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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following summary unaudited pro forma condensed combined financial information (the "Summary Pro Forma Information") presents the combination of th

Key Takeaway: Zura Bio Limited has released its unaudited pro forma condensed combined financial information following its business combination with JATT Acquisition Corp. This financial data reflects the historical financial performance of both companies, showcasing total expenses and net loss figures for the nine months ended September 30, 2022, as well as the period ended March 31, 2022. The combined statement indicates that JATT is treated as the acquired company while Zura remains the acquirer for accounting purposes. This forms a crucial part of understanding the financial landscape post-business combination.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
The following summary unaudited pro forma condensed
combined financial information (the "Summary Pro Forma Information") presents the combination of the financial information
of JATT and Zura after giving effect to the transactions contemplated by the Business Combination Agreement, including the Business Combination,
and related adjustments further described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information."
Selected Unaudited Pro Forma Condensed Combined Statement of Operations - Nine Months Ended September 30, 2022 Pro Forma Combined (in thousands, except share and per share data)
Total expenses $ 11,842
Operating loss (11,842 )
Net loss $ (9,924 )
Basic and diluted net loss per share $ (0.34 )
Basic and diluted weighted average shares outstanding 29,037,831
Selected Unaudited Pro Forma Condensed Combined
Statement of Operations - Period Ended March 31, 2022
Total expenses $ 28,628
Operating loss (28,628 )
Net loss attributable to common shareholders $ (33,818 )
Basic and diluted net loss per share $ (1.16 )
Basic and diluted weighted average shares outstanding 29,037,831
Selected Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of September 30, 2022
Total assets $ 46,429
Total liabilities $ 2,575
Temporary equity $ 22,500
Total shareholders' equity $ 21,354
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
. As used in this unaudited pro forma condensed combined financial
information, "Zura" refers to Zura Bio Limited, a company incorporated under the laws of England and Wales, and "JATT"
refers to JATT Acquisition Corp prior to the Business Combination.
The unaudited pro forma condensed combined financial
information has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial
information of JATT and Zura, adjusted to give effect to the Business Combination and the other events contemplated by the Business Combination
Agreement. Unless otherwise indicated or the context otherwise requires, references to the "Combined Company" refer to Zura
Bio Limited (formerly JATT Acquisition Corp), a Cayman Islands exempted company, and its consolidated subsidiaries after giving effect
to the Business Combination.
The unaudited pro forma condensed combined balance
sheet as of September 30, 2022, combines the historical balance sheet of JATT as of September 30, 2022, and the historical balance
sheet of Zura as of September 30, 2022, on a pro forma basis as if the Business Combination and the other events contemplated by
the Business Combination Agreement had been consummated on September 30, 2022. The unaudited pro forma condensed combined statement
of operations for the fiscal year ended March 31, 2022, combines the historical statement of operations of JATT for the period from
March 10, 2021 (inception) through December 31, 2021 and the historical statements of operation of Zura for the period from
January 18, 2022 (inception) through March 31, 2022 and the unaudited pro forma condensed combined statement of operations for
the nine months ended September 30, 2022, combines the historical statement of operations of JATT for the nine months ended September 30,
2022 and the historical statement of operations of Zura for the period from January 18, 2022 (inception) through March 31, 2022
combined with the six months ended September 30, 2022 on a pro forma basis as if the Business Combination and the other events contemplated
by the Business Combination Agreement had been consummated on April 1, 2021, the beginning of the earliest period presented.
The historical statement of operations of Zura
for the period from January 18, 2022 (inception) through March 31, 2022, including its most significant transaction, research
and development expense - license acquired of $7.5 million, is included the unaudited pro forma condensed combined statement of
operations for both the year ended March 31, 2022 and the nine months ended September 30, 2022.
The unaudited pro forma condensed combined financial
information and accompanying notes have been derived from and should be read in conjunction with:
The unaudited pro forma condensed combined financial
information should also be read together with the sections of the JATT 2021 10-K, the JATT 2022 10-Q, the financial statements of Zura
as of and for the period ended March 31, 2022, the financial statements of Zura as of and for the six months ended September 30,
2022 and the section of the proxy statement/prospectus entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations," as well as other financial information included elsewhere in the proxy statement/prospectus.
Combination Agreement
On June 16, 2022, JATT entered into a Business
Combination Agreement, as amended on September 20, 2022, November 14, 2022, and January 13, 2023 (as it may be amended,
supplemented or otherwise modified from time to time), by and among JATT, JATT Merger Sub, JATT Merger Sub 2, Holdco (to become a party
before Closing, as described below) and Zura.
Pursuant to the Business Combination Agreement,
(a) before the closing of the Business Combination, Holdco was established as a new holding company of Zura and became a party to
the Business Combination Agreement; and (b) on the Closing, in sequential order: (i) Merger Sub merged with and into Holdco,
with Holdco continuing as the surviving company and a wholly owned subsidiary of JATT; (ii) immediately following the Merger, Holdco
merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company and a wholly owned subsidiary of JATT; and (iii) JATT
changed its name to "Zura Bio Limited".
In connection with the Business Combination, the
cash held in the Trust Account after giving effect to any redemption of shares by JATT's public shareholders will be used to pay
certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes.
Combination Consideration
Upon the consummation of the Business Combination,
(i) each outstanding Holdco ordinary share as of immediately prior to the Effective Time was cancelled in exchange for the right
to receive a number of New JATT Class A Ordinary Shares equal to the Exchange Ratio and (ii) each option to purchase Holdco
ordinary shares that was then outstanding was converted into the right to receive an option relating to the New JATT Class A Ordinary
Shares upon substantially the same terms and conditions as were in effect with respect to such option immediately prior to the Effective
Time (each, a "New JATT Option") except that (y) such New JATT Option relates to that whole number of New JATT
Class A Ordinary Shares (rounded to the nearest whole share) equal to the number of Holdco ordinary shares subject to such option,
multiplied by the Exchange Ratio, and (z) the exercise price per share for each such New JATT Class A Ordinary Share equals
the exercise price per Holdco share of such option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (rounded
to the nearest full cent).
The total merger consideration received by securityholders
of Holdco at the Closing was the issue of (or grant of options to purchase) New JATT Class A Ordinary Shares with an aggregate value
equal to approximately $165 million, comprised of 16,053,700 shares of New JATT Class A Ordinary Shares and 446,300 New JATT Options,
each multiplied by the redemption value of $10.
for the Business Combination
The Business Combination is accounted for as a
recapitalization in accordance with GAAP. Under this method of accounting, JATT is treated as the acquired company and Zura is treated
as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Combined Company
represent a continuation of the financial statements of Zura, with the Business Combination treated as the equivalent of Zura issuing
stock for the net assets of JATT, accompanied by a recapitalization. The net assets of JATT are stated at historical cost, with no goodwill
or other intangible assets recorded. Operations prior to the Business Combination are those of Zura. Zura has been determined to be the
accounting acquirer based on an evaluation of the following facts and circumstances:
Upon the Business Combination, the purchase consideration
will be recorded as a credit to shareholders' equity and a debit to net assets. The purchase consideration amounts to $160.6 million
(16,053,700 shares of New JATT Class A Ordinary Shares multiplied by the redemption value of $10 which approximates fair value).
The 446,300 New JATT Options will continue to be recorded as stock-based compensation over the remaining pre-combination service period
of the options to purchase Holdco ordinary shares, as the fair value of the New JATT Options approximates the fair value of the options
to purchase Holdco ordinary shares that will be exchanged for New JATT Options.
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial
information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed
combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding
of the Combined Company upon consummation of the Business Combination and the other events contemplated by the Business Combination Agreement
in accordance with GAAP.
Assumptions and estimates underlying the unaudited
pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying
notes. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily
indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the
dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings.
Any cash proceeds remaining after the consummation of the Business Combination and the other events contemplated by the Business Combination
Agreement are expected to be used for general corporate purposes. Further, the unaudited pro forma condensed combined financial information
does not purport to project the future operating results or financial position of the Combined Company following the consummation of the
Business Combination. The unaudited pro forma adjustments represent management's estimates based on information available as of
the date of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes
available and analyses are performed. JATT and Zura have not had any historical relationship prior to the transactions discussed in this
Prospectus. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Frequently Asked Questions

What is the total net loss for the nine months ended September 30, 2022?

The total net loss for this period is $9,924,000.

What are the total assets as of September 30, 2022?

The total assets amount to $46,429,000.

What significant event occurred on June 16, 2022?

On this date, JATT entered into a Business Combination Agreement.

How were Holdco ordinary shares treated post-business combination?

They were cancelled in exchange for New JATT Class A Ordinary Shares.

What does the Business Combination mean for the companies involved?

It signifies a recapitalization where JATT is acquired by Zura for accounting purposes.

Last updated: Mar 24, 2023