| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
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ZURA BIO LIMITED (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G9TY5A101 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G9TY5A101 |
| 1 | Names of Reporting Persons ADAR1 Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization TEXAS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,077,251.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.18 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Includes (i) 1,578,787 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") held by ADAR1 Partners, LP, and (ii) 498,464 shares of Class A Ordinary Shares held by Spearhead Insurance Solutions IDF, LLC. As the investment manager of ADAR1 Partners, LP and 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.
SCHEDULE 13G |
| CUSIP No. | G9TY5A101 |
| 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) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization TEXAS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,578,787.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.42 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Includes 1,578,787 shares of Class A Ordinary Shares directly held by ADAR1 Partners, LP. 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.
SCHEDULE 13G |
| CUSIP No. | G9TY5A101 |
| 1 | Names of Reporting Persons Daniel Schneeberger | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SWITZERLAND | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,077,251.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.18 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Includes (i) 1,578,787 shares of Class A Ordinary Shares held by ADAR1 Partners, LP, and (ii) 498,464 shares of Class A Ordinary Shares held by Spearhead Insurance Solutions IDF, LLC. 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.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: ZURA BIO LIMITED | |
| (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"). | |
| (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. | |
| (c) | Citizenship: (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. | |
| (d) | Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.: 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 as 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) | 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) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations 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 of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | |
| (b) | Percent of class: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the
vote: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 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
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| SIGNATURE | |
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. |
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