Filed Pursuant to Rule
424(b)(7)
Registration No. 333-272628
PROSPECTUS SUPPLEMENT NO. 2
(To prospectus dated September 14, 2023)
Zura Bio Limited
Resale of 30,251,124
Class A Ordinary Shares
Resale of 3,782,000
Pre-Funded Warrants to Purchase Class A Ordinary Shares
Resale of 5,910,000
private placement warrants to Purchase Class A Ordinary Shares
Issuance and Resale
of up to 3,782,000 Class A Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants
Issuance and Resale
of up to 5,910,000 Class A Ordinary Shares upon the exercise of the private placement warrants
Issuance of up to 6,899,996
Class A Ordinary Shares upon the exercise of Public Warrants
This
prospectus supplement updates and amends the selling securityholders (each, a “selling securityholder” and collectively, the
“selling securityholders”) information contained in the prospectus dated September 14, 2023 (the “Prospectus”),
which forms a part of the Registration Statement on Form S-1 (File No. 333-272628) of Zura Bio Limited (the “Company”, “we”,
“our” or “us”), and relates to (i) up to 30,251,124 Class A Ordinary Shares of Zura Bio Limited (“Zura”),
a Cayman Islands exempted company, par value $0.0001 per share (“Class A Ordinary Shares”), (ii) 5,910,000 warrants (the “private
placement warrants”) originally issued in a private placement in connection with the JATT Acquisition Corp (“JATT”)
initial public offering, (iii) 5,910,000 Class A Ordinary Shares underlying the private placement warrants, (iv) 3,782,000 pre-funded
warrants to purchase Class A Ordinary Shares (“Pre-Funded Warrants”), and (v) 3,782,000 Class A Ordinary Shares underlying
the Pre-Funded Warrants.
This
prospectus supplement is being filed solely for the purpose of updating the selling securityholders of certain private placement warrants
as listed below.
This
prospectus supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any amendments
or supplements thereto.
Investing
in our securities involves a high degree of risk. Before investing in our securities, you should carefully consider the risks and uncertainties
described under the caption “Risk Factors” beginning on page 10 of the Prospectus and under similar headings in the documents
incorporated by reference herein and therein.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus
supplement is May 31, 2024.
SELLING SECURITYHOLDERS
The
following information, presented as of May 31, 2024, is being provided to update the selling securityholder table in the Prospectus to
register 4,248,319 private placement warrants owned by certain selling securityholders below. Where the name of a selling securityholder
identified in the table below also appears in the Selling Secuityholders table in the Prospectus, the information set forth in the table
below regarding that selling securityholder supersedes and replaces the information regarding such selling securityholder in the Prospectus.
| | |
Warrants to Purchase Ordinary Shares | |
| Name of Selling Securityholder | |
Number
Beneficially Owned Prior to
Offering | | |
Number
Registered for
Sale Hereby | | |
Number
Beneficially
Owned
After Offering | | |
Percentage Beneficially Owned After Offering(2) | |
| AIMCO (1) | |
| 95,850 | | |
| 95,850 | | |
| - | | |
| - | |
| HB Strategies LLC (2) | |
| 78,933 | | |
| 78,933 | | |
| - | | |
| - | |
| Hudson Bay Capital Structure (3) | |
| 16,917 | | |
| 16,917 | | |
| - | | |
| - | |
| Schenkel Family One LLC (4) | |
| 87,900 | | |
| 87,900 | | |
| - | | |
| - | |
| Magnetar Capital Master Fund, Ltd (5) | |
| 18,019 | | |
| 18,019 | | |
| - | | |
| - | |
| Magnetar Constellation Fund II, Ltd (6) | |
| 1,982 | | |
| 1,982 | | |
| - | | |
| - | |
| Magnetar Constellation Master Fund, Ltd (7) | |
| 6,307 | | |
| 6,307 | | |
| - | | |
| - | |
| Magnetar Lake Credit Fund LLC (8) | |
| 1,964 | | |
| 1,964 | | |
| - | | |
| - | |
| Magnetar SC Fund Ltd (9) | |
| 1,568 | | |
| 1,568 | | |
| - | | |
| - | |
| Magnetar Structured Credit Fund, LP (10) | |
| 2,252 | | |
| 2,252 | | |
| - | | |
| - | |
| Magnetar Xing He Master Fund Ltd (11) | |
| 2,433 | | |
| 2,433 | | |
| - | | |
| - | |
| Meteora Capital Partners (12) | |
| 71,888 | | |
| 71,888 | | |
| - | | |
| - | |
| Purpose Alternative Credit Fund - T LLC (13) | |
| 396 | | |
| 396 | | |
| - | | |
| - | |
| Purpose Alternative Credit Fund Ltd (14) | |
| 1,117 | | |
| 1,117 | | |
| - | | |
| - | |
| Verender Badial (15) | |
| 420,519 | | |
| 420,519 | | |
| - | | |
| - | |
| JATT Ventures, L.P. (16) | |
| 2,783,701 | | |
| 2,783,701 | | |
| - | | |
| - | |
| Someit Sidhu (17) | |
| 656,573 | | |
| 656,573 | | |
| - | | |
| - | |
| Total | |
| 4,248,319 | | |
| 4,248,319 | | |
| - | | |
| - | |
(1) Consists of 95,850 private placement warrants.
(2) Consists of 78,933 private placement warrants.
(3) Consists of 16,917 private placement warrants.
(4) Consists of 87,900 private placement warrants.
(5) Consists of 18,019 private placement
warrants.
(6) Consists of 1,982 private placement warrants.
(7) Consists of 6,307 private placement warrants.
(8) Consists
of 1,964 private placement warrants.
(9) Consists of 1,568 private placement warrants.
(10) Consists of 2,252 private placement
warrants.
(11) Consists of 2,433 private placement warrants.
(12) Consists of 71,888 private placement warrants.
(13) Consists of 396 private placement warrants.
(14) Consists of 1,117 private
placement warrants.
(15) Consists of 420,519 private placement warrants.
(16) Consists of 2,783,701 private placement warrants.
(17) Consists
of 656,573 private placement warrants.
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