JATT Acquisition Corp

Tendering and consenting are bundled: a holder may not consent without tendering and may not tender without consenting. The Warrant Amendment would let Zura Bio require every warrant still outstanding after the offer to be exchanged at 0.27 shares, which the filing describes as a ratio 10% less than the offer. Holders of about 40.7% of the public warrants and 65.3% of the private placement warrants are already committed under a tender and support agreement, leaving roughly a further 9.3% of the public warrants to carry the amendment. The offer expires at 11:59 p.m. Eastern on August 8, 2024.

The structure runs through a holding company that does not yet exist: Holdco is to be established as a new holding company of Zura and to become a party to the agreement before the closing, and it is Holdco's shares — not Zura's — that are cancelled for New JATT Class A Ordinary Shares at the Exchange Ratio. Eight amendments to the registration statement and three amendments to the agreement in, the extraordinary general meeting is still set for a blank day in March 2023 at 10:00 a.m. Eastern Time, so no redemption deadline can be computed.

The registered amount of 16,053,700 ordinary shares is the ceiling on issuance and is settled at this version. The timing is not: the extraordinary general meeting is set for a blank day in March 2023 at 10:00 a.m. Eastern Time, and the physical location is given as the offices of Loeb & Loeb LLP in New York solely for the purposes of the existing memorandum and articles of association even though the meeting runs by live webcast. Options over Zura capital are exchanged for options over New JATT Class A Ordinary Shares at the Exchange Ratio.

Nothing a shareholder votes on changed, and the proxy statement/prospectus is not in this document — a reader looking here for the terms of the Zura Bio transaction will not find them. What the exhibit index does record is the pace of renegotiation: the Business Combination Agreement dated June 16, 2022 carries a First Amendment dated September 20, 2022, a Second Amendment dated November 14, 2022 and a Third Amendment dated January 13, 2023, the last first filed as an exhibit to a Form 8-K filed on January 19, 2023.

The registered amount of 16,053,700 ordinary shares is settled at this version, so a JATT shareholder can size the dilution five amendments in. The extraordinary general meeting is set for a blank day in March 2023 at 10:00 a.m. Eastern Time and conducted by live webcast, with the offices of Loeb & Loeb LLP in New York named as the physical location only to satisfy the existing memorandum and articles of association. Nothing in the document fixes a redemption deadline.

The registered amount moves in later amendments to this same registration statement, so 16,057,000 is this version's figure rather than a settled one. The business combination agreement had been amended twice by this point and was amended again afterwards. The extraordinary general meeting is set for a blank day in March 2023 at 10:00 a.m. Eastern Time, run by live webcast, with the offices of Loeb & Loeb LLP named as the physical location only to satisfy the existing memorandum and articles of association.

The registered amount of 16,057,000 ordinary shares is the ceiling on issuance at this version. Holdco's shares, not Zura's, are what get cancelled for New JATT Class A Ordinary Shares at the Exchange Ratio — and Holdco does not exist yet, being established and joined to the agreement only before the closing. The meeting line still prints the year 2022 while its date, time and location are all blank, so nothing in this version fixes a redemption deadline.

The sponsor's promote is indexed to redemptions: under the Sponsor Forfeiture Agreement it gives up between 1% and 70% of its private placement warrants — up to 4,137,000 of the 5,910,000 it bought for $5,910,000 at $1.00 each — depending on how many public shareholders redeem. Committed outside money is $50 million: a $20,000,000 PIPE for 2,000,000 shares at $10.00 and a $30,000,000 forward purchase by the Athanor funds for 3,000,000 shares. Assuming no redemptions, public holders take about 36.0%, Zura shareholders 41.9%, founders 9.0%, the FPA investors 7.9% and the PIPE investor 5.2%.

The sponsor's promote is indexed to redemptions in this version already: under the Sponsor Forfeiture Agreement it gives up between 1% and 70% of its private placement warrants, up to 4,137,000 of the 5,910,000 it bought for $5,910,000 at $1.00 each, depending on how many public shareholders redeem. Committed outside money is $50 million — a $20,000,000 PIPE for 2,000,000 shares at $10.00 and a $30,000,000 forward purchase by the Athanor funds for 3,000,000 shares. Assuming no redemptions, public holders take about 36.0%, Zura shareholders 41.9%, founders 9.0%, the FPA investors 7.9%.

Total consideration to Holdco securityholders is New JATT Class A Ordinary Shares, or options over them, with an aggregate value of $165 million: 16,057,000 JATT Class A Ordinary Shares plus 443,000 options issued in exchange for outstanding Holdco options. Each Holdco share is cancelled for a number of New JATT Class A Ordinary Shares equal to the Exchange Ratio, which this cover does not state as a number. Each JATT unit separates into one Class A ordinary share and one-half of a warrant, and the then-outstanding Class B ordinary shares convert automatically.

What changed: Zura Bio reported Q2 2026 results: cash of $205.1M as of June 30, 2026 (up from $109.4M at YE 2025), with enrollment complete in both Phase 2 tibulizumab studies (TibuSHIELD: 247 participants; TibuSURE: 91 participants) and a third indication (PMR) planned by year-end 2026. R&D expenses rose to $20.7M from $8.7M YoY, with a net loss of $26.3M ($0.21/share). Why it matters: The company has sufficient cash to fund operations through at least end of 2028, with key clinical catalysts upcoming: TibuSHIELD topline data expected Q4 2026 and TibuSURE data expected H1 2027. Share count increased to 95.4M Class A shares outstanding from 73.7M at YE 2025, reflecting significant equity issuance.

What changed: The 10-Q filed under Commission file number 001-40598 is that of Zura Bio Limited (Nasdaq: ZURA) for the quarter ended June 30, 2026, with 95,829,137 Class A ordinary shares outstanding as of August 11, 2026. Why it matters: A company with 95.8 million shares outstanding states on its own cover pages that it has completed no clinical trials and has nothing approved — the entire value proposition is future financing and future data. The condensed consolidated financial statements are not in the portion read here.

What changed: Zura Bio Ltd. (Nasdaq: ZURA), the JATT Acquisition Corp successor, furnished a corporate overview presentation dated July 2026. The captured text is the forward-looking statements disclaimer, identifying the topics the deck addresses: clinical development plans, the design, conduct, enrolment and timing of trials, expected milestones and data readouts, the safety, efficacy and commercial potential of product candidates, market opportunities, and cash resources and projected runway. Why it matters: The disclaimer inventory is itself informative for a clinical-stage de-SPAC: the deck addresses projected cash runway alongside trial timing, which are the two variables that determine whether former ZURA holders face a financing before the next readout. The substantive figures are in the slides rather than the captured text, so this summary cannot state the runway or the milestone dates — confidence is reduced accordingly and the exhibit itself should be consulted.