Zura Bio Completes Merger with Limelight Bio

TL;DR

Zura Bio + Limelight Bio = New Zura Bio (ZURA) on Nasdaq. Deal closed 7/12.

AI Summary

On July 12, 2024, Zura Bio Ltd. filed an 8-K report detailing the closing of its business combination with Limelight Bio, Inc. The transaction, which was previously announced, resulted in the combined entity being renamed Zura Bio Ltd. and will trade under the ticker symbol 'ZURA' on the Nasdaq Capital Market.

Why It Matters

This merger creates a new entity focused on developing novel therapies, potentially impacting the biotechnology investment landscape and the future availability of new treatments.

Risk Assessment

Risk Level: medium — Mergers and acquisitions inherently carry integration risks and the success of the combined entity depends on future product development and market acceptance.

Key Players & Entities

• Zura Bio Ltd. (company) — Registrant and combined entity
• Limelight Bio, Inc. (company) — Company merged with Zura Bio
• July 12, 2024 (date) — Date of the reported event
• Nasdaq Capital Market (company) — Exchange where the combined entity will trade
• ZURA (company) — Ticker symbol for the combined entity

FAQ

Key Financial Figures

• $0.0001 — ed Class A Ordinary Shares, par value $0.0001 per share ZURA The Nasdaq Stock Mar
• $11.50 — able for one Class A ordinary share for $11.50 per share ZURAW The Nasdaq Stock Ma

Filing Documents

• tm2418822d1_8k.htm (8-K) — 37KB
• tm2418822d1_ex99-1.htm (EX-99.1) — 17KB
• tm2418822d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-079351.txt ( ) — 284KB
• zura-20240712.xsd (EX-101.SCH) — 3KB
• zura-20240712_def.xml (EX-101.DEF) — 26KB
• zura-20240712_lab.xml (EX-101.LAB) — 36KB
• zura-20240712_pre.xml (EX-101.PRE) — 25KB
• tm2418822d1_8k_htm.xml (XML) — 5KB

01. Other Events

Item 8.01. Other Events. On July 12, 2024, Zura Bio Limited , a Cayman Islands exempted company (the "Company"), announced the commencement of an exchange offer (the "Offer") and consent solicitation (the "Consent Solicitation") relating to its outstanding (i) public warrants that were issued in connection with its initial public offering to purchase Class A ordinary shares of the Company, par value $0.0001 per share (the "Class A ordinary shares"), which warrants trade on The Nasdaq Capital Market under the symbol "ZURAW" (the "public warrants"), and (ii) private placement warrants that were issued in connection with its initial public offering to purchase Class A ordinary shares (the "private placement warrants" and, together with the public warrants, the "IPO warrants"). The Company is offering to all holders of the IPO warrants the opportunity to receive 0.30 Class A ordinary shares in exchange for each outstanding IPO warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company is also soliciting consents from holders of the IPO warrants to amend that certain warrant agreement, dated as of July 16, 2021, by and between the Company (as successor to JATT Acquisition Corp, our predecessor and a Cayman Islands exempted company ("JATT")) and Continental Stock Transfer & Trust Company ("CST"), as warrant agent (the "Warrant Agreement") to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.27 Class A ordinary shares, which is a ratio 10% less than the exchange ratio applicable to the Offer. Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least a majority of the outstanding public warrants and a majority of the outstanding private placement warrants. The Offer and Consent Solicitation are being made pursuant to a prospectus/offer to exchange, dat

Forward-looking statements speak only as of the

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. We do not give any assurance that we will achieve our expectations.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release, dated July 12, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 12, 2024 ZURA BIO LIMITED By: /s/ Kim Davis Name: Kim Davis Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR