Form SC 13G - Statement of Beneficial Ownership by Certain Investors
14 Novembre 2024 - 10:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
ZURA BIO LIMITED
(Name
of Issuer)
Class A Ordinary
Shares, par value $0.0001 per share
(Title
of Class of Securities)
G9TY5A101
(CUSIP
Number)
September 30, 2024
(Date
of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule 13d-1(b)
¨
Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
| 1 |
Names
of reporting persons |
| ADAR1
Capital Management, LLC |
| 2 |
Check
the appropriate box if a member of a group (see instructions) |
(a) ¨
(b) x |
| 3 |
SEC
use only |
| |
| 4 |
Citizenship
or place of organization |
| Texas |
Number
of
shares
beneficially
owned by each
reporting
person with: |
5 |
Sole
voting power |
| 0 |
| 6 |
Shared
voting power |
3,332,835(1) |
| 7 |
Sole
dispositive power |
| 0 |
| 8 |
Shared
dispositive power |
| 3,332,835(1) |
| 9 |
Aggregate
amount beneficially owned by each reporting person |
| 3,332,835 |
| 10 |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
| ¨ |
| 11 |
Percent
of class represented by amount in Row (9) |
| 5.10%(2) |
| 12 |
Type
of reporting person (see instructions) |
| OO |
| (1) |
Includes
(i) 2,959,155 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) held by
ADAR1 Partners, LP, and (ii) 373,680 shares of Class A Ordinary Shares held by Spearhead Insurance Solutions IDF, LLC as
of November 5, 2024. As the investment manager of ADAR1 Partners, LP and as the sub-advisor of Spearhead Insurance Solutions IDF,
LLC, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead
Insurance Solutions IDF, LLC. |
| (2) |
Based
on 65,293,530 shares of Class A Ordinary Shares of ZURA BIO LIMITED (the “Issuer”) outstanding as of November 4,
2024 reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed
with the SEC on November 7, 2024. |
| 1 |
Names
of reporting persons |
| ADAR1
Capital Management GP, LLC |
| 2 |
Check
the appropriate box if a member of a group (see instructions) |
(a) ¨
(b) x |
| 3 |
SEC
use only |
| |
| 4 |
Citizenship
or place of organization |
| Texas |
Number
of
shares
beneficially
owned by each reporting
person with: |
5 |
Sole
voting power |
| 0 |
| 6 |
Shared
voting power |
| 2,959,155(1) |
| 7 |
Sole
dispositive power |
| 0 |
| 8 |
Shared
dispositive power |
| 2,959,155(1) |
| 9 |
Aggregate
amount beneficially owned by each reporting person |
| 2,959,155 |
| 10 |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
| ¨ |
| 11 |
Percent
of class represented by amount in Row (9) |
| 4.53%(2) |
| 12 |
Type
of reporting person (see instructions) |
| OO |
| (1) |
Includes
2,959,155 shares of Class A Ordinary Shares directly held by ADAR1 Partners, LP as of November 5, 2024. As the general partner of ADAR1 Partners, LP,
ADAR1 Capital Management GP, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP. |
| (2) |
Based
on 65,293,530 shares of Class A Ordinary Shares of the Issuer outstanding as of November 4, 2024 reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on November 7,
2024. |
| 1 |
Names
of reporting persons |
| Daniel
Schneeberger |
| 2 |
Check
the appropriate box if a member of a group (see instructions) |
(a) ¨
(b) x |
| 3 |
SEC
use only |
| |
| 4 |
Citizenship
or place of organization |
| Switzerland |
Number
of
shares
beneficially
owned by each reporting
person with: |
5 |
Sole
voting power |
| 0 |
| 6 |
Shared
voting power |
| 3,332,835(1) |
| 7 |
Sole
dispositive power |
| 0 |
| 8 |
Shared
dispositive power |
| 3,332,835(1) |
| 9 |
Aggregate
amount beneficially owned by each reporting person |
| 3,332,835 |
| 10 |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
| ¨ |
| 11 |
Percent
of class represented by amount in Row (9) |
| 5.10%(2) |
| 12 |
Type
of reporting person (see instructions) |
| IN |
| (1) |
Includes
(i) 2,959,155 shares of Class A Ordinary Shares held by ADAR1 Partners, LP, and (ii) 373,680 shares of Class A
Ordinary Shares held by Spearhead Insurance Solutions IDF, LLC as of November 5, 2024. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital
Management GP, LLC, Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and
Spearhead Insurance Solutions IDF, LLC. |
| (2) |
Based
on 65,293,530 shares of Class A Ordinary Shares of the Issuer outstanding as of November 4, 2024 reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on November 7,
2024. |
| Item 1(a) |
Name of
issuer: |
ZURA BIO LIMITED
| Item 1(b) |
Address
of issuer’s principal executive offices: |
1489 W. Warm Springs Rd. #110, Henderson, NV 89014
| Item
2(a) |
Name
of person filing: |
This Schedule is being filed
on behalf of each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
| |
(i) |
ADAR1 Capital Management, LLC (“ADAR1
Capital Management”); |
| |
(ii) |
ADAR1 Capital Management GP, LLC (“ADAR1 General
Partner”); and |
| |
(iii) |
Daniel Schneeberger (“Mr. Schneeberger”). |
| Item 2(b) |
Address
or principal business office or, if none, residence: |
The address of the principal business office of
each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
| |
(i) |
ADAR1 Capital Management is a Texas
limited liability company; |
| |
(ii) |
ADAR1 General Partner is a Texas limited liability
company; and |
| |
(iii) |
Mr. Schneeberger is a citizen of Switzerland. |
| Item 2(d) |
Title of
Class of Securities: |
Class A Ordinary Shares, par value
$0.0001 per share
G9TY5A101
| Item 3. |
If this
statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| |
(a) |
¨ Broker or dealer registered under Section 15
of the Act (15 U.S.C. 78o); |
| |
|
|
| |
(b) |
¨ Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c); |
| |
|
|
| |
(c) |
¨ Insurance company defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c); |
| |
|
|
| |
(d) |
¨ Investment company registered under Section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
|
|
| |
(e) |
x An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E); |
| |
(f) |
¨ An employee benefit plan or endowment fund in
accordance with § 240.13d-1(b)(1)(ii)(F); |
| |
|
|
| |
(g) |
x A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G); |
| |
|
|
| |
(h) |
¨ A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
| |
(i) |
¨ A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| |
|
|
| |
(j) |
¨ A non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J); |
| |
|
|
| |
(k) |
¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ______________.
Item
4. Ownership
ADAR1 Capital Management, LLC
| Amount
beneficially owned: | |
| 3,332,835 | |
| Percent of class: | |
| 5.10 | % |
| Number of shares as
to which the Reporting Person has: | |
| | |
| Sole power to vote
or direct the vote: | |
| 0 | |
| Shared power to vote
or direct the vote: | |
| 3,332,835 | |
| Sole power to dispose
or direct the disposition of: | |
| 0 | |
| Shared power to dispose
or direct the disposition of: | |
| 3,332,835 | |
ADAR1 Capital Management GP, LLC
| Amount
beneficially owned: | |
| 2,959,155 | |
| Percent of class: | |
| 4.53 | % |
| Number of shares as
to which the Reporting Person has: | |
| | |
| Sole power to vote
or direct the vote: | |
| 0 | |
| Shared power to vote
or direct the vote: | |
| 2,959,155 | |
| Sole power to dispose
or direct the disposition of: | |
| 0 | |
| Shared power to dispose
or direct the disposition of: | |
| 2,959,155 | |
Daniel Schneeberger
| Amount
beneficially owned: | |
| 3,332,835 | |
| Percent of class: | |
| 5.10 | % |
| Number of shares as
to which the Reporting Person has: | |
| | |
| Sole power to vote
or direct the vote: | |
| 0 | |
| Shared power to vote
or direct the vote: | |
| 3,332,835 | |
| Sole power to dispose
or direct the disposition of: | |
| 0 | |
| Shared power to dispose
or direct the disposition of: | |
| 3,332,835 | |
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
Not applicable.
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. |
Identification
and Classification of Members of the Group. |
Not applicable.
| Item 9. |
Notice of
Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 14, 2024
| |
ADAR1 CAPITAL MANAGEMENT, LLC |
| |
|
| |
/s/ Daniel Schneeberger |
| |
Daniel Schneeberger |
| |
Manager |
| |
|
| |
ADAR1 CAPITAL MANAGEMENT GP, LLC |
| |
|
| |
/s/ Daniel Schneeberger |
| |
Daniel Schneeberger |
| |
Manager |
| |
|
| |
/s/ Daniel Schneeberger |
| |
Daniel Schneeberger, in
his individual capacity |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement
on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares, par value $0.0001 per share of ZURA BIO
LIMITED, a Cayman Islands corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint
filings.
In evidence thereof, the
undersigned, being duly authorized, have executed this Joint Filing Agreement as of November 14, 2024.
| |
ADAR1 CAPITAL MANAGEMENT, LLC |
| |
|
| |
/s/ Daniel Schneeberger |
| |
Daniel Schneeberger |
| |
Manager |
| |
|
| |
ADAR1 CAPITAL MANAGEMENT GP, LLC |
| |
|
| |
/s/ Daniel Schneeberger |
| |
Daniel Schneeberger |
| |
Manager |
| |
|
| |
/s/ Daniel Schneeberger |
| |
Daniel Schneeberger, in
his individual capacity |
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