase Agreement as an
exhibit to the Registration Statement.

Response:
We acknowledge the Staff’s comment and have provided the Forward Purchase Agreements as exhibits.

Page 5

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

United States securities and exchange commission logo
September 2, 2022
Verender Badial
Chief Financial Officer
JATT Acquisition Corp
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re:JATT Acquisition Corp
Registration Statement on Form S-4
Filed on August 22, 2022
File No. 333-267005
Dear Mr. Badial:
            We have reviewed your 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.
Registration Statement on Form S-4, filed on August 22, 2022
Questions and Answers About the Business Combination and the Meeting
What happens if a substantial number of public shareholders vote in favor of the business
combination proposal and exercise..., page 10
1.We note your revised disclosure in response to previous comment 4.  Please expand the
new "Additional Dilution Sources" section to also show the number of shares and
percentage ownership for each of the JATT Public Shareholders, JATT Initial
Shareholders, PIPE Investor, FPA Investors and Zura Holdco Shareholders under each of
the three full-dilution scenarios.  Please also show the Total Shares at the Closing
and Total Equity Value Post-Redemption.

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 September 2, 2022 Page 2
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
September 2, 2022
Page 2
The Parties to the Business Combination
Zura, page 23
2.We note your revised disclosure in response to previous comment 7 and re-issue the
comment in part.  Please expand on the statement that "Zura plans to start a randomized
phase 2 study in AA by the end of the year 2023" by providing the current status of this
study, including whether Zura has made an IND submission with the FDA. Additionally,
we note your response to previous comment 8 that specific additional indications are yet
to be determined.  Please state this in the prospectus to balance the disclosure that you will
look to start phase 2 trials in these additional indications in late 2023 and beyond.
Unaudited Pro Forma Condensed Combined Financial Information, page 161
3.We note your response to previous comment 18 and the revised disclosures on page 163.
Please state how you determined the share price of the stock and stock options.
4.We note your response to previous comment 20.  As previously requested, reconcile the
difference between adjustment (i)'s balance of $139,597 and the $139,497 Class A
ordinary shares subject to possible redemption on the balance sheet at June 30, 2022.
5.We note your response to previous comment 22.  Your disclosures on page 170
indicate you excluded warrants from the computation of net loss per share because of their
anti-dilutive effect.  Please revise to also state the share amount of any dilutive
outstanding warrants.
Our Focus: Inflammatory Diseases Involving IL7 and TSLP, page 182
6.We note the revised graphics included in response to previous comment 24 and re-issue
the comment in part.  We are still unable to read some of the text in the graphic included
under the caption "Figure 1. IL7R and TSLP are linked to numerous immune diseases."
Please include a legible copy of this image or remove it from the Registration Statement.
ZB-168 for the Treatment of Alopecia Areata
Epidemiology, page 198
7.We note your response to previous comment 27.  Please tell us whether you
commissioned the report for use in connection with this Registration Statement.  If so,
please file the consent of the report's authors as an exhibit.

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 September 2, 2022 Page 3
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
September 2, 2022
Page 3
License Agreements
Pfizer License, page 203
8.We note your revised disclosure in response to previous comment 29.  It appears you have
removed the descriptions of the aggregate development milestone payments, aggregate
sales milestone payments, royalty term, the length of the period during which you are
subject to a potential transaction payment and the length of the period during which Pfizer
will maintain certain intellectual property rights from this section.  It also appears that the
royalty rate was only included in the description of the Pfizer license agreement contained
in the financial statements.  Please include descriptions of these material terms in the
section of the prospectus describing the Pfizer License Agreement rather than referring to
the financial statements.
License Agreements
Lonza License, page 204
9.Please revise your description of the Lonza License Agreement to include a complete
description of each parties' material rights and obligations, including:
•a description of the "number of factors" that will determine the consideration to be
paid to Lonza other than whether the Company enters into manufacturing agreements
with Lonza;
•the duration of the agreement;
•the amount of any upfront or execution payments received or paid;
•the aggregate amounts paid or received to date under the agreement, if any;
•the aggregate amounts of any future potential milestone payments to be paid or
received;
•the royalty term; and
•the termination provisions.
Liquidity and Capital Resources
Capital Requirements, page 213
10.We re-issue previous comment 31.  Please disclose the sources you intend to use to make
milestone payments to Pfizer prior to the time at which you are able to generate sufficient
revenue, if any, from commercial sales of any of your product candidates.  If material,
please discuss the risk that payment of these milestone payment may impact your ability
to fund development of your product candidate.
Exhibits and Financial Statements Schedules, page II-1
11.We note your response to previous comment 1 and re-issue the comment in part.  Please
file the Forward Purchase Agreement as an exhibit to the Registration Statement.

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 September 2, 2022 Page 4
 FirstName LastName
Verender  Badial
JATT Acquisition Corp
September 2, 2022
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Christie Wong at 202-551-3684 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Conlon Danberg at 202-551-4466 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

    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

August 19, 2022

    Division of Corporation Finance

    Office of Life Sciences

    U.S. Securities & Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

Attention: Mr. Conlon Danberg and Ms. Celeste
Murphy

    Re:
    JATT Acquisition Corp

    Draft Registration Statement on Form S-4 Submitted July 6, 2022

    CIK No. 0001855644

Dear Mr. Danberg and Ms. Murphy:

On behalf of our client, JATT Acquisition Corp
(the “Company”), we hereby provide a response to the comments issued in a letter dated August 3, 2022 (the “Staff’s
Letter”) regarding the Company’s Draft Registration Statement on Form S-4 that was confidentially submitted by the Company
on July 6, 2022 (the “Draft Registration Statement”).

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of the Draft Registration Statement, 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 paragraph in the Staff’s Letter.

Draft Registration Statement on Form S-4 Submitted July 6,
2022 Cover Page

 1. Please revise your description of the Subscription Agreement entered into on June 16, 2022 to identify the name of the PIPE
Investor and revise the description of the Forward Purchase Agreement entered into on January 27, 2022 to identify the name of the
FPA Investors. Additionally, please file the Subscription Agreement and Forward Purchase Agreement as exhibits to the Registration Statement.

Response:
We acknowledge the Staff’s comment and revised the disclosures on the cover page

 2. Please file the Sponsor Forfeiture Agreement as an exhibit to the Registration Statement. Additionally, please expand on the description
of the share forfeiture as being on “a sliding scale ranging from 1% to 70%” to include or specifically reference the schedules
contained in Exhibit A to the Sponsor Forfeiture Agreement.

Response:
We acknowledge the Staff’s comment and revised the disclosure on the cover page and
pages 3, 10, 35 and 123 and have filed the Sponsor Forfeiture Agreement as Exhibit 10.18 to the Registration Statement.

Frequently Used Terms, page 1

 3. Please include the definition of “Exchange Ratio” in the prospectus rather than referring readers to the definition
included in the Business Combination Agreement.

Response:
We acknowledge the Staff’s comment and revised the disclosure on page 1.

Questions and Answers About the Business Combination and the Meeting

What happens if a substantial number of public shareholders vote
in favor of the business combination proposal and exercise..., page 8

 4. We refer to your disclosure here and on pages 31 and 115 that the sensitivity table “sets forth the potential additional
dilutive impact of each of the Additional Dilution Sources in each redemption scenario” and that “[i]ncreasing levels of redemption
will increase the dilutive effects of these issuances on non-redeeming shareholders.” Please define the term “Additional Dilution
Sources” and ensure that the sensitivity table discloses all possible sources and extent of dilution that shareholders who elect
not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant
source of dilution, including the amount of equity held by founders and convertible securities, including warrants, retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions. In this regard,
we note that the current table appears to assume no dilution from any Public Warrants, Private Placement Warrants, New JATT Options, Holdco
Options, or conversion of working capital loans.

Response:
We acknowledge the Staff’s comment and revised the disclosures on pages 10,
35 and 122.

 5. It appears that the underwriting fees of Raymond James in the IPO remain constant and are not adjusted based on redemptions. Please
revise your disclosure to provide the effective underwriting fee on a percentage basis for shares at each redemption level presented in
your sensitivity analysis related to dilution.

Response:
We acknowledge the Staff’s comment and revised the disclosures on pages 11, 36 and 123.

Questions and Answers About the Business Combination and the
Meeting

Do
any of JATT’s directors or officers have interests that may conflict with my interests with respect to the
Business Combination?, page 10

 6. We note your disclosure that the Sponsor agreed to loan you “an aggregate of up to” $300,000
in working capital loans to cover expenses related to the Business Combination pursuant to a promissory note and that the Sponsor has
informed you that it intends to convert the loan into 300,000 warrants on the same terms as the Private Placement Warrants. Please revise
your disclosure here and elsewhere in the prospectus to state the amount of working capital loans currently outstanding.

Response:
In response to the Staff’s comment the company advises that page 12 now reflects that
the Sponsor has not yet decided whether to be repaid in cash or convert into working capital warrants. The disclosures regarding outstanding
working capital loan balance have been revised on pages 12, 23, 31, 92, 120, 188, 259, 266 and 271.

      2

The Parties to the Business Combination Zura, page 21

 7. Please balance and expand on your disclosure regarding Zura to:

 ● state that Zura was recently formed on January 18, 2022 and that it has not conducted any clinical tests itself, nor have
any clinical tests been conducted during the period since its inception;

 ● state that Zura does not have any product candidates approved for sale and has not generated any revenue from product sales to
date;

 ● note that the publicly reported clinical data regarding ZB-168 in patients with an autoimmune disease was not conducted in patients
with your lead indication; and

 ● provide the current status of the planned randomized phase 2 study in AA, including whether Zura has made an IND submission with
the FDA.

Response:
The Company has revised the disclosure on page 24 of the Registration Statement to address the Staff’s comment.

 8. We note your disclosure here and on page 185 that “[b]eyond AA, Zura continues to explore additional indications, and
looks to start these phase 2 trials in 2023 and beyond.” Please state the specific indications that are being explored and provide
the current status of the planned phase 2 trials for these indications.

Response:
In response to the Staff’s comment, the Company respectfully notes that the specific indications are yet to be determined. The Company
plans to begin the phase 2 trials before the end of 2023. The Company has revised the disclosure on page 193 of the Registration
Statement to address the Staff’s comment.

Risks Related to Zura's Limited Operating History, Financial Condition
and Capital Requirements

If we are unable to raise capital when needed, or on acceptable
terms, we may be forced to delay, reduce and/or eliminate..., page 39

 9. We refer to your disclosure here that based on your current operating plan, you believe “[y]our existing cash, cash equivalents
and short-term marketable securities, will be sufficient to fund [y]our operations through 2024, after giving effect to the anticipated
net proceeds from the Business Combination and PIPE Financing” and your disclosure on page 215 that based on your current business
plans, you believe that “the anticipated net proceeds from the Proposed Business Combination will enable [you] to fund [y]our operating
expenses and capital requirements through at least the next twelve months.” Please reconcile these disclosures. Additionally, please
indicate how far into the development of ZB-168 you anticipate you will be able to reach after the Proposed Business Combination based
on your current operating plan. In this regard, we note your disclosure on page 103 that “Zura will require additional capital
to complete the research and development and potential commercialization of its treatments and asset acquisitions.”

Response: The Company anticipates that the proceeds
of the Business Combination will suffice to fund operations through 2024. By that time we expect to have the results of at least one phase
2 study. The Company has revised the disclosure on pages 45, 109 and 225 of the Registration Statement to address the Staff’s
comment.

      3

Risks Related to Zura's Intellectual Property

We depend on license agreement with Pfizer to permit us to use certain
patents, know-how and technology..., page 54

 10. We note your disclosure here that your obligation to pay Pfizer a multi-million dollar transaction completion payment does not
apply to “any business combination where [y]our securities are listed on a stock exchange (e.g., a transaction with a special purpose
acquisition company).” Please clearly indicate whether you expect the proposed business combination with Zura to fall within this
carve out. If material, please discuss any risk associated with the possibility that the business combination will be completed but the
securities of New JATT will not be successfully listed on NYSE or another stock exchange.

Response:
The Business Combination is expected to fall within this carve out. To address the Staff’s comment, the Company has revised the
disclosure on page 59 of the Registration Statement, as well as the risk factor on page 84 of the Registration Statement pertaining
to the risks associated with NYSE delisting.

Risks Related to JATT and the Business Combination, page 80

 11. Please disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than
an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to
liability for any material misstatements or omissions in a registration statement.

Response:
We acknowledge the Staff’s comment and added an additional risk factor on page 77.

JATT's shareholders will experience immediate dilution as a consequence
of, among other transactions, the issuance of New JATT Class A..., page 88

 12. We note your disclosure that in a no-redemption scenario, "the Sponsor, officers, directors and other holders of founder shares
will retain an ownership interest of approximately 9.0% of New JATT." Please also disclose the Sponsor and its affiliates’
total potential ownership interest in the combined company, assuming exercise and conversion of all securities, including warrants.

Response:
We acknowledge the Staff’s comment and revised the disclosures on the cover page and
on page 95.

Risks Related to JATT and the Business Combination

The Merger may be a taxable event for U.S. Holders of JATT Class A
Ordinary Shares and Warrants., page 89

 13. We refer to your disclosure here and on page 153 that the income tax consequences of the Business Combination will depend
primarily upon whether the Business Combination qualifies as a “reorganization” within the meaning of Section 368 of
the Code. The disclosure states that holders should not recognize gain or less both if the Business Combination qualifies as a reorganization
and if it fails to qualify as a reorganization. Please clarify this disclosure.

Response:
We acknowledge the Staff’s comment and revised the disclosures on the page 95 and 161.

Redemption Rights, page 93

 14. We note your disclosure that “[i]f a substantial number of JATT Class A Ordinary Shares are redeemed, we may not be
able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.” Please expand
on this disclosure to discuss the specific closing conditions you may not be able to meet as a result of a high number of redemptions.
In this regard, we note that elsewhere in the prospectus you appear to suggest that you would still be able to satisfy the $65 million
cash on hand requirement even in a maximum redemption scenario.

Response:
In response to the Staff’s comment, the Company has elected to delete the referenced statement.

      4

Background of the Business Combination, page 96

 15. We note your disclosure that Raymond James acted as sole book-running manager for the IPO, and their underwriting fees consisted
of $2,280,000 paid at the closing of the IPO and $4,010,000 in deferred underwriting fees to be paid at the closing of the business combination.
We also note that Raymond James was engaged as your sole and exclusive financial advisor in connection with the potential business combination
with Zura, including the private placement of securities by JATT in connection therewith. Please tell us, with a view to disclosure, whether
you have received any notice from Raymond James about it ceasing involvement in your transaction and, if so, how that may impact your
transaction or the deferred underwriting compensation owed to Raymond James for the IPO.

Response:
We acknowledge the Staff’s comment and after consultation with Raymond James advise that we
have not had any notice from Raymond James about ceasing involvement in our transaction.

Opinion of Vantage Point, page 104

 16. We refer to your disclosure that “no officer, director, employee or shareholder of Vantage Point Advisors, Inc. shall
be subjected to any personal liability whatsoever to any person, nor will any such claim be asserted by or on behalf of you or your affiliates.”
Please remove this statement or, if true, revise it so that it is clear the language is a quotation from the Vantage Point fairness opinion
and is not intended as a statement regarding the rights of shareholders.

Response:
We acknowledge the Staff’s comment and revised the disclosure on page 111.

Unaudited Pro Forma Condensed Combined Financial Information, page 168

 17. Please present the historical basic and diluted per share amounts on the face of the pro forma condensed combined statement of
operations as required by Rule 11-02 of Regulation S-X.

Response:
The Company has revised the disclosure on page 173 of the Registration Statement to address the Staff’s comment.

 18. We note on page 169 that the merger consideration will be in an aggregate value of $165 million. Please present the components
of total consideration transferred and how they are measured.

Response:
The Company has revised the disclosure on page 174 of the Registration Statement to address the Staff’s comment.

 19. Please disclose whether there are any tax effects on the pro forma adjustments. Refer to paragraph b(5) of Rule 11-02.

Response:
The Company has revised the disclosure on page 174 of the Registration Statement to address the Staff’s comment.

 20. Please reconcile adjustment (i)'s balance of $139,415,000 with the total "Class A ordinary shares subject to possible
redemption" on the March 31, 2022 balance sheet of $139,380,000.

Response:
The Company has revised the disclosure on page 174 of the Registration Statement to address the Staff’s comment.

      5

 21. With respect to adjustment (bb), we note in adjustment (h) that approximately $3 million of public warrants are classified
to equity. Please reconcile the difference or revise.

Response:
The Company has revised the disclosure on page 174 of the Registration Statement to address the Staff’s comment.

 22. Please state the share amount of any dilutive outstanding securities that were excluded from the computation of pro forma net loss
per share because of their anti-dilutive effect. You indicated throughout the filing that you have unexercised stock options.

Response:
The Compan

United States securities and exchange commission logo
August 3, 2022
Verender Badial
Chief Financial Officer
JATT Acquisition Corp
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re:JATT Acquisition Corp
Draft Registration Statement on Form S-4
Submitted July 6, 2022
CIK No. 0001855644
Dear Mr. Badial:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4 Submitted July 6, 2022
Cover Page
1.Please revise your description of the Subscription Agreement entered into on June 16,
2022 to identify the name of the PIPE Investor and revise the description of the Forward
Purchase Agreement entered into on January 27, 2022 to identify the name of the FPA
Investors. Additionally, please file the Subscription Agreement and Forward Purchase
Agreement as exhibits to the Registration Statement.
2.Please file the Sponsor Forfeiture Agreement as an exhibit to the Registration Statement.
Additionally, please expand on the description of the share forfeiture as being on “a

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 August 3, 2022 Page 2
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
August 3, 2022
Page 2
sliding scale ranging from 1% to 70%” to include or specifically reference the schedules
contained in Exhibit A to the Sponsor Forfeiture Agreement.
Frequently Used Terms, page 1
3.Please include the definition of “Exchange Ratio” in the prospectus rather than referring
readers to the definition included in the Business Combination Agreement.
Questions and Answers About the Business Combination and the Meeting
What happens if a substantial number of public shareholders vote in favor of the business
combination proposal and exercise..., page 8
4.We refer to your disclosure here and on pages 31 and 115 that the sensitivity table “sets
forth the potential additional dilutive impact of each of the Additional Dilution Sources in
each redemption scenario” and that “[i]ncreasing levels of redemption will increase the
dilutive effects of these issuances on non-redeeming shareholders.” Please define the term
“Additional Dilution Sources” and ensure that the sensitivity table discloses all possible
sources and extent of dilution that shareholders who elect not to redeem their shares may
experience in connection with the business combination. Provide disclosure of the impact
of each significant source of dilution, including the amount of equity held by founders
and convertible securities, including warrants, retained by redeeming shareholders, at each
of the redemption levels detailed in your sensitivity analysis, including any needed
assumptions. In this regard, we note that the current table appears to assume no dilution
from any Public Warrants, Private Placement Warrants, New JATT Options, Holdco
Options, or conversion of working capital loans.
5.It appears that the underwriting fees of Raymond James in the IPO remain constant and
are not adjusted based on redemptions. Please revise your disclosure to provide the
effective underwriting fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis related to dilution.
Questions and Answers About the Business Combination and the Meeting
Do any of JATT’s directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 10
6.We note your disclosure that the Sponsor agreed to loan you “an aggregate of up to”
$300,000 in working capital loans to cover expenses related to the Business Combination
pursuant to a promissory note and that the Sponsor has informed you that it intends to
convert the loan into 300,000 warrants on the same terms as the Private Placement
Warrants. Please revise your disclosure here and elsewhere in the prospectus to state the
amount of working capital loans currently outstanding.
The Parties to the Business Combination
Zura, page 21
7.Please balance and expand on your disclosure regarding Zura to:

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 August 3, 2022 Page 3
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
August 3, 2022
Page 3
•state that Zura was recently formed on January 18, 2022 and that it has not conducted
any clinical tests itself, nor have any clinical tests been conducted during the period
since its inception;
•state that Zura does not have any product candidates approved for sale and has not
generated any revenue from product sales to date;
•note that the publicly reported clinical data regarding ZB-168 in patients with an
autoimmune disease was not conducted in patients with your lead indication; and
•provide the current status of the planned randomized phase 2 study in AA, including
whether Zura has made an IND submission with the FDA.
8.We note your disclosure here and on page 185 that “[b]eyond AA, Zura continues to
explore additional indications, and looks to start these phase 2 trials in 2023 and beyond.”
Please state the specific indications that are being explored and provide the current status
of the planned phase 2 trials for these indications.
Risks Related to Zura's Limited Operating History, Financial Condition and Capital
Requirements
If we are unable to raise capital when needed, or on acceptable terms, we may be forced to delay,
reduce and/or eliminate..., page 39
9.We refer to your disclosure here that based on your current operating plan, you believe
“[y]our existing cash, cash equivalents and short-term marketable securities, will be
sufficient to fund [y]our operations through 2024, after giving effect to the anticipated net
proceeds from the Business Combination and PIPE Financing” and your disclosure on
page 215 that based on your current business plans, you believe that “the anticipated net
proceeds from the Proposed Business Combination will enable [you] to fund [y]our
operating expenses and capital requirements through at least the next twelve months.”
Please reconcile these disclosures. Additionally, please indicate how far into the
development of ZB-168 you anticipate you will be able to reach after the Proposed
Business Combination based on your current operating plan. In this regard, we note your
disclosure on page 103 that “Zura will require additional capital to complete the research
and development and potential commercialization of its treatments and asset acquisitions.”
Risks Related to Zura's Intellectual Property
We depend on license agreement with Pfizer to permit us to use certain patents, know-how and
technology..., page 54
10.We note your disclosure here that your obligation to pay Pfizer a multi-million dollar
transaction completion payment does not apply to “any business combination where
[y]our securities are listed on a stock exchange (e.g., a transaction with a special purpose
acquisition company).”  Please clearly indicate whether you expect the proposed business
combination with Zura to fall within this carve out.  If material, please discuss any risk
associated with the possibility that the business combination will be completed but the
securities of New JATT will not be successfully listed on NYSE or another stock

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 August 3, 2022 Page 4
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
August 3, 2022
Page 4
exchange.
Risks Related to JATT and the Business Combination, page 80
11.Please disclose the material risks to unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering. These risks could
include the absence of due diligence conducted by an underwriter that would be subject to
liability for any material misstatements or omissions in a registration statement.
JATT's shareholders will experience immediate dilution as a consequence of, among other
transactions, the issuance of New JATT Class A..., page 88
12.We note your disclosure that in a no-redemption scenario, "the Sponsor, officers, directors
and other holders of founder shares will retain an ownership interest of approximately
9.0% of New JATT." Please also disclose the Sponsor and its affiliates’ total potential
ownership interest in the combined company, assuming exercise and conversion of all
securities, including warrants.
Risks Related to JATT and the Business Combination
The Merger may be a taxable event for U.S. Holders of JATT Class A Ordinary Shares and
Warrants., page 89
13.We refer to your disclosure here and on page 153 that the income tax consequences of the
Business Combination will depend primarily upon whether the Business Combination
qualifies as a “reorganization” within the meaning of Section 368 of the Code. The
disclosure states that holders should not recognize gain or less both if the Business
Combination qualifies as a reorganization and if it fails to qualify as a reorganization.
Please clarify this disclosure.
Redemption Rights, page 93
14.We note your disclosure that “[i]f a substantial number of JATT Class A Ordinary Shares
are redeemed, we may not be able to meet certain closing conditions, and as a result,
would not be able to proceed with the Business Combination.” Please expand on this
disclosure to discuss the specific closing conditions you may not be able to meet as a
result of a high number of redemptions. In this regard, we note that elsewhere in the
prospectus you appear to suggest that you would still be able to satisfy the $65 million
cash on hand requirement even in a maximum redemption scenario.
Background of the Business Combination, page 96
15.We note your disclosure that Raymond James acted as sole book-running manager for the
IPO, and their underwriting fees consisted of $2,280,000 paid at the closing of the IPO
and $4,010,000 in deferred underwriting fees to be paid at the closing of the business
combination. We also note that Raymond James was engaged as your sole and exclusive
financial advisor in connection with the potential business combination with Zura,

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 August 3, 2022 Page 5
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
August 3, 2022
Page 5
including the private placement of securities by JATT in connection therewith. Please tell
us, with a view to disclosure, whether you have received any notice from Raymond James
about it ceasing involvement in your transaction and, if so, how that may impact your
transaction or the deferred underwriting compensation owed to Raymond James for the
IPO.
Opinion of Vantage Point, page 104
16.We refer to your disclosure that “no officer, director, employee or shareholder of Vantage
Point Advisors, Inc. shall be subjected to any personal liability whatsoever to any person,
nor will any such claim be asserted by or on behalf of you or your affiliates.” Please
remove this statement or, if true, revise it so that it is clear the language is a quotation
from the Vantage Point fairness opinion and is not intended as a statement regarding the
rights of shareholders.
Unaudited Pro Forma Condensed Combined Financial Information, page 168
17.Please present the historical basic and diluted per share amounts on the face of the pro
forma condensed combined statement of operations as required by Rule 11-02 of
Regulation S-X.
18.We note on page 169 that the merger consideration will be in an aggregate value of $165
million.  Please present the components of total consideration transferred and how they
are measured.
19.Please disclose whether there are any tax effects on the pro forma adjustments. Refer to
paragraph b(5) of Rule 11-02.
20.Please reconcile adjustment (i)'s balance of $139,415,000 with the total "Class A ordinary
shares subject to possible redemption" on the March 31, 2022 balance sheet of
$139,380,000.
21.With respect to adjustment (bb), we note in adjustment (h) that approximately $3 million
of public warrants are classified to equity. Please reconcile the difference or revise.
22.Please state the share amount of any dilutive outstanding securities that were excluded
from the computation of pro forma net loss per share because of their anti-dilutive effect.
You indicated throughout the filing that you have unexercised stock options.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
JATT
Results of Operations , page 182
23.Please discuss the results of operations for the period from March 10, 2021 (inception)
through December 31, 2021 and for the three months ended March 31, 2022.

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 August 3, 2022 Page 6
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
August 3, 2022
Page 6
Our Focus: Inflammatory Diseases Involving IL7 and TSLP, page 187
24.We note that the graphic included on this page, as well as the graphics included on pages
189, 192, 198 and 199, are difficult to read. In your next amendment, please include
higher resolution copies of these images or otherwise ensure the information contained in
the graphics is easily legible.
Clinical Development to Date, page 190
25.Please revise your descriptions of the three clinical studies of ZB-168 conducted by Pfizer
to include the endpoints of each study.
Resolution of the FDA Clinical Hold, page 200
26.We refer to your statement that there were certain "conditions/requirements" in connection
with the FDA lifting the clinical hold. Please disclose whether or not you will be required
to comply with any of these conditions or requirements in connection with your planned
clinical trials.
ZB-168 for the Treatment of Alopecia Areata
Epidemiology, page 201
27.We note your statement that "[t]he global market for treatments for alopecia is expected to
grow at a CAGR of 5.1% during the period 2022-2028 to reach a size of $13.8 billion in
2028." Please discuss any material assumptions underlying these projections.
IL7 and TSLPs role in AA, page 204
28.Please note determinations with respect to safety and efficacy are within the sole authority
of the FDA, EMA or equivalent foreign regulator. Please revise your registration
statement to remove statements relating to safety and efficacy in instances where you have
not yet received full approval for your product candidates. For example, we note your
statements on page 204 that "[t]argeting the IL7R is expected to have a distinct mode of
action compared to other biological inhibitors and potentially safer than other inhibitors
that target multiple intracellular signaling molecules, like JAK inhibitors" and that
"[t]argeting IL7R may have a significant safety advantage over JAK inhibitors, a drug
class that comes with a black box warning."
License Agreement, page 212
29.Please revise your description of the Pfizer License Agreement to include a description of
the termination provisions under the agreement and to provide the royalty terms and the
royalty rates under the agreement.

 FirstName LastNameVerender  Badial
 Comapany NameJATT Acquisition Corp
 August 3, 2022 Page 7
 FirstName LastNameVerender  Badial
JATT Acquisition Corp
August 3, 2022
Page 7
Components of Results of Operations
Operating Expenses
Research and Development Expenses, page 213
30.We re

CORRESP
1
filename1.htm

July 8, 2021

VIA EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Ms. Sonia Bednarowski and Mr. John Dana Brown

Re: JATT Acquisition Corp

  Registration Statement on Form S-1

  Filed June 15, 2021, as amended

  File
No. 333-257120

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the other underwriters, hereby
join in the request of JATT Acquisition Corp that the effective date of the above-referenced registration statement be accelerated so
as to permit it to become effective at 4:00 p.m. Eastern time on Tuesday, July 13, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advise that as of the date hereof, approximately 550 copies of the preliminary prospectus dated July 6,
2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

Each of the undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

    Very truly yours,

    RAYMOND JAMES & ASSOCIATES, INC.

    By:
     /s/ Richard Mandery

    Name:
     Richard Mandery

    Title:
    Managing Director

    As representative of the underwriters

CORRESP
1
filename1.htm

JATT Acquisition Corp

c/o Maples Corporate Services Limited,

PO Box 309, Ugland House,

Grand Cayman, KY1-1104, Cayman Islands

July 8, 2021

VIA EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Ms. Sonia Bednarowski and Mr. John Dana Brown

RE: JATT Acquisition Corp (the “Company”)

Registration Statement on Form S-1

(File No. 333-257120) (the “Registration Statement”)

Dear Ms. Bednarowski and Mr. Brown:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:00 p.m. on July13, 2021, or as soon thereafter as practicable.

The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

 · The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

[Signature page follows]

    Very truly yours,

    JATT ACQUISITION CORP

    By:
    /s/ Someit Sidhu

    Name:
    Someit Sidhu, MD

    Title:
    Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

Via Edgar

June 15, 2021

Division of Corporation Finance
 U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Ben Phippen and Michael Volley

Re: JATT Acquisition Corp.

Draft Registration Statement on Form
S-1 Submitted April 8, 2021

CIK No. 0001855644

Dear Messrs. Phippen and Volley:

On behalf of our client, JATT Acquisition Corp
(the “Company”), we hereby provide a response to the comments issued in a letter dated May 5, 2021 (the “Staff’s
Letter”) regarding the Company’s Draft Registration Statement on Form S-1 that was confidentially submitted by the Company
on April8, 2021 (the “Draft Registration Statement”).

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of the Draft Registration Statement, 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 paragraph in the Staff’s Letter.

Draft Registration Statement on Form S-1
Summary of Risk Factors, page 26

1. In the last bullet point on page 27, we
note that you have identified exclusive forum provisions in your amended and restated memorandum and articles of association as a risk
factor. Please describe this provision in your risk factors section and in your description of securities section. Disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over
all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision
applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce
such provision. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that
the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings
that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

Response: The bullet on page 27 has been
removed and the disclosure in the risk factors and description of securities section has been revised in accordance with the Staff’s
comment.

Risk Factors, page 28

2. Please add a risk factor describing the
risk that the low acquisition cost of the founder shares creates an incentive whereby your officers and directors could potentially make
a substantial profit even if you select an acquisition target that is unprofitable for public investors.

Response: An additional risk factor has
been added on page 28 in accordance with the Staff’s comment.

Risks Relating to Our Securities

Our warrant agreement will designate the
courts of the State of New York, page 61

3. We note that the exclusive forum provision
in your warrant agreement applies to actions arising under the Securities Act. Please ensure that the exclusive forum provision in the
warrant agreement clearly states that it does not apply to actions arising under the Exchange Act, or tell us how you will inform investors
in future filings that the provision does not apply to any actions arising under the Exchange Act.

Response: The disclosure on page 61 in
the risk factors section has been revised in accordance with the Staff’s comment.

Certain Relationships and Related Party
Transactions, page 115

4. Please disclose here and in your summary
section the price per share and the aggregate cost of the 4,312,500 founder shares your sponsor purchased in March 2021.

Response: The disclosure on page 115 and
in the summary section has been revised in accordance with the Staff’s comment.

Signatures, page 152

5. Please revise your signature block to indicate
that it will be signed by at least a majority of the board of directors or persons performing similar functions. In addition, please have
the registration statement signed by an authorized representative in the United States.

Response: The board members who are nominees
have signed Consents to serve in that capacity, which Consents are now attached as exhibits. Accordingly, in accordance with the Staff’s
comment, the signature blocks have revised to have the appointed directors and the authorized representative in the United States sign.

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

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

United States securities and exchange commission logo
May 5, 2021
Someit Sidhu
Chief Executive Officer
JATT Acquisition Corp.
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re:JATT Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted April 8, 2021
CIK No. 0001855644
Dear Dr. Sidhu :
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Summary of Risk Factors, page 26
1.In the last bullet point on page 27, we note that you have identified exclusive forum
provisions in your amended and restated memorandum and articles of association as a risk
factor.  Please describe this provision in your risk factors section and in your description
of securities section.  Disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and

 FirstName LastNameSomeit Sidhu
 Comapany NameJATT Acquisition Corp.
 May 5, 2021 Page 2
 FirstName LastName
Someit Sidhu
JATT Acquisition Corp.
May 5, 2021
Page 2
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision.  If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
Risk Factors, page 28
2.Please add a risk factor describing the risk that the low acquisition cost of the founder
shares creates an incentive whereby your officers and directors could potentially make a
substantial profit even if you select an acquisition target that is unprofitable for public
investors.
Risks Relating to Our Securities
Our warrant agreement will designate the courts of the State of New York, page 61
3.We note that the exclusive forum provision in your warrant agreement applies to actions
arising under the Securities Act.  Please ensure that the exclusive forum provision in the
warrant agreement clearly states that it does not apply to actions arising under the
Exchange Act, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Exchange Act.
Certain Relationships and Related Party Transactions, page 115
4.Please disclose here and in your summary section the price per share and the aggregate
cost of the 4,312,500 founder shares your sponsor purchased in March 2021.
Signatures, page 152
5.Please revise your signature block to indicate that it will be signed by at least a majority of
the board of directors or persons performing similar functions.  In addition, please have
the registration statement signed by an authorized representative in the United States.
            You may contact Ben Phippen at 202-551-3697 or Michael Volley at 202-551-3437 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance