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As filed with the Securities and Exchange Commission\non October 27, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ZURA BIO LIMITED

(Exact name of registrant as specified in its\ncharter)

\n \n \n \n \n

Cayman Islands

(State or other jurisdiction of
\n incorporation or
\n organization)

2834

(Primary Standard Industrial
\n Classification Code Number)

98-1725736

(I.R.S. Employer Identification
\n Number)

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

Tel: (702) 825-9872

(Address, including zip code, and telephone\nnumber, including area code, of registrant’s principal executive offices)

Sandeep Kulkarni

Chief Executive Officer

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

Tel: (702) 825-9872

(Name, address, including zip code, and telephone\nnumber, including area code, of agent for service)

Copies to:

\n \n \n \n

Sarah K. Sellers

Brandon Fenn

Mark Ballantyne

Alexander Gefter

Cooley LLP

55 Hudson Yards

New York, NY 10001

Tel: (212) 479-6000

Sandeep Kulkarni

Chief Executive Officer

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

Tel: (702) 825-9872

From time to time after the effective date of\nthis Registration Statement

(Approximate date of commencement of proposed\nsale to the public)

If\nthe only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please\ncheck the following box. ¨

If\nany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415\nunder the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment\nplans, check the following box. x

If\nthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,\nplease check the following box and list the Securities Act registration statement number of the earlier effective registration statement\nfor the same offering. ¨

If\nthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box\nand list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If\nthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become\neffective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the\nfollowing box. ¨

If\nthis Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register\nadditional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following\nbox. ¨

Indicate by check mark whether\nthe registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging\ngrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting\ncompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

\n \n \n \n \n \n \n \n \n \n

Large\n accelerated filer ¨	Accelerated\n filer ¨
Non-accelerated\n filer x	Smaller reporting\n company x
	Emerging growth\n company x

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

The Registrant hereby amends this Registration\nStatement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that\nspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the\nSecurities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange\nCommission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement\ncontains the following documents:

a base prospectus which covers the offering,\nissuance and sale by us of up to a maximum aggregate offering price of $700,000,000 of ordinary shares, preference shares, debt securities,\nwarrants and/or units from time to time in one or more offerings; and

a sales agreement prospectus covering the offering,\nissuance and sale by us of up to a maximum aggregate offering price of $114,044,900 of our Class A ordinary shares, par value $0.0001\nper share (“Class A Ordinary Shares”), that may be issued and sold under a sales agreement, dated September 3, 2024,\nas amended on October 27, 2026, with Leerink Partners LLC (the “Sales Agreement”).

The base prospectus immediately\nfollows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus other than the shares\nunder the Sales Agreement will be specified in a prospectus supplement to the base prospectus. The specific terms of the securities to\nbe issued and sold under the Sales Agreement are specified in the sales agreement prospectus that immediately follows the base prospectus.\nAs of the date of this base prospectus, we had issued and sold Class A Ordinary Shares having an aggregate offering price of $10,955,100\npursuant to the Sales Agreement and a prior sales agreement prospectus. Accordingly, we may offer and sell Class A Ordinary Shares\nhaving an aggregate offering price of up to $114,044,900 pursuant to the sales agreement prospectus that immediately follows the base\nprospectus. The $114,044,900 of Class A Ordinary Shares that may be offered, issued and sold under the sales agreement prospectus\nis included in the $700,000,000 of securities that may be offered, issued and sold by the registrant under the base prospectus. Upon termination\nof the Sales Agreement, any portion of the $114,044,900 included in the sales agreement prospectus that is not sold pursuant to the Sales\nAgreement will be available for sale in other offerings pursuant to the base prospectus, and if no Class A Ordinary Shares are sold\nunder the Sales Agreement, the full $700,000,000 of securities may be sold in other offerings pursuant to the base prospectus and a corresponding\nprospectus supplement.

The information in this prospectus\nis not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration\nstatement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and\nit is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER\n27, 2026

PROSPECTUS

ZURA BIO LIMITED

$700,000,000

Class A Ordinary Shares

Preferred Shares

Debt Securities

Warrants

Units

From time to time, we may\noffer and sell up to $700,000,000 in the aggregate of our Class A ordinary shares, par value $0.0001 per share (the\n“Class A Ordinary Shares”), preference shares, par value $0.0001 per share (the\n“preference shares”), debt securities, warrants and/or units to purchase any of such securities, described in this\nprospectus, either individually or in combination with other securities or in units, in one or more offerings. We may also offer securities\nas may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any\napplicable antidilution provisions.

This prospectus provides\na general description of the securities we may offer. As may be required, each time we offer and sell securities, we will file a prospectus\nsupplement to this prospectus that contains specific information about the offering and, if applicable, the amounts, prices and terms\nof the securities offered. We may also authorize one or more free writing prospectuses to be provided to you in connection with these\nofferings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this\nprospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as\nwell as any documents incorporated by reference, before you invest in any of the securities being offered.

This prospectus may not be used to consummate\na sale of any securities unless accompanied by a prospectus supplement.

Our\nClass A Ordinary Shares are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ZURA”.\nOn October 26, 2026, the last reported sales price of our Class A Ordinary Shares was $3.56 per share. The applicable\nprospectus supplement will contain information, where applicable, as to any other listing on Nasdaq or any securities market or other\nexchange of the securities, if any, covered by the applicable prospectus supplement.

We may offer and sell the\nsecurities described in this prospectus and any prospectus supplement directly to investors, through agents designated from time to time\nor to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should\nrefer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the\nsale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable\nfees, commissions, discounts or options to purchase additional securities will be set forth in a prospectus supplement. The price to the\npublic of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.

We are a “smaller reporting company”\nunder applicable Securities and Exchange Commission rules and an “emerging growth company” as defined by the Jumpstart\nOur Business Startups Act of 2012, and as such, have elected to comply with reduced public company reporting requirements for this prospectus\nand the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future\nfilings.

Investing in our securities\ninvolves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”\non page 7 of this prospectus as well as those contained in the applicable prospectus supplement and any related free writing prospectus,\nand under similar headings in the other documents that are incorporated by reference into this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION\nNOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.\nANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is ,\n2026.

TABLE OF CONTENTS

Page

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

ABOUT THIS PROSPECTUS		1

MARKET AND INDUSTRY DATA		2

TRADEMARKS		2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PROSPECTUS SUMMARY		5

RISK FACTORS		7

USE OF PROCEEDS		8

SECURITIES WE MAY OFFER		9

DESCRIPTION OF SHARES		10

DESCRIPTION OF DEBT SECURITIES		13

DESCRIPTION OF WARRANTS		22

DESCRIPTION OF UNITS		25

PLAN OF DISTRIBUTION		26

LEGAL MATTERS		29

EXPERTS		29

WHERE YOU CAN FIND MORE INFORMATION		30

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		31

ABOUT\nTHIS PROSPECTUS

This prospectus is part of\na registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using the\n“shelf” registration process. Under this shelf registration process, we may, from time to time, issue, offer and sell, as\napplicable, any combination, either individually or in units, of the securities described in this prospectus in one or more offerings\nfrom time to time up to a total aggregate offering price of $700,000,000 through any means described in the section titled “Plan\nof Distribution.”

A prospectus supplement may\nalso add, update, or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified\nor superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes\nsuch statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement\nso superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus,\nany applicable prospectus supplement or any related free writing prospectus. See “Where You Can Find More Information”\nand “Incorporation by Reference.”

We have not authorized any\nother person to provide you with different or additional information. If anyone provides you with different or additional information,\nyou should not rely on it. We may only offer to sell, and seek offers to buy, any securities in jurisdictions where offers and sales are\npermitted.

This prospectus incorporates\nby reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, certain market and industry\ndata obtained from independent market research, industry publications and surveys, governmental agencies and publicly available information.\nIndustry surveys, publications and forecasts generally state that the information contained therein has been obtained from sources believed\nto be reliable, although they do not guarantee the accuracy or completeness of such information. We believe the data from such third-party\nsources to be reliable. However, we have not independently verified any of such data and cannot guarantee its accuracy or completeness.\nSimilarly, internal market research and industry forecasts, which we believe to be reliable based upon our management’s knowledge\nof the market and the industry, have not been verified by any independent sources. While we are not aware of any misstatements regarding\nthe market or industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various\nfactors.

You should not assume that\nthe information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate\non any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is\ncorrect on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus\nsupplement or any related free writing prospectus is delivered, or securities are sold, on a later date.

Unless otherwise stated,\nthe terms “we,” “us,” “our” and “Zura” refer to Zura Bio Limited, a Cayman Islands exempted\ncompany, or its affiliates.

MARKET\nAND INDUSTRY DATA

Certain information contained\nin this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and our own\ninternal estimates and research. While we believe these third-party sources to be reliable as of the date of this prospectus, we have\nnot independently verified the market and industry data contained in this prospectus or the underlying assumptions relied on therein.\nFinally, while we believe our own internal research is reliable, such research has not been verified by any independent source. Notwithstanding\nthe foregoing, we are not liable for the information provided in this prospectus.

TRADEMARKS

This document contains references\nto trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service\nmarks referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in\nany way, that the applicable owner or licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks\nand trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship\nwith, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY\nNOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents\nincorporated by reference herein and any prospectus supplement delivered with this prospectus contain forward-looking statements within\nthe meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This includes, without limitation,\nstatements regarding our financial position, business strategy, our objectives, plans, expectations and assumptions. In addition, any\nstatements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying\nassumptions, are forward- looking statements. The words “anticipate,” “believe,” “continue,” “could,”\n“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”\n“potential,” “predict,” “project,” “should,” “will,” “would” and\nsimilar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements\nare based on the current expectations of the Company and its management thereof and are inherently subject to uncertainties and changes\nin circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments\nwill be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions\nthat may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.\nThese risks and uncertainties include, but are not limited to:

our expectations regarding our product candidates\nand their related benefits, and our beliefs regarding competing product candidates or approved products, may not be achieved;

our vision and strategy may not be successful;

the timing of key events and initiation of our\nstudies and release of clinical data may take longer than anticipated or may not be achieved at all;

expectations regarding the potential general\nacceptability and maintenance of our product candidates by regulatory authorities, payors, physicians, and patients may not be achieved;

we may be unable to attract and retain key personnel;

expectations with respect to our future operating\nexpenses, capital requirements and needs for additional financing may not be achieved;

we have not completed any clinical trials, and\nhave no products approved for commercial sale;

we have incurred significant losses since inception,\nand expect to incur significant losses for the foreseeable future and may not be able to achieve or sustain profitability in the future;

we will continue to require substantial additional\ncapital to finance our operations, and if we are unable to raise such capital when needed or on acceptable terms, we may be forced to\ndelay, reduce, and/or eliminate one or more of our development programs or future commercialization efforts;

we may be unable to renew existing contracts,\nenter into new contracts, or may experience disputes or other challenges with respect to our vendors or other third parties;

we rely on third-party contract development manufacturing\norganizations for the manufacture of clinical materials;

we rely on contract research organizations, clinical\ntrial sites, and other third parties to conduct our preclinical studies and clinical trials;

we may be unable to obtain regulatory approval\nfor our product candidates, and there may be related restrictions or limitations of any approved products;

we may be unable to successfully respond to general\neconomic and geopolitical conditions;

we may be unable to effectively achieve or manage\ngrowth;

we face competitive pressures from other companies\nworldwide;

we may be unable to adequately protect our intellectual\nproperty rights;

our expectations regarding the use of proceeds\nfrom offerings of our securities under this prospectus; and

other factors set forth in documents filed, or\nto be filed, with the SEC.

Additional discussion of\nthe risks, uncertainties and other factors described above, as well as other risks material to our business, can be found in the section\ntitled “Risk Factors” contained elsewhere in this prospectus and in any applicable prospectus supplement, any free writing\nprospectuses we may authorize for use in connection with a specific offering, and in our most recent Annual Report on Form 10-K and\nin our most recent Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC,\nwhich are incorporated by reference into this prospectus in their entirety. We may not actually achieve the plans, intentions or expectations\ndisclosed in our forward-looking statements. New risk factors emerge from time to time and it is not possible to predict all such risk\nfactors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors\nmay cause actual results to differ materially from those contained in any forward-looking statements. Our forward-looking statements do\nnot reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other transactions\nwe may execute.

Forward-looking statements\nare not guarantees of performance. You should not put undue reliance on our forward-looking statements. Forward-looking statements reflect\nour beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus,\nand while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and\nstatements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant\ninformation. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety\nby the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether\nas a result of new information, future events or otherwise, except as required by law.

PROSPECTUS\nSUMMARY

This summary highlights\nselected information included in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information\nthat may be important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information\nincluded in this prospectus. Before making your investment decision with respect to our Class A Ordinary Shares, you should carefully\nread this entire prospectus, including the information under “Risk Factors” contained in this prospectus and any applicable\nprospectus supplement, and under similar headings in the other documents that are incorporated by reference in this prospectus. You should\nalso carefully read the information incorporated by reference into this prospectus, including our financial statements, and exhibits to\nthe registration statement of which this prospectus is a part. Unless the context indicates otherwise, references in this prospectus to\n“Zura,” “Company,” “we,” “us,” “our” and similar terms are intended\nto refer to Zura Bio Limited and its consolidated subsidiaries, and references in this prospectus to the “Board of Directors”\nor “Zura Board” are intended to refer to the board of directors of Zura Bio Limited.

Overview

We are a clinical-stage biotech\ncompany developing novel and differentiated medicines to meaningfully improve the lives of patients with serious and debilitating autoimmune\nand inflammatory diseases, including those with significant unmet medical need. These diseases are often chronic and biologically complex,\nand many patients do not achieve durable disease control with currently available therapies.

We focus on immune-mediated\ndiseases in which translational and clinical evidence supports the involvement of specific biological pathways in disease pathogenesis.\nWe are currently advancing our lead product candidate in Phase 2 clinical trials and are evaluating development opportunities across our\npipeline of clinical-stage antibody assets, with a focus on indications with unmet medical need and commercial potential.

Our lead product candidate,\ntibulizumab (ZB-106), is a bispecific dual-antagonist antibody engineered by the fusion of tabalumab with a single-chain variable fragment\n(scFv) derived from ixekizumab (Taltz®). Tibulizumab is designed to neutralize interleukin-17 and B-cell activating factor, two cytokines\nimplicated in autoimmune and inflammatory diseases.

Stock Exchange Listing

Zura’s Class A\nOrdinary Shares are currently listed on Nasdaq under the symbol “ZURA”.

Corporate Information

We are a Cayman Islands exempted\ncompany, formerly known as JATT Acquisition Corp, incorporated under the laws of the Cayman Islands on March 10, 2021. Our principal\nexecutive offices are located at 1489 W. Warm Springs Rd. #110, Henderson, NV. Our telephone number is (702) 825-9872. Our Class A\nOrdinary Shares are listed on the Nasdaq Capital Market under the symbol “ZURA.”

Our internet website address\nis www.zurabio.com. The information contained on our website is not incorporated by reference into this prospectus, and you\nshould not consider any information contained on, or that can be accessed through, our website as part of this prospectus or\nin deciding whether to purchase our securities.

“Zura Bio”, the\nZura Bio logo and our other trademarks or service marks appearing in this prospectus supplement or incorporated herein by reference are\nour property. This prospectus supplement and the information incorporated herein by reference may contain additional trade names, trademarks\nand service marks of others, which are the property of their respective owners.

Implications of Being an Emerging Growth Company\nand Smaller Reporting Company

We are an “emerging\ngrowth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We may take advantage\nof certain exemptions from various public company reporting requirements, including not being required to have our internal control over\nfinancial reporting audited by our independent registered public accounting firm under Section 404 of the Sarbanes-Oxley Act of 2002\n(the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy\nstatements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute\npayments. We may take advantage of these exemptions until December 31, 2026 or until we are no longer an “emerging growth company,”\nwhichever is earlier. We will cease to be an emerging growth company prior to the end of such period if certain earlier events occur,\nincluding if we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, our annual gross\nrevenues exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period.

Under the JOBS Act, emerging\ngrowth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.\nWe have elected to use this extended transition period under the JOBS Act until the earlier of the date we (i) are no longer an emerging\ngrowth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

We are also a “smaller\nreporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain\nreduced disclosure obligations, including, among other things, providing only two years of audited financial statements and reduced disclosure\nobligations regarding executive compensation. We will remain a smaller reporting company until the last day of any fiscal year for so\nlong as either (1) the market value of our Class A Ordinary Shares held by non-affiliates does not equal or exceed $250.0 million\nas of June 30th of such fiscal year, or (2) our annual revenues did not equal or exceed $100.0 million during the most recently\ncompleted fiscal year for which auditing financial statements are available and the market value of our Class A Ordinary Shares held\nby non-affiliates did not equal or exceed $700.0 million as of June 30th of such fiscal year. To the extent we take advantage of\nany reduced disclosure obligations, it may make the comparison of our financial statements with other public companies difficult or impossible.

RISK\nFACTORS

An investment in our securities\ninvolves a high degree of risk. In addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking\nStatements,” you should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K,\nany subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other information contained or incorporated\nby reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information\ncontained in any applicable prospectus supplement, before making an investment decision. Our business, prospects, financial condition\nor operating results could decline due to any of these risks and, as a result, you may lose all or part of your investment. The occurrence\nof any of these risks might cause you to lose all or part of your investment in the offered securities. We may face additional risks and\nuncertainties that are not presently known to us, or that we currently deem immaterial.

USE\nOF PROCEEDS

Unless otherwise set forth\nin a prospectus supplement or any related free writing prospectus that we may authorize to be provided to you, we currently intend to\nuse the net proceeds of any offering of securities for working capital and other general corporate purposes. Accordingly, we will have\nsignificant discretion in the use of any net proceeds. We will set forth in the applicable prospectus supplement or free writing prospectus\nour intended use for the net proceeds received from the sale of any securities sold pursuant to the prospectus supplement or free writing\nprospectus. Pending the use of net proceeds, we intend to invest the net proceeds in short-term, investment-grade, interest bearing obligations,\ncertificates of deposit or direct or guaranteed obligations of the United States government.

SECURITIES\nWE MAY OFFER

This prospectus contains\nsummary descriptions of the securities we may offer from time to time. These summary descriptions are not meant to be complete descriptions\nof each security. The particular terms of any security will be described in the applicable prospectus supplement.

DESCRIPTION\nOF SHARES

We are a company incorporated\nin the Cayman Islands as an exempted company and our affairs are governed by our Second Amended and Restated Memorandum and Articles of\nAssociation (the “MAA”), the Companies Act (Revised) of the Cayman Islands and the common law of the Cayman Islands. Pursuant\nto the MAA, our authorized share capital is $30,100 divided into 300,000,000 Class A Ordinary Shares, par value $0.0001 per share,\nno Class B ordinary shares, par value $0.001 per share, and 1,000,000 preference shares, par value $0.0001 per share. The following\ndescription summarizes certain terms of our shares as set out more particularly in the MAA. Because it is only a summary, it may not contain\nall the information that is important to you.

Ordinary Shares

As\nof October 26, 2026, we had 96,325,411 Class A Ordinary Shares outstanding. Our shareholders of record are entitled to one\nvote for each share held on all matters to be voted on by shareholders.

The members of our Board\nof Directors serve until the next annual general meeting. There is no cumulative voting with respect to the appointment of directors,\nwith the result that the holders of more than 50% of the shares eligible to vote for the appointment of directors and voting at the applicable\nmeeting can appoint all of the directors. Subject to the rights of any holders of preference shares to appoint directors, the number of\ndirectors that shall constitute the Zura Board shall be as determined from time to time exclusively by the Zura Board.

Directors may only be removed\nfor cause by a majority of the other directors then in office (not including the director whose service is being terminated) or by the\naffirmative vote of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general\nmeeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, and, between such\nshareholders, hold and vote in favor of such special resolution shares carrying at least two-thirds (66 2∕3%) of the total votes\nattaching to all then-issued and outstanding shares of Zura entitled to vote thereon, voting together as a single class.

Our shareholders have no\nconversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the ordinary\nshares.

Register of Members

Under Cayman Islands law,\nwe must keep a register of members and there will be entered therein:

the names and addresses of the members, with the addition of a statement of the shares held by each member,\nthat shall confirm the amount paid or agreed to be considered as paid, on the shares of each member, the number and category of shares\nheld by each member, and whether each relevant category of shares held by a member carries the voting rights under the MAA, and if so,\nwhether such voting rights are conditional;

the date on which the name of any person was\nentered on the register as a member; and

the date on which any person ceased to be a member.

Under Cayman Islands law,\nthe register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise\na presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed\nas a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. However, there\nare certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register\nof members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members\nmaintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position.\nIf an application for an order for rectification of the register of members were made in respect of our shares, then the validity of such\nshares may be subject to re-examination by a Cayman Islands court.

Preference Shares

Our MAA provide that preference\nshares may be issued from time to time in one or more series. Our Board of Directors are authorized to fix the voting rights, if any,\ndesignations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and\nrestrictions thereof, applicable to the shares of each series. Our Board of Directors are able to, without shareholder approval, issue\npreference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the Class A\nOrdinary Shares and could have anti-takeover effects. The ability of our Board of Directors to issue preference shares without shareholder\napproval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We\nhave no preference shares outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot\nassure you that we will not do so in the future.

Registration Rights

Athanor Letter Agreement

On December 29, 2025,\nwe entered into a letter agreement (the “Athanor Agreement”) with Athanor Capital, an exempted company incorporated under\nthe laws of the Cayman Islands with limited liability (“Athanor”), pursuant to which we issued to Athanor 8,657,402 Class A\nOrdinary Shares (the “Athanor Shares”). Pursuant to the Athanor Agreement, Athanor is entitled to piggyback registration rights\npursuant to which Athanor has the right to include the Athanor Shares in certain registered offerings or if we propose to file a registration\nstatement under the Securities Act of 1933, as amended, with respect to the registration of equity securities, as set forth in the Athanor\nAgreement.

Dividends

We have not paid any cash\ndividends on our shares to date and do not expect to pay cash dividends in the foreseeable future. The payment of cash dividends in the\nfuture will be dependent upon our ability to comply with relevant legal requirements as well as our revenues and earnings, if any, capital\nrequirements and general financial condition. The payment of any dividends will be within the discretion of the Zura Board. It is the\npresent intention of our Board of Directors to retain all earnings, if any, for use in our business operations and, accordingly, our Board\nof Directors does not anticipate declaring any dividends in the foreseeable future.

Our Transfer Agent

The transfer agent for our\nClass A Ordinary Shares is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004. We have\nagreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent, its agents and each of its shareholders,\ndirectors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in\nthat capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

Listing of Our Securities

Our Class A Ordinary\nShares are listed on Nasdaq under the symbol “ZURA”.

Extraordinary General Meetings of Shareholders

Our MAA provide that the\ndirectors, the chief executive officer or the chairman of the Board of Directors may call general meetings, and they shall on a shareholders’\nrequisition forthwith proceed to convene an extraordinary general meeting of the Company. A shareholders’ requisition is a requisition\nof shareholders holding at the date of deposit of the requisition not less than 10% in par value of the issued shares which as at\nthat date carry the right to vote at general meetings of the Company.

Advance Notice Requirements for Shareholder\nProposals and Director Nominations

Our MAA provide that shareholders\nseeking to bring business before our annual general meeting, or to nominate candidates for election as directors at our annual general\nmeeting, must provide timely notice of their intent in writing. To be timely, a shareholder’s notice will need to be delivered to\nour principal executive offices not less than 120 calendar days before the date of the proxy statement released to shareholders in connection\nwith the previous year’s annual general meeting or, if we did not hold an annual general meeting in the previous year, or if\nthe date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s\nannual general meeting, then the deadline shall be set by our Board of Directors with such deadline being a reasonable time before we\nbegin to print and send the related proxy materials. Our MAA also specify certain requirements as to the form and content of a shareholders’\nmeeting. These provisions may preclude our shareholders from bringing matters before our annual general meeting or from making nominations\nfor directors at our annual general meeting.

Authorized but Unissued Shares

Our authorized but unissued\n Class A Ordinary Shares and preference shares are available for future issuances without shareholder approval and could be utilized\nfor a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans.\nThe existence of authorized but unissued and unreserved Class A Ordinary Shares and preference shares could render more difficult\nor discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

DESCRIPTION\nOF DEBT SECURITIES

We may issue debt securities\nfrom time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the\nterms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the\nparticular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt\nsecurities offered under a prospectus supplement may differ from the terms described below.

We will issue the debt securities\nunder either the senior indenture or the subordinated indenture that we will enter into with trustee named in the applicable indenture.\nIf we offer senior debt securities, we will issue them under the senior indenture. If we issue subordinated debt securities, we will issue\nthem under the subordinated indenture. We have filed the forms of indentures as an exhibit to the registration statement of which this\nprospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered\nwill be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports\nthat we file with the SEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture\nAct. Unless the context requires otherwise, whenever we refer to the indenture, we are referring to the senior indenture or the subordinated\nindenture, as applicable, and we also are referring to any supplemental indentures that specify the terms of a particular series of debt\nsecurities.

The following summary of\nmaterial provisions of the debt securities and the indentures is subject to, and qualified in its entirety by reference to, all of the\nprovisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements\nand any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete\nindenture that contains the terms of the debt securities.

General

The indenture does not limit\nthe amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may\nauthorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale\nof all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other\nprovisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions\ninvolving us.

We may issue the debt securities\nissued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal\namount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original\nissue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of\nthe debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described in\nmore detail in any applicable prospectus supplement.

We will describe in the applicable\nprospectus supplement the terms of the series of debt securities being offered, including:

the title of the series of debt securities;

any limit upon the aggregate principal amount\nthat may be issued;

the maturity date or dates;

the form of the debt securities of the series;

the applicability of any guarantees;

whether or not the debt securities will be secured\nor unsecured, and the terms of any secured debt;

whether the debt securities rank as senior debt,\nsenior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;

if the price (expressed as a percentage of the\naggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the\nportion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion\nof the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall\nbe determined;

the interest rate or rates, which may be fixed\nor variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and\nthe regular record dates for interest payment dates or the method for determining such dates;

our right, if any, to defer payment of interest\nand the maximum length of any such deferral period;

if applicable, the date or dates after which,\nor the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant\nto any optional or provisional redemption provisions and the terms of those redemption provisions;

the date or dates, if any, on which, and the\nprice or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem,\nor at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities\nare payable;

the denominations in which we will issue the\nseries of debt securities, if other than denominations of $1,000 and any integral multiple thereof;

any and all terms, if applicable, relating to\nany auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities\nand any other terms which may be advisable in connection with the marketing of debt securities of that series;

whether the debt securities of the series shall\nbe issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global\nsecurity or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security\nor securities;

if applicable, the provisions relating to conversion\nor exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or\nexchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory\nor optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period\nand the manner of settlement for any conversion or exchange;

if other than the full principal amount thereof,\nthe portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity\nthereof;

additions to or changes in the covenants applicable\nto the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;

additions to or changes in the Events of Default\nwith respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and\ninterest, if any, with respect to such securities to be due and payable;

additions to or changes in or deletions of the\nprovisions relating to covenant defeasance and legal defeasance;

additions to or changes in the provisions relating\nto satisfaction and discharge of the indenture;

additions to or changes in the provisions relating\nto the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;

the currency of payment of debt securities if\nother than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;

whether interest will be payable in cash or additional\ndebt securities at our or the holders’ option and the terms and conditions upon which the election may be made;

the terms and conditions, if any, upon which\nwe will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to\nany holder that is not a “United States person” for federal tax purposes;

any restrictions on transfer, sale or assignment\nof the debt securities of the series; and

any other specific terms, preferences, rights\nor limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any\nterms that may be required by us or advisable under applicable laws or regulations.

Conversion or Exchange Rights

We will set forth in the\napplicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our Class A\nOrdinary Shares or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion\nor exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of our\nClass A Ordinary Shares or our other securities that the holders of the series of debt securities receive would be subject to adjustment.

Consolidation, Merger or Sale

Unless we provide otherwise\nin the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts\nour ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an\nentirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under\nthe indenture or the debt securities, as appropriate.

Events of Default under the Indenture

Unless we provide otherwise\nin the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indenture\nwith respect to any series of debt securities that we may issue:

if we fail to pay any installment of interest\non any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days;\nprovided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental\nthereto shall not constitute a default in the payment of interest for this purpose;

if we fail to pay the principal of, or premium,\nif any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration\nor otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however,\nthat a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall\nnot constitute a default in the payment of principal or premium, if any;

if we fail to observe or perform any other covenant\nor agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt\nsecurities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied\nand stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of\nthe outstanding debt securities of the applicable series; and

if specified events of bankruptcy, insolvency\nor reorganization occur.

If an event of default with\nrespect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above,\nthe trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice\nto us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued\ninterest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to\nus, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without\nany notice or other action on the part of the trustee or any holder.

The holders of a majority\nin principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to\nthe series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless\nwe have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the\nindenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise\nany of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities,\nunless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt\nsecurities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available\nto the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided\nthat:

the direction so given by the holder is not in\nconflict with any law or the applicable indenture; and

subject to its duties under the Trust Indenture\nAct, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not\ninvolved in the proceeding.

A holder of the debt securities\nof any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other\nremedies only if:

the holder has given written notice to the trustee\nof a continuing event of default with respect to that series;

the holders of at least 25% in aggregate principal\namount of the outstanding debt securities of that series have made written request,

such holders have offered to the trustee indemnity\nsatisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request; and

the trustee does not institute the proceeding,\nand does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other\nconflicting directions within 90 days after the notice, request and offer.

These limitations do not\napply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest\non, the debt securities.

We will periodically file\nstatements with the trustee regarding our compliance with specified covenants in the indenture.

Modification of Indenture; Waiver

We and the trustee may change\nan indenture without the consent of any holders with respect to specific matters:

to cure any ambiguity, defect or inconsistency\nin the indenture or in the debt securities of any series;

to comply with the provisions described above\nunder “Description of Debt Securities—Consolidation, Merger or Sale;”

to provide for uncertificated debt securities\nin addition to or in place of certificated debt securities;

to add to our covenants, restrictions, conditions\nor provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities,\nto make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions\nor provisions an event of default or to surrender any right or power conferred upon us in the indenture;

to add to, delete from or revise the conditions,\nlimitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as\nset forth in the indenture;

to make any change that does not adversely affect\nthe interests of any holder of debt securities of any series in any material respect;

to provide for the issuance of and establish\nthe form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General”\nto establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities,\nor to add to the rights of the holders of any series of debt securities;

to evidence and provide for the acceptance of\nappointment under any indenture by a successor trustee; or

to comply with any requirements of the SEC in\nconnection with the qualification of any indenture under the Trust Indenture Act.

In addition, under the indenture,\nthe rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at\nleast a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we\nprovide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following\nchanges only with the consent of each holder of any outstanding debt securities affected:

extending the fixed maturity of any debt securities\nof any series;

reducing the principal amount, reducing the rate\nof or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities;\nor

reducing the percentage of debt securities, the\nholders of which are required to consent to any amendment, supplement, modification or waiver.

Discharge

Each indenture provides that\nwe can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations,\nincluding obligations to:

provide for payment;

replace stolen, lost or mutilated debt securities\nof the series;

pay principal of and premium and interest on\nany debt securities of the series;

maintain paying agencies;

hold monies for payment in trust;

recover excess money held by the trustee;

compensate and indemnify the trustee; and

appoint any successor trustee.

In order to exercise our\nrights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any\npremium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities\nof each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement,\nin denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in\ntemporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company,\nor DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent\nthe debt securities of a series are issued in global form and as book-entry, a description of terms relating to any book-entry securities\nwill be set forth in the applicable prospectus supplement.

At the option of the holder,\nsubject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement,\nthe holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any\nauthorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the\nindenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities\nmay present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon\nduly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer\nagent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange,\nwe will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental\ncharges.

We will name in the applicable\nprospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate\nfor any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve\na change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place\nof payment for the debt securities of each series.

If we elect to redeem the\ndebt securities of any series, we will not be required to:

issue, register the transfer of, or exchange\nany debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice\nof redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing;\nor

register the transfer of or exchange any debt\nsecurities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

Information Concerning the Trustee

The trustee, other than during\nthe occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically\nset forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a\nprudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation\nto exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable\nsecurity and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate\nin the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the\nperson in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular\nrecord date for the interest.

We will pay principal of\nand any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except\nthat unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to\nthe holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate\nthe corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will\nname in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular\nseries. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying\nagent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the\nend of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt\nsecurity thereafter may look only to us for payment thereof.

Governing Law

The indenture and the debt\nsecurities will be governed by and construed in accordance with the internal laws of the State of New York, except to the extent that\nthe Trust Indenture Act of 1939 is applicable.

Provisions Relating only to the Subordinated\nDebt Securities

The subordinated debt securities\nwill be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement.\nThe indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not limit\nthe amount of indebtedness which we may incur, including senior indebtedness or subordinated indebtedness, and do not limit us from issuing\nany other debt, including secured debt or unsecured debt.

DESCRIPTION\nOF WARRANTS

The following description,\ntogether with the additional information we may include in any applicable prospectus supplement and free writing prospectus, summarizes\nthe material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase Class A\nOrdinary Shares, preference shares or debt securities and may be issued in one or more series. Warrants may be offered independently or\nin combination with Class A Ordinary Shares, preference shares or debt securities offered by any prospectus supplement. While the\nterms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular\nterms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply\nto the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus\nsupplement for a particular series of warrants may specify different or additional terms.

We will file as exhibits\nto the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the\nSEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular\nseries of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of\nmaterial terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the\nform of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular\nseries of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular\nseries of warrants that we may offer under this prospectus, as well as any related free writing prospectus, and the complete form of warrant\nand/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.

General

We will describe in the applicable\nprospectus supplement the terms of the series of warrants being offered, including:

the title of such securities;

the offering price and aggregate number of warrants\noffered;

the currency for which the warrants may be purchased;

if applicable, the designation and terms of the\nsecurities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such\nsecurity;

if applicable, the date on and after which the\nwarrants and the related securities will be separately transferable;

if applicable, the minimum or maximum amount\nof such warrants which may be exercised at any one time;

in the case of warrants to purchase debt securities,\nthe principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal\namount of debt securities may be purchased upon such exercise;

in the case of warrants to purchase Class A\nOrdinary Shares or preference shares, the number of Class A Ordinary Shares or preference shares, as the case may be, purchasable\nupon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;

the effect of any merger, consolidation, sale\nor other disposition of our business on the warrant agreements and the warrants;

the terms of any rights to redeem or call the\nwarrants;

the terms of any rights to force the exercise\nof the warrants;

any provisions for changes to or adjustments\nin the exercise price or number of securities issuable upon exercise of the warrants;

the dates on which the right to exercise the\nwarrants will commence and expire;

the manner in which the warrant agreements and\nwarrants may be modified;

a discussion of any material or special U.S.\nfederal income tax considerations of holding or exercising the warrants;

the terms of the securities issuable upon exercise\nof the warrants; and

any other specific terms, preferences, rights\nor limitations of or restrictions on the warrants.

Before exercising their warrants,\nholders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:

in the case of warrants to purchase debt securities,\nthe right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to\nenforce covenants in the applicable indenture; or

in the case of warrants to purchase Class A\nOrdinary Shares or preference shares, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding\nup or to exercise voting rights, if any.

Exercise of Warrants

Each warrant will entitle\nthe holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in\nthe applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants\noffered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised at any time up to the close of\nbusiness on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business\non the expiration date, unexercised warrants will become void.

Upon receipt of payment and\nthe warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust office of the warrant agent,\nif any, or any other office, including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver\nthe securities purchasable upon such exercise. If less than all of the warrants (or the warrants represented by such warrant certificate)\nare exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining warrants. If we so indicate\nin the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Governing Law

Unless we otherwise specify\nin the applicable prospectus supplement, the warrants and any warrant agreements will be governed by and construed in accordance with\nthe laws of the State of New York.

Enforceability of Rights by Holders of Warrants

Each warrant agent, if any,\nwill act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust\nwith any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant\nagent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any\nduty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without\nthe consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise,\nand receive the securities purchasable upon exercise of, its warrants.

DESCRIPTION\nOF UNITS

We might issue units composed\nof one or more debt securities, Class A Ordinary Shares, preference shares and warrants in any combination. Each unit will be issued\nso that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights\nand obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities\nincluded in the unit may not be held or transferred separately, at any time or at any time before a specified date. We will file as exhibits\nto the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the\nSEC, the form of unit agreement, warrant and any supplemental agreements that describe the terms of the series of units we are offering\nbefore the issuance of the related series of units.

We may choose to evidence\neach series of units by unit certificates that we would issue under a separate agreement. If we choose to evidence the units by unit certificates,\nwe will enter into the unit agreements with a unit agent and will indicate the name and address of the unit agent in the applicable prospectus\nsupplement relating to the particular series of units.

PLAN\nOF DISTRIBUTION

We may sell the securities\ncovered hereby from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of\nthese methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers.\nWe may distribute securities from time to time in one or more transactions:

at a fixed price or prices, which may be changed;

at market prices prevailing at the time of sale;

at prices related to such prevailing market prices;

\n\n\n

at varying prices determined at the time of sale; or

at negotiated prices.

We may also sell equity securities\ncovered by this registration statement in an “at the market offering” as defined in Rule 415(a)(4) under the Securities\nAct. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price, either:

on or through the facilities of The Nasdaq Capital\nMarket or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the\ntime of sale; and/or

to or through a market maker otherwise than on\nThe Nasdaq Capital Market or such other securities exchanges or quotation or trading services.

Such at the market offerings,\nif any, may be conducted by underwriters acting as principal or agent.

A prospectus supplement or\nsupplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering\nof the securities, including, to the extent applicable:

the name or names of any underwriters, dealers\nor agents, if any;

the purchase price of the securities and the\nproceeds we will receive from the sale;

any options under which underwriters may purchase\nadditional securities from us;

any agency fees or underwriting discounts and\nother items constituting agents’ or underwriters’ compensation;

any public offering price;

any discounts or concessions allowed or re-allowed\nor paid to dealers; and

any securities exchange or market on which the\nsecurities may be listed.

Only underwriters named in\nthe prospectus supplement are underwriters of the securities offered by the prospectus supplement.

If underwriters are used\nin the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions\nat a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase\nthe securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the\npublic through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain\nconditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement. Any public offering\nprice and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time. We may use underwriters\nwith whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such\nrelationship.

We may sell securities directly\nor through agents we designate from time to time. We will name any agent involved in the offering and sale of securities, and we will\ndescribe any commissions and other compensation we will pay the agent in the prospectus supplement. Unless the prospectus supplement states\notherwise, our agent will act on a best-efforts basis for the period of its appointment.

We may authorize agents or\nunderwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price\nset forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in\nthe future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in\nthe prospectus supplement.

We may provide agents and\nunderwriters with indemnification against civil liabilities related to offerings pursuant to this prospectus, including liabilities under\nthe Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities.\nAgents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

All securities we offer,\nother than our Class A Ordinary Shares, will be new issues of securities, and all securities we\noffer, other than our Class A Ordinary Shares, will have no established trading market. Any agents or underwriters may make a market\nin these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee\nthe liquidity of the trading markets for any securities.

Any underwriter may engage\nin overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange\nAct. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids\nto purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve\npurchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters\nto reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering\ntransaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be.\nIf commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or\nover-the-counter market or otherwise.

Any agents and underwriters\nwho are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in the securities on The\nNasdaq Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering,\nbefore the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations\nand must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the\nhighest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the\npassive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the\nmarket price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued\nat any time.

LEGAL\nMATTERS

Certain matters with respect\nto U.S. federal and New York State law will be passed upon for us by Cooley LLP, New York, New York. Ogier (Cayman) LLP, Cayman Islands,\nwill pass upon the validity of the securities offered in this prospectus with respect to the Class A Ordinary Shares and matters\nof Cayman Islands law.

EXPERTS

The financial statements\nappearing in our Annual Report on Form 10-K for the year ended December 31, 2025 have been audited by WithumSmith+Brown, PC\n(“Withum”), independent registered public accountants, as set forth in their report thereon, included therein, and incorporated\nherein by reference. The financial statements are incorporated herein by reference in reliance upon such report given on the authority\nof said firm as experts in accounting and auditing.

WHERE\nYOU CAN FIND MORE INFORMATION

We are subject to the information\nreporting requirements of the Exchange Act, and we file reports, proxy statements, and other information with the SEC. These reports,\nproxy statements, and other information will be available for review at the SEC’s website at www.sec.gov. We also maintain a website\nat www.zurabio.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically\nfiled with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.

Our website address is www.zurabio.com.\nThrough our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically\nfiled with, or furnished to, the SEC, including our Annual Reports on Form 10-K; our proxy statements for our annual and extraordinary\nshareholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4, and 5 and Schedules 13D\nwith respect to our securities filed on behalf of our directors and our executive officers; and amendments to those documents. The information\ncontained on, or that may be accessed through, our website is not a part of, and is not incorporated into, this prospectus.

INCORPORATION\nOF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate\nby reference” information into this prospectus from other documents that we file with the SEC, which means that we can disclose\nimportant information to you by referring you to those documents. The information incorporated by reference is considered to be part of\nthis prospectus and information we file later with the SEC will automatically update and supersede this information. Any statement contained\nin this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of\nthis prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference\nmodifies or replaces that statement. The documents we are incorporating by reference as of their respective dates of filing are (in each\ncase, other than those documents or the portions of those documents not deemed to be filed, including the portions of these documents\nthat are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items):

our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 19, 2026;

our Quarterly Reports on Form 10-Q for the\nquarters ended March 31, 2026, filed with the SEC on May 7, 2026, June 30, 2026, filed with the SEC on August 11, 2026 and September 30, 2026, filed with the SEC on October 27, 2026;

our Current Reports on Form 8-K filed\nwith the SEC on January 2, 2026, January 12, 2026, January 26, 2026, February 23, 2026, February 26, 2026, April 23, 2026, May 22, 2026 and June 18, 2026;

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2026 (other than the portions thereof that are furnished and not filed); and

the description of securities contained in our\nRegistration Statement on Form 8-A filed on July 13, 2021, as updated by Exhibit 4.2 to our Annual Report on Form 10-K\nfor the year ended December 31, 2023, filed with the SEC on March 28, 2024, together with any amendment or report filed with\nthe SEC for the purpose of updating such description.

Notwithstanding the foregoing,\ninformation furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item\n9.01, is not incorporated by reference in this prospectus or any prospectus supplement.

All documents we subsequently\nfile pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions\nof those documents not deemed to be filed, including the portions of these documents that are furnished under Item 2.02 or Item 7.01 of\na Current Report on Form 8-K, including any exhibits included with such Items), prior to the termination of this offering, including\nall such documents we may file after the date of the initial registration statement of which this prospectus forms a part and prior to\nthe effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also\nbe incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports\nand documents.

You may obtain any of the\ndocuments incorporated by reference in this prospectus from the SEC through the SEC’s website at the address provided above. You\nalso may request a copy of any document incorporated by reference in this prospectus (excluding any exhibits to those documents, unless\nthe exhibit is specifically incorporated by reference in this document), at no cost, by writing or telephoning us at the following address\nand phone number:

Zura Bio Limited

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

Attn: Chief Legal Officer

(702) 825-9872

ZURA BIO LIMITED

$700,000,000

ORDINARY SHARES

PREFERENCE SHARES

DEBT SECURITIES

WARRANTS

UNITS

PROSPECTUS

, 2026

The information in this prospectus\nsupplement is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration\nstatement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and\nit is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER\n27, 2026

PROSPECTUS

ZURA BIO LIMITED

Up to $114,044,900

Class A Ordinary Shares

We have entered into a sales\nagreement, dated September 3, 2024, as amended on October 27, 2026 (the “Sales Agreement”), with Leerink Partners\nLLC (“Leerink Partners”), relating to our Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary\nShares”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement,\nfrom time to time we may offer and sell our Class A Ordinary Shares having an aggregate gross sales price of up to $125,000,000 through\nLeerink Partners, acting as sales agent or principal, pursuant to this prospectus. As of the date of this prospectus supplement, we had\nissued and sold Class A Ordinary Shares having an aggregate offering price of $10,955,100 pursuant to the Sales Agreement and a prior\nsales agreement prospectus. Accordingly, we may offer and sell Class A Ordinary Shares having an aggregate offering price of up to\n$114,044,900 pursuant to this prospectus supplement.

Our public shares are currently\nlisted on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ZURA”. On October 26, 2026, the\nlast reported sales price of our Class A Ordinary Shares was $3.56 per share.

Sales of our Class A\nOrdinary Shares, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” as\ndefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Subject\nto terms of the Sales Agreement, Leerink Partners is not required to sell any specific number or dollar amount of securities but will\nact as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed\nterms between Leerink Partners and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Leerink Partners will be\nentitled to a commission of 3.0% of the gross sales price per share sold under the Sales Agreement. In connection with the sale of our\nClass A Ordinary Shares on our behalf, Leerink Partners will be deemed to be an “underwriter” within the meaning of the\nSecurities Act and the compensation of Leerink Partners will be deemed to be underwriting commissions or discounts. We have also agreed\nto provide indemnification and contributions to Leerink Partners against certain civil liabilities, including liabilities under the Securities\nAct or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning\non page S-25 for additional information regarding the compensation to be paid to Leerink Partners.

We are an “emerging\ngrowth company” and a “smaller reporting company” under the federal securities laws and, as such, we have elected to\ncomply with certain reduced public company reporting requirements for this prospectus supplement and related base prospectus and for future\nfilings.

Investing in our\nClass A Ordinary Shares involves a high degree of risk. You should review carefully the risks and uncertainties described under\nthe heading “Risk Factors” on page S-9 of this prospectus, and under similar headings in the documents that\nare incorporated by reference into this prospectus.

Neither the Securities\nand Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus\nis truthful or complete. Any representation to the contrary is a criminal offense.

Leerink Partners

The date of this prospectus is ,\n2026

TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS	S-1

MARKET AND INDUSTRY DATA	S-2

TRADEMARKS	S-2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-3

PROSPECTUS SUMMARY	S-5

THE OFFERING	S-7

RISK FACTORS	S-9

USE OF PROCEEDS	S-13

DILUTION	S-14

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS	S-16

PLAN OF DISTRIBUTION	S-25

LEGAL MATTERS	S-27

EXPERTS	S-27

WHERE YOU CAN FIND MORE INFORMATION	S-28

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-29

S- i

ABOUT\nTHIS PROSPECTUS

This prospectus relates to\nan offering of our Class A Ordinary Shares. Before buying any of the Class A Ordinary Shares that we are offering, we urge you\nto carefully read this prospectus, together with the information incorporated by reference as described under the headings “Where\nYou Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.\nThese documents contain important information that you should consider when making your investment decision. Unless otherwise stated,\nthe terms “we,” “us,” “our” and “Zura” refer to Zura Bio Limited, a Cayman Islands exempted\ncompany, or its affiliates.

This prospectus describes\nthe terms of this offering of Class A Ordinary Shares and also adds to and updates information contained in the documents incorporated\nby reference into this prospectus. To the extent the information contained in this prospectus differs from or conflicts with the information\ncontained in any document incorporated by reference, the information in this prospectus will control. If any statement in one of these\ndocuments is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference\ninto this prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.

We have not, and Leerink\nPartners has not, authorized anyone to provide you with information different from that which is contained in or incorporated by reference\nin this prospectus, any accompanying prospectus and in any free writing prospectus that we may authorize for use in connection with this\noffering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may\ngive to you. No one is making offers to sell or seeking offers to buy these securities in any jurisdiction where the offer or sale is\nnot permitted. You should assume that the information contained in this prospectus is accurate as of the date on the front cover of this\nprospectus only and that any information we have incorporated by reference or included in the prospectus is accurate only as of the date\ngiven in the document incorporated by reference or as of the date of the prospectus, as applicable, regardless of the time of delivery\nof this prospectus, any accompanying prospectus, any related free writing prospectus, or any sale of our Class A Ordinary Shares.\nOur business, financial condition, results of operations and prospects may have changed since those dates.

We further note that the\nrepresentations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated\nby reference into this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement,\nincluding, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,\nwarranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,\nsuch representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

S-1

MARKET\nAND INDUSTRY DATA

TRADEMARKS

S-2

CAUTIONARY\nNOTE REGARDING FORWARD-LOOKING STATEMENTS

our expectations regarding our product candidates\nand their related benefits, and our beliefs regarding competing product candidates or approved products, may not be achieved;

our vision and strategy may not be successful;

the timing of key events and initiation of our\nstudies and release of clinical data may take longer than anticipated or may not be achieved at all;

expectations regarding the potential general\nacceptability and maintenance of our product candidates by regulatory authorities, payors, physicians, and patients may not be achieved;

we may be unable to attract and retain key personnel;

expectations with respect to our future operating\nexpenses, capital requirements and needs for additional financing may not be achieved;

we have not completed any clinical trials, and\nhave no products approved for commercial sale;

we have incurred significant losses since inception,\nand expect to incur significant losses for the foreseeable future and may not be able to achieve or sustain profitability in the future;

S-3

we may be unable to renew existing contracts,\nenter into new contracts, or may experience disputes or other challenges with respect to our vendors or other third parties;

we rely on third-party contract development manufacturing\norganizations for the manufacture of clinical materials;

we rely on contract research organizations, clinical\ntrial sites, and other third parties to conduct our preclinical studies and clinical trials;

we may be unable to obtain regulatory approval\nfor our product candidates, and there may be related restrictions or limitations of any approved products;

we may be unable to successfully respond to general\neconomic and geopolitical conditions;

we may be unable to effectively achieve or manage\ngrowth;

we face competitive pressures from other companies\nworldwide;

we may be unable to adequately protect our intellectual\nproperty rights;

our expectations regarding the use of proceeds\nfrom offerings of our securities under this prospectus; and

other factors set forth in documents filed, or\nto be filed, with the SEC.

Additional\ndiscussion of the risks, uncertainties and other factors described above, as well as other risks material to our business, can be found\nin the section titled “Risk Factors” contained elsewhere in this prospectus and in any applicable prospectus supplement, any\nfree writing prospectuses we may authorize for use in connection with a specific offering, and in our most recent Annual Report on Form 10-K\nand in our most recent Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the\nSEC, which are incorporated by reference into this prospectus in their entirety. We may not actually achieve the plans, intentions\nor expectations disclosed in our forward-looking statements. New risk factors emerge from time to time and it is not possible to predict\nall such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination\nof factors may cause actual results to differ materially from those contained in any forward-looking statements. Our forward-looking statements\ndo not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other transactions\nwe may execute.

S-4

PROSPECTUS\nSUMMARY

Overview

Stock Exchange Listing

Zura’s Class A\nOrdinary Shares are currently listed on Nasdaq under the symbol “ZURA”.

Corporate Information

S-5

Our internet website address\nis www.zurabio.com. The information contained on our website is not incorporated by reference into this prospectus supplement, and you\nshould not consider any information contained on, or that can be accessed through, our website as part of this prospectus supplement or\nin deciding whether to purchase our securities.

Implications of Being an Emerging Growth Company\nand Smaller Reporting Company

S-6

THE\nOFFERING

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Class A Ordinary Shares offered by us	Our Class A Ordinary Shares having an aggregate offering price of up to $114,044,900.

Class A Ordinary Shares to be outstanding after the offering	Up to 128,341,495 Class A Ordinary Shares, assuming sales of 32,035,084 Class A Ordinary Shares in this offering at an assumed offering price of $3.56 per share, which was the last reported sale price of our Class A Ordinary Shares on Nasdaq on October 26, 2026. The actual number of shares issued will vary depending on the sales prices at which our Class A Ordinary Shares are sold under this offering.

Plan of Distribution	“At the market offering” that may be made from time to time through our sales agent, Leerink Partners. See “Plan of Distribution” on page S-25 of this prospectus supplement.

Use of Proceeds	We intend to use the net proceeds from this offering as working capital, including continuing to advance our pipeline through preclinical studies, clinical trials, regulatory submissions, commercial planning and commercialization, and for general corporate purposes. See “Use of Proceeds” on page S-13 of this prospectus supplement.

Risk Factors	Investing in our Class A Ordinary Shares involves a high degree of risk. See the information contained in or incorporated by reference under the heading “Risk Factors” on page S-9 of this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement and any free writing prospectus that we authorize for use in connection with this offering.

Nasdaq Capital Market symbol	“ZURA”

The number of Class A\nOrdinary Shares that will be outstanding after this offering is based on 96,306,411 Class A Ordinary Shares outstanding as of September 30,\n2026 and excludes as of September 30, 2026:

\n \n \n \n \n

21,037,518 Class A Ordinary Shares issuable upon the exercise and settlement of share options outstanding as of September 30, 2026, at a weighted average exercise price of $3.85 per share;

\n \n \n \n \n

250,200 Class A Ordinary Shares issuable upon the exercise of share options that we granted after September 30, 2026 and through the date of this prospectus supplement, at a weighted average exercise price of $3.56 per share;

\n \n \n \n \n

261,642 Class A Ordinary Shares issuable upon the vesting or other settlement of restricted share units outstanding as of September 30, 2026;

\n \n \n \n \n

29,295,396 Class A Ordinary Shares issuable upon the exercise of pre-funded warrants outstanding as of September 30, 2026 at an exercise price of $0.001 per share; and

S-7

\n \n \n \n \n

571,473 Class A Ordinary Shares reserved for future issuance under our 2023 Equity Incentive Plan and 2023 Employee Share Purchase Plan as of September 30, 2026, as well as any automatic increases in the number of Class A Ordinary Shares reserved for future issuance under these plans.

To the extent additional\nshares have been or will be issued, including under the above securities, prices lower than the price of our Class A Ordinary Shares\nin this offering, you will incur further dilution.

S-8

RISK\nFACTORS

Investing in our securities\ninvolves risks. Before making an investment decision, you should carefully consider the risks and other information we include or incorporate\nby reference in this prospectus, and in any prospectus supplement or free writing prospectus that we have authorized for use in connection\nwith this offering. In particular, you should consider the risk factors described under the heading “Risk Factors” in our\nmost recent Annual Report on Form 10-K, as may be revised or supplemented by our subsequent Quarterly Reports on Form 10-Q or\nCurrent Reports on Form 8-K, each of which are on file with the SEC and are incorporated herein by reference, and which may be amended,\nsupplemented or superseded from time to time by other reports we file with the SEC in the future. In addition to those risk factors, there\nmay be additional risks and uncertainties which are not currently known to us or that we currently deem immaterial. Our business, financial\ncondition or results of operations could be materially adversely affected by any of these risks. The occurrence of any of these risks\nmight cause you to lose all or part of your investment in the offered securities.

Risks Related to This Offering

If you purchase Class A Ordinary Shares\nin this offering, you will suffer immediate and substantial dilution in the book value per Class A Ordinary Share purchased in the\noffering.

The Class A Ordinary\nShares sold in this offering from time to time will be sold at various prices; however, we expect that the per Class A Ordinary Share\noffering price will be substantially higher than the as adjusted net tangible book value per Class A Ordinary Share. Therefore, assuming\nthat an aggregate of 32,035,084 Class A Ordinary Shares are sold at a price of $3.56 per share, which was the closing price of\nour Class A Ordinary Shares on Nasdaq on October 26, 2026, for aggregate gross proceeds of approximately $114,044,900, and after\ndeducting commissions and estimated offering expenses payable by us, new investors in this offering will incur immediate dilution of $1.32\nper share. See “Dilution” on page S-14 of this prospectus for a more detailed discussion of the dilution you will incur\nin connection with this offering.

You may experience future dilution as a\nresult of future equity issuances.

In order to raise additional\ncapital, we may in the future offer additional Class A Ordinary Shares or other securities convertible into or exchangeable for our\nClass A Ordinary Shares. We cannot assure you that we will be able to sell Class A Ordinary Shares or other securities in any\nother offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors\npurchasing Class A Ordinary Shares or other securities in the future could have rights superior to existing shareholders. The price\nper share at which we sell additional Class A Ordinary Shares or other securities convertible into or exchangeable for our Class A\nOrdinary Shares in future transactions may be higher or lower than the price per share in this offering. We also may issue additional\nClass A Ordinary Shares or other securities convertible into or exchangeable for our Class A Ordinary Shares as consideration\nfor acquisitions of businesses or products, strategic alliances or joint ventures with third parties that we believe will complement or\naugment our existing business, which may result in significant dilution to our shareholders, including the investors in this offering.

S-9

Sales of a significant number of Class A\nOrdinary Shares, or any other securities, in the public markets, or the perception that such sales could occur, could depress the market\nprice of our Class A Ordinary Shares.

Sales of a substantial number\nof Class A Ordinary Shares, or any other securities, in the public markets, or the perception that such sales could occur, could\ndepress the market price of our Class A Ordinary Shares and impair our ability to raise capital through the sale of additional equity\nsecurities. We may sell a significant number of Class A Ordinary Shares at any time pursuant to this prospectus or in one or more\nseparate offerings.

We may also offer and sell\nup to $700,000,000 in the aggregate of our Class A Ordinary Shares, preference shares, debt securities, warrants and/or units, pursuant\nto our shelf registration statement on Form S-3, for which this prospectus forms a part. Additionally, the market price of our Class A\nOrdinary Shares or other securities could decline if holders of our shares sell them, including pursuant to the resale registration statements,\nor are perceived by the market as intending to sell them. We cannot predict the effect that future sales of our Class A Ordinary\nShares or any other securities would have on the market price of our Class A Ordinary Shares.

The actual number of shares we may sell\nunder the Sales Agreement, at any one time or in total, as well as the gross proceeds resulting from those sales, is uncertain.

Subject to certain limitations\nin the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Leerink Partners at\nany time throughout the term of the Sales Agreement. The number of shares that may be sold by Leerink Partners under the Sales Agreement\nand upon delivery of a placement notice will fluctuate based on the market price of our Class A Ordinary Shares during the sales\nperiod and any limits we set with Leerink Partners. Because the price of any share sold will fluctuate based on the market price of our\nClass A Ordinary Shares during the sales period, it is not possible to predict the number of shares that may ultimately be sold or\nthe gross proceeds that may be raised in connection with the sale of Class A Ordinary Shares offered under this prospectus.

Our management might\napply the net proceeds from this offering in ways with which you do not agree and in ways that may impair the value of your investment.

We currently intend to use\nthe net proceeds from this offering primarily for working capital, advancing our pipeline, and general corporate purposes. We may also\nuse a portion of the net proceeds to invest in or acquire additional businesses or technologies that we believe are complementary to our\nown, although we have no current plans, commitments or agreements with respect to any future acquisitions as of the date of this prospectus\nsupplement. Pending these uses, we expect to invest the net proceeds in short-term, interest-bearing obligations, certificates of deposit\nor direct or guaranteed obligations of the United States or foreign government agencies. Our management has broad discretion as to the\nuse of these proceeds and you will be relying on the judgment of our management regarding the application of these proceeds. We might\napply these net proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies\nthese net proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise\nour ability to pursue our growth strategy and adversely affect the market price of our Class A Ordinary Shares.

S-10

Any Class A Ordinary Shares offered\nhereby will be sold in “at the market offerings” and investors who buy shares at different times will likely pay different\nprices.

Investors who purchase shares\nin this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and\ndifferent outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, pricing and number\nof shares sold, and there is no maximum sales price. Pursuant to any parameters we may set, we expect to have a minimum sales price for\nClass A Ordinary Shares sold in this offering, which will limit our ability to make sales if the public trading price of our Class A\nOrdinary Shares drops below that minimum sales price. Such minimum sales price may be below the price paid by investors in this offering.\nFurther, we may increase or decrease such minimum sales price in the future. Investors may experience a decline in the value of the shares\nthey purchase in this offering as a result of sales made at prices lower than the prices they paid.

We believe\nthat we were a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for the taxable year ended\nDecember 31, 2025, and we may be a PFIC in the current or future taxable years, which could result in adverse U.S. federal income\ntax consequences to U.S. Holders of our Class A Ordinary Shares.

If we are treated as a\nPFIC within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) for any\ntaxable year (or portion thereof) during which a U.S. Holder (as defined under “Material U.S. Federal Income Tax\nConsequences to U.S. Holders” below) holds our Class A Ordinary Shares or pre-funded warrants (regardless of whether\nthe Company remains a PFIC for subsequent taxable years), certain adverse U.S. federal income tax consequences, such as taxation at\nthe highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, and interest charges\non certain taxes treated as deferred, may apply to such U.S. Holder and such U.S. Holder might be subject to additional reporting\nrequirements. Under certain circumstances, as further described under “Material U.S. Federal Income Tax Consequences to U.S.\nHolders — Passive Foreign Investment Company Rules,” certain elections may be available to U.S. Holders of Class A\nOrdinary Shares or pre-funded warrants to mitigate some of the adverse tax consequences resulting from PFIC treatment.

Based on the nature of our\nactivities and the composition of our income and assets, we believe we were a PFIC for the taxable year ended December 31, 2025.\nAdditionally, we may be a PFIC in the current taxable year or in any subsequent taxable year. The determination of whether we are a PFIC\nis a fact-intensive determination made on an annual basis and the applicable law is subject to varying interpretation. In particular,\nthe characterization of our assets as active or passive may depend in part on our current and intended future business plans, which are\nsubject to change. In addition, the total value of our assets for PFIC testing purposes may be determined in part by reference to the\nmarket price of our Class A Ordinary Shares from time to time, which may fluctuate considerably. Under the income test, our status\nas a PFIC depends on the composition of our income which will depend on the transactions we enter into in the future and our corporate\nstructure. The composition of our income and assets is also affected by how, and how quickly, we spend the cash we raise in any offering.\nOur U.S. counsel expresses no opinion with respect to our PFIC status.

S-11

For further discussion of\nthe PFIC rules, the potential adverse U.S. federal income tax consequences of our classification as a PFIC, as well as certain elections\nthat may be available to U.S. shareholders, see the section of this prospectus titled “Material U.S. Federal Income Tax Consequences\nto U.S. Holders—Passive Foreign Investment Company Rules”.

S-12

USE\nOF PROCEEDS

We may issue and sell up\nto $114,044,900 of our Class A Ordinary Shares from time to time. Because we are not required to sell any Class A Ordinary Shares\nunder the Sales Agreement, and any shares that may be sold pursuant to the Sales Agreement will be sold in “at the market offerings”\nat fluctuating prices, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time.\nThere can be no assurance that we will sell any Class A Ordinary Shares under or fully utilize the Sales Agreement as a source of\nfinancing.

We\nintend to use the net proceeds from this offering as working capital and for general corporate purposes. General corporate purposes may\ninclude, among other things, research and development, manufacturing and commercialization expenditures and strategic transactions.

As of the date of this prospectus,\nwe cannot specify with certainty all of the particular uses of the proceeds, if any, from this offering. Accordingly, we will retain broad\ndiscretion over the use of any such proceeds. Pending the use of the net proceeds from this offering as described above, we may invest\nthe net proceeds.

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DILUTION

If\nyou purchase Class A Ordinary Shares in this offering, your ownership interest will be diluted to the extent of the difference between\nthe purchase price per share and the as adjusted net tangible book value per share after giving effect to this offering. We calculate\nnet tangible book value per share by dividing the net tangible book value, which is total tangible assets less total liabilities, redeemable\nnoncontrolling interest and noncontrolling interest, by the number of Class A Ordinary Shares. Dilution represents the difference\nbetween the portion of the amount per share paid by purchasers of Class A Ordinary Shares in this offering and the as adjusted net\ntangible book value per share of Class A Ordinary Share immediately after giving effect to this offering. Our net tangible book value\nas of September 30, 2026, was approximately $177.7 million, or $1.84 per share.

After\ngiving effect to the assumed sale of 32,035,084 Class A Ordinary Shares at a sale price of $3.56 per share, the last sale price\nof our Class A Ordinary Shares on Nasdaq on October 26, 2026, after deducting commissions and estimated aggregate offering\nexpenses payable by us, our as adjusted net tangible book value as of September 30, 2026, would have been $287.8 million, or $2.24\nper share. This represents an immediate increase in the as adjusted net tangible book value of $0.40 per share to our existing shareholders\nand an immediate dilution of $1.32 per share to new investors purchasing shares in this offering. The following table illustrates this\nper share dilution:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Assumed offering price per share			$	3.56
Net tangible book value per share as of September 30, 2026	$	1.84
Increase in net tangible book value per share attributable to new investors in offering	$	0.40
As adjusted net tangible book value per share as of September 30, 2026, after giving effect to this offering			$	2.24
Dilution per share to new investors in this offering			$	1.32

Changes in the assumed public\noffering price of $3.56 per share would not affect our as adjusted net tangible book value after this offering because this offering is\ncurrently limited to $114,044,900. However, each $1.00 increase (decrease) in the assumed public offering price per share would increase\n(decrease) the dilution per share to new investors by approximately $0.87 per share ($0.80)\nper share, assuming that the aggregate dollar amount of shares offered by us, as set forth above, remains at $114,044,900 and after deducting\nthe commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based\non the actual public offering price, the actual number of shares that we offer in this offering, and other terms of this offering determined\nat the time of each offer and sale.

\n \n \n \n \n

21,037,518 Class A Ordinary Shares issuable upon the exercise and settlement of share options outstanding as of September 30, 2026, at a weighted average exercise price of $3.85 per share;

S-14

\n \n \n \n \n

261,642 Class A Ordinary Shares issuable upon the vesting or other settlement of restricted share units outstanding as of September 30, 2026;

\n \n \n \n \n

29,295,396 Class A Ordinary Shares issuable upon the exercise of pre-funded warrants outstanding as of September 30, 2026 at an exercise price of $0.001 per share; and

\n \n \n \n \n

571,473 Class A Ordinary Shares reserved for future issuance under our 2023 Equity Incentive Plan and 2023 Employee Share Purchase Plan as of September 30, 2026, as well as any automatic increases in the number of Class A ordinary shares reserved for future issuance under these plans.

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MATERIAL\nU.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

The following discussion\nis a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of the ownership and disposition\nof our Class A Ordinary Shares issued pursuant to this offering. It is not a comprehensive description of all tax considerations\nthat may be relevant to a particular person’s decision to acquire our Class A Ordinary Shares. The effects of any applicable\nstate, local, or non-U.S. laws, and U.S. federal non-income tax laws, such as estate and gift tax laws, are not discussed. This discussion\nis based on the Code, U.S. Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements\nof the IRS, all as in effect as of the date of this prospectus. All of the foregoing authorities are subject to change, which change could\napply retroactively and could alter the tax consequences of the ownership and disposition of our Class A Ordinary Shares described\nbelow. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance\nthe IRS will not take a contrary position to that discussed below regarding the tax consequences of the ownership and disposition of our\nClass A Ordinary Shares, or that such a position would not be sustained by a court.

This discussion is limited\nto U.S. Holders that hold our Class A Ordinary Shares as capital assets within the meaning of Section 1221 of the Code (generally,\nproperty held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s\nparticular circumstances, including the impact of the Medicare contribution tax on net investment income, the special tax accounting rules under\nSection 451(b) of the Code, or the alternative minimum tax provisions of the Code. In addition, this following discussion does\nnot address all U.S. federal income tax consequences relevant to U.S. Holders subject to particular rules, including, without limitation:

U.S. expatriates and certain former citizens\nor long-term residents of the United States;

persons whose functional currency is not the\nU.S. dollar;

persons holding our Class A Ordinary Shares\nas part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

banks, insurance companies, and other financial\ninstitutions;

real estate investment trusts or regulated investment\ncompanies;

brokers, dealers, or traders in securities, commodities,\nor currencies;

S corporations or partnerships or other entities\nor arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

pension plans;

tax-exempt organizations or governmental organizations;

individual retirement accounts or other tax deferred\naccounts;

S-16

persons who acquired our Class A Ordinary\nShares in connection with employee incentive share plans, pursuant to the exercise of any employee share option or otherwise as compensation;

persons that own or are deemed to own 10% or\nmore of our ordinary shares by vote or value;

persons that own Founder Shares or Pre-Funded\nWarrants (each, as described in our Annual Report on Form 10-K);

persons holding our Class A Ordinary Shares\nin connection with a trade or business, permanent establishment or fixed base outside the United States;

persons deemed to sell our Class A Ordinary\nShares under the constructive sale provisions of the Code; or

persons that are not U.S. Holders.

If a partnership (or other\nentity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A Ordinary Shares, the U.S.\nfederal income tax treatment of a partner in such partnership will depend on the status of the partner, the activities of the partnership,\nand certain determinations made at the partner level. Partnerships holding our Class A Ordinary Shares and the partners in such partnerships\nshould consult their tax advisors regarding the U.S. federal income tax consequences applicable to them.

U.S. HOLDERS ARE URGED\nTO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE\nPARTICULAR TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF OUR CLASS A ORDINARY SHARES, INCLUDING THE\nAPPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS OTHER U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

For purposes of this discussion,\na “U.S. Holder” is a beneficial owner of our Class A Ordinary Shares that, for U.S. federal income tax purposes, is or\nis treated as any of the following:

an individual who is a citizen or resident of\nthe United States;

a corporation (or other entity treated as a corporation\nfor U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state therein, or the District\nof Columbia;

an estate, the income of which is subject to\nU.S. federal income tax regardless of its source; or

a trust that (1) is subject to the primary\nsupervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30)\nof the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

S-17

Taxation of Dividends and Other Distributions\non Our Class A Ordinary Shares

The discussion in this section\nis subject to the discussion below under “—Passive Foreign Investment Company Rules”.

As discussed in this prospectus\nunder “Description of Shares—Dividends,” we have not paid any cash dividends on our shares to date and do not expect\nto pay cash dividends in the foreseeable future. In the event we do make distributions of cash or property, the gross amount of any such\ndistribution to U.S. Holders with respect to our Class A Ordinary Shares will be included in such holders’ gross income as\ndividend income when actually or constructively received to the extent the distribution is paid out of our current or accumulated earnings\nand profits (as determined under U.S. federal income tax principles). To the extent the amount of the distribution exceeds our current\nand accumulated earnings and profits, it will be treated first as a return of capital that will be applied against and reduce (but not\nbelow zero) the U.S. Holder’s tax basis in the Class A Ordinary Shares, and any remaining excess will be treated as gain realized\non the sale or other disposition of the Class A Ordinary Shares and will be taxed as described below under the heading “—Sale\nor Other Taxable Disposition of Our Class A Ordinary Shares.” We cannot provide any assurance that we will maintain or provide\nearnings and profits determinations in accordance with U.S. federal income tax principles. Therefore, a U.S. Holder should expect that\ndistributions may be reported as dividend income for such purposes. Dividends we pay will not be eligible for the dividends-received deduction\navailable to corporations in respect of dividends received from U.S. corporations.

Subject to certain\nlimitations, dividends paid by qualified foreign corporations to certain non-corporate U.S. Holders may be taxable at preferential\ntax rates. A non-U.S. corporation is generally treated as a qualified foreign corporation with respect to dividends paid on stock\nthat is readily tradable on a securities market in the United States, such as The Nasdaq Capital Market on which our Class A\nOrdinary Shares are listed, and we are not treated as a PFIC with respect to such U.S. Holder at the time the dividend was paid or\nin the preceding year, and provided certain holding periods are met. There can be no assurance that our Class A Ordinary Shares\nare, or will continue to be, readily tradable on an established securities exchange or that we will not be treated as a PFIC at the\nrelevant times. Because we believe we were a PFIC for the taxable year ended December 31, 2025 and may be a PFIC in the current\nor subsequent taxable years, dividends paid on our Class A Ordinary Shares are generally not expected to qualify for the\nreduced tax rate applicable to qualified dividend income for so long as we are treated as a PFIC and for the year following such\ntreatment. Consequently, there can be no assurance that dividends paid on our Class A Ordinary Shares will be afforded the\nreduced tax rates. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rate\non dividends. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the\ndividend.

S-18

Our dividends generally will\nconstitute foreign source income for foreign tax credit limitation purposes. Any tax withheld with respect to distributions on the Class A\nOrdinary Shares may, subject to a number of complex limitations, be claimed as a foreign tax credit against such U.S. Holder’s U.S.\nfederal income tax liability or, at such U.S. Holder’s election, may be claimed as a deduction for U.S. federal income tax purposes.\nAn election to deduct foreign taxes instead of claiming a foreign tax credit applies to all foreign taxes paid or accrued in the taxable\nyear. The limitation on foreign taxes eligible for a credit is calculated separately with respect to specific classes of income. For this\npurpose, dividends distributed by us with respect to the Class A Ordinary Shares generally will constitute “passive category\nincome.” The rules with respect to the foreign tax credit are complex and may depend upon a U.S. Holder’s particular\ncircumstances, there are significant and complex limits on a U.S. Holder’s ability to claim foreign tax credits, and recently released\nU.S. Treasury regulations may in some circumstances prohibit a U.S. Holder from claiming a foreign tax credit with respect to certain\nnon-U.S. taxes that are not creditable under applicable income tax treaties. U.S. Holders should consult their tax advisors regarding\nthe availability of the foreign tax credit in light of their particular circumstances.

Sale or Other Taxable Disposition of Our Class A\nOrdinary Shares

The discussion in this section\nis subject to the discussion below under “—Passive Foreign Investment Company Rules”.

A U.S. Holder will recognize\ngain or loss on any sale, exchange or other taxable disposition of our Class A Ordinary Shares equal to the difference between (i) the\nsum of (x) the amount of cash and (y) the fair market value of any other property received in such sale, exchange or other taxable\ndisposition and (ii) the U.S. Holder’s adjusted tax basis in such Class A Ordinary Shares, in each case as calculated\nin U.S. dollars. Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. Holder held\nthe Class A Ordinary Shares for more than one year at the time of the disposition. Long-term capital gains recognized by certain\nnon-corporate U.S. Holders, including individuals, generally are taxed at reduced rates under current law. The deductibility of capital\nlosses is subject to limitations. Any such gain or loss a U.S. Holder recognizes generally will be treated as U.S. source income or loss\nfor foreign tax credit limitation purposes. U.S. Holders should consult their tax advisors regarding the proper treatment of gain or loss\nin their particular circumstances.

U.S. Holders should consult\ntheir tax advisors regarding the proper treatment of gain or loss in their particular circumstances.

Passive Foreign Investment Company Rules

The treatment of U.S. Holders\nof our Class A Ordinary Shares purchased in this offering could be materially different from that described above if we are treated\nas a PFIC for U.S. federal income tax purposes. U.S. Holders are urged to consult with their tax advisors regarding the treatment of our\nClass A Ordinary Shares if we were characterized as a PFIC.

A non-U.S. corporation will\nbe classified as a PFIC for any taxable year in which, after applying certain look-through rules, either:

at least 75% of its gross income for such taxable\nyear is passive income, or

at least 50% of the value of its assets (based\non an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the\nproduction of passive income.

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For purposes of the above\ncalculations, if a non-U.S. corporation owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another\ncorporation, it will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received\ndirectly a proportionate share of the income of such other corporation. Passive income generally includes dividends, interest, rents,\nroyalties and capital gains, but generally excludes rents and royalties which are derived in the active conduct of a trade or business\nand which are received from a person other than a related person.

Based on the nature of our\nactivities and the composition of our income and assets, we believe we were a PFIC for the taxable year ended December 31, 2025.\nAdditionally, we may be a PFIC in the current taxable year and in subsequent taxable years. The determination of whether we are a PFIC\nis a fact-intensive determination made on an annual basis and the applicable law is subject to varying interpretation. In particular,\nthe characterization of our assets as active or passive may depend in part on our current and intended business plans, which are subject\nto change. In addition, the total value of our assets for PFIC testing purposes may be determined in part by reference to the market price\nof our Class A Ordinary Shares from time to time, which may fluctuate considerably. Under the income test, our status as a PFIC depends\non the composition of our income which will depend on the transactions we enter into in the future and our corporate structure. The composition\nof our income and assets is also affected by how, and how quickly, we spend the cash we raise in any offering, including this offering.\nOur U.S. counsel expresses no opinion with respect to our PFIC status.

If we are classified as a\nPFIC in any taxable year with respect to which a U.S. Holder owns our Class A Ordinary Shares, we will continue to be treated as\na PFIC with respect to such U.S. Holder in all succeeding years during which the U.S. Holder owns our Class A Ordinary Shares,\nregardless of whether we continue to meet the tests described above unless (1) we cease to be a PFIC and the U.S. Holder has made\na “deemed sale” election under the PFIC rules, or (2) the U.S. Holder makes a QEF Election (as defined below) with respect\nto all taxable years in which we are a PFIC during the U.S. Holder’s holding period or makes a purging election to cause a\ndeemed sale of our Class A Ordinary Shares at their fair market value in conjunction with a QEF Election. If a deemed sale election\nis made, the U.S. Holder will be deemed to have sold our Class A Ordinary Shares it holds at their fair market value and any gain\nfrom such deemed sale would be subject to the rules described below. After the deemed sale election, so long as we do not become\na PFIC in a subsequent taxable year, the Class A Ordinary Shares with respect to which such election was made will not be treated\nas shares in a PFIC and the U.S. Holder will not be subject to the rules described below with respect to any “excess distribution”\nit receives from us or any gain from an actual sale or other disposition of our Class A Ordinary Shares. If we are treated as a PFIC\nwith respect to a U.S. Holder, and subsequently cease to be a PFIC, such U.S. Holder should consult its tax advisors as to the possibility\nand consequences of making a deemed sale election.

S-20

If we are treated as a PFIC\nfor any taxable year during which a U.S. Holder holds our Class A Ordinary Shares, such holder will be subject to special tax rules with\nrespect to any “excess distribution” received and any gain recognized from a sale or other disposition (including a pledge)\nof our Class A Ordinary Shares, unless such holder makes a QEF Election or a mark-to-market election as discussed below. Distributions\na U.S. Holder receives in a taxable year that are greater than 125% of the average annual distributions such holder received during the\nshorter of the three preceding taxable years or such holder’s holding period for the Class A Ordinary Shares will be treated\nas an excess distribution. Under these special tax rules, if a U.S. Holder receives any excess distribution or realizes any gain from\na sale or other disposition of the Class A Ordinary Shares:

the excess distribution or gain will be allocated\nratably over such holder’s holding period for our Class A Ordinary Shares,

the amount allocated to the current taxable year,\nand any taxable year before the first taxable year in which we were a PFIC, will be taxed as ordinary income, and

the amount allocated to each other year will\nbe subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be\nimposed on the resulting tax attributable to each such year.

The tax liability for amounts\nallocated to years before the year of disposition or “excess distribution” cannot be offset by any net operating losses\nfor such years, and gains (but not losses) realized on the sale or other taxable disposition of our Class A Ordinary Shares\ncannot be treated as capital gains.

If we are a PFIC, a U.S.\nHolder generally will be subject to similar rules with respect to distributions we receive from, and our dispositions of the stock\nof, any of our direct or indirect subsidiaries or any other entities in which we hold equity interests that also are PFICs, or lower-tier\nPFICs, as if such U.S. Holder held its proportionate share of the stock of such lower-tier PFICs directly. We will endeavor, upon written\nrequest by a U.S. Holder, to cause any lower-tier PFIC to provide or make available to such U.S. Holder such information as the IRS may\nrequire to make or maintain a QEF Election (described below) with respect to the lower-tier PFIC. However, there is no assurance that\nwe will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such\nlower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information. U.S.\nHolders should consult their tax advisors regarding the application of the PFIC rules to lower-tier PFICs.

Certain elections may be\navailable that would result in alternative treatments (such as mark-to-market treatment of our Class A Ordinary Shares). U.S. Holders\ncan avoid the interest charge on excess distributions or gain relating to our Class A Ordinary Shares by making a mark-to-market\nelection with respect to the Class A Ordinary Shares, provided that the Class A Ordinary Shares are “marketable stock.”\nOur Class A Ordinary Shares will be marketable stock if they are “regularly traded” on certain U.S. stock exchanges or\non a non-U.S. stock exchange that meets certain conditions. For these purposes, the Class A Ordinary Shares will be considered regularly\ntraded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during\neach calendar quarter. Any trades that have as one of their principal purposes meeting this requirement will be disregarded. Our Class A\nOrdinary Shares are currently listed on The Nasdaq Capital Market, which is a qualified exchange for these purposes. Consequently, if\nour Class A Ordinary Shares remain listed on The Nasdaq Capital Market and are “regularly traded”, the mark-to-market\nelection may be available to U.S. Holders. However, a mark-to-market election generally cannot be made for equity interests in any lower-tier\nPFICs that we own, unless shares of such lower-tier PFIC are themselves marketable stock. As a result, even if a U.S. Holder validly makes\na mark-to-market election with respect to our Class A Ordinary Shares, the U.S. Holder may continue to be subject to the rules described\nabove with respect to any “excess distribution” in respect of its indirect interest in any direct or indirect subsidiaries\nor any other entities that are lower-tier PFICs for U.S. federal income tax purposes. A U.S. Holder that is eligible to make a mark-to-market\nwith respect to such Holder’s Class A Ordinary Shares may do so by providing the appropriate information on IRS Form 8621\nand timely filing that form with the U.S. Holder’s tax return for the year in which the election becomes effective. Each U.S. Holder\nshould consult its tax advisor as to whether a mark-to-market election is available or advisable with respect to our Class A\nOrdinary Shares, as well as the impact of such election on interests in any lower-tier PFICs.

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The adverse consequences\nof owning stock in a PFIC could also be mitigated if a U.S. Holder makes a valid “qualified electing fund” election (“QEF\nElection”), which, among other things, would require a U.S. Holder to include currently in income its pro rata share of the\nPFIC’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in\neach case whether or not distributed, in the taxable year of the U.S. Holder in which or with which the PFIC’s taxable year ends.\nA U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules,\nbut if deferred, any such taxes will be subject to an interest charge.

In order to comply with the\nrequirements of a QEF election, a U.S. Holder must receive a PFIC Annual Information Statement from the PFIC. If we determine that we\nare a PFIC for a taxable year, upon written request by a U.S. Holder, we will endeavor to provide or make available to the requesting\nU.S. Holder such information as the IRS may require to enable such U.S. Holder to make and maintain a QEF Election with respect to our\nClass A Ordinary Shares, including the PFIC Annual Information Statement for the tax year, which may include a statement that we\npermitted such U.S. Holder to examine our books of account, records, and other documents to calculate the amounts of our ordinary\nearnings and the net capital gain according to U.S. federal income tax accounting principles and to calculate such U.S. Holder’s\npro rata shares of our ordinary earnings and net capital gain. However, there is no assurance that we will have timely knowledge of our\nstatus as a PFIC or that the required information will be provided.

The QEF Election is made\non a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a\nQEF Election by attaching a completed IRS Form 8621, including the information provided in a PFIC Annual Information Statement, to\na timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF Elections generally may\nbe made only in very limited circumstances or with the consent of the IRS. U.S. Holders should consult their own tax advisors regarding\nthe availability and tax consequences of a retroactive QEF Election under their particular circumstances.

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If a U.S. Holder has made\na QEF Election with respect to our Class A Ordinary Shares, and the special tax and interest charge rules do not apply to such\nshares (because of a timely QEF Election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such\nshares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our Class A\nOrdinary Shares generally will be taxable as capital gain and no interest charge will be imposed under the PFIC rules. As discussed above,\nif we are a PFIC for any taxable year, a U.S. Holder of our Class A Ordinary Shares that has made a QEF Election will be currently\ntaxed on its pro rata share of our net capital gain (generally as long-term capital gain) and other earnings and profits (generally as\nordinary income), whether or not distributed for such year. In such case, a subsequent distribution of such earnings and profits that\nwere previously included in income generally should not be taxable when distributed to such U.S. Holders. The tax basis of a U.S. Holder’s\nshares in a PFIC with respect to which the U.S. Holder has made a valid QEF Election will be increased by amounts that are included in\nincome and decreased by amounts distributed but not taxed as dividends, under the above rules.

If we are considered a PFIC,\nU.S. Holders may also be subject to annual information reporting requirements. A U.S. Holder’s failure to file the annual report\nmay result in substantial penalties and extend the statute of limitations with respect to the U.S. Holder’s federal income tax return.\nU.S. Holders should consult their tax advisors regarding any reporting requirements that may apply to them with respect to any taxable\nyear in which we are a PFIC.

U.S. Holders are urged to\nconsult their tax advisors regarding the application of the PFIC rules to the ownership and disposition of our Class A Ordinary\nShares and the potential availability of a mark-to-market or QEF election.

Information Reporting and Backup Withholding

Dividend payments with respect\nto our Class A Ordinary Shares and proceeds from the sale, exchange, or other taxable disposition of our Class A Ordinary Shares\nmay be subject to information reporting to the IRS and U.S. backup withholding. Certain U.S. Holders are exempt from backup withholding,\nincluding corporations and certain tax-exempt organizations. A U.S. Holder generally will be subject to backup withholding if such holder\nis not a corporation or otherwise exempt and such holder:

fails to furnish the holder’s taxpayer\nidentification number, which for an individual is ordinarily such individual’s social security number;

furnishes an incorrect taxpayer identification\nnumber;

is notified by the IRS that the holder previously\nfailed to properly report payments of interest or dividends; or

fails to certify under penalties of perjury that\nthe holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject\nto backup withholding.

Backup withholding is not\nan additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the U.S.\nHolder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. Holders should\nconsult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such\nan exemption.

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Additional Reporting Requirements

Certain U.S. Holders who\nare individuals (and certain entities) that hold an interest in “specified foreign financial assets” (which may include our\nClass A Ordinary Shares) are required to report information relating to such assets, subject to certain exceptions (including an\nexception for our Class A Ordinary Shares held in accounts maintained by certain U.S. financial institutions). Substantial penalties\napply if U.S. Holders fail to satisfy such reporting requirements. U.S. Holders should consult their tax advisors regarding the applicability\nof these requirements to their acquisition, ownership, and disposition of our Class A Ordinary Shares.

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PLAN\nOF DISTRIBUTION

We have entered into a Sales\nAgreement with Leerink Partners, under which we may issue and sell from time to time our Class A Ordinary Shares through Leerink\nPartners as our sales agent. Pursuant to this prospectus, we may issue and sell up to an aggregate of $125,000,000 of our Class A\nOrdinary Shares. As of the date of this prospectus supplement, we had issued and sold Class A Ordinary Shares having an aggregate\noffering price of $10,955,100 pursuant to the Sales Agreement and a prior sales agreement prospectus. Accordingly, we may offer and sell\nClass A Ordinary Shares having an aggregate offering price of up to $114,044,900 pursuant to this prospectus supplement. Sales of\nour Class A Ordinary Shares, if any, will be made at market prices by any method that is deemed to be an “at the market offering”\nas defined in Rule 415(a)(4) under the Securities Act, including sales made directly on Nasdaq or any other trading market for\nour Class A Ordinary Shares. The Sales Agreement will be filed as an exhibit to the registration statement of which this prospectus\nis a part. The below description of the material provisions of the Sales Agreement does not purport to be a complete statement of its\nterms and conditions.

Leerink Partners will offer\nour Class A Ordinary Shares subject to the terms and conditions of the Sales Agreement on a daily basis or as otherwise agreed upon\nby us and Leerink Partners. We will designate the maximum amount of Class A Ordinary Shares to be sold through Leerink Partners on\na daily basis or otherwise determine such maximum amount together with Leerink Partners. Subject to the terms and conditions of the Sales\nAgreement, Leerink Partners will use commercially reasonable efforts consistent with its normal trading and sales practices to sell such\nshares up to the amount specified on such terms. We may instruct Leerink Partners not to sell Class A Ordinary Shares if the sales\ncannot be effected at or above the price designated by us in any such instruction. Leerink Partners or we may suspend the offering of\nour Class A Ordinary Shares being made through Leerink Partners under the Sales Agreement upon proper notice to the other parties.\nLeerink Partners and we each have the right, by giving written notice as specified in the Sales Agreement, to terminate the Sales Agreement\nin each party’s sole discretion at any time.

The\naggregate compensation payable to Leerink Partners as sales agent is equal to 3.0% of the gross sales price of the shares sold\nthrough them pursuant to the Sales Agreement. We have also agreed to reimburse Leerink Partners for up to $75,000 of the actual\noutside legal expenses incurred by Leerink Partners in connection with the establishment of the at-the-market offering, and\nthereafter, $15,000 on a quarterly basis, and up to $10,000 of filing fees and associated legal expenses of Leerink Partners’\noutside counsel for filings with the Financial Industry Regulatory Authority Corporate Financing Department in connection with the\ntransactions contemplated by the Sales Agreement. We estimate that the total expenses in connection with the transactions\ncontemplated by the Sales Agreement payable by us, excluding commissions payable to Leerink Partners under the Sales Agreement, will\nbe approximately $450,000.

The remaining sales proceeds,\nafter deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization\nin connection with the sales, will equal our net proceeds for the sale of such Class A Ordinary Shares.

Leerink Partners will provide\nwritten confirmation to us following the close of trading on Nasdaq on each day in which Class A Ordinary Shares are sold through\nthem as sales agent under the Sales Agreement. Each confirmation will include the number of Class A Ordinary Shares sold through\nLeerink Partners as sales agent on that day, the volume weighted average price of the shares sold, the percentage of the daily trading\nvolume and the net proceeds to us.

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We will report at least\nquarterly the number of Class A Ordinary Shares sold through Leerink Partners under the Sales Agreement, the net proceeds to us\nand the compensation paid by us to Leerink Partners in connection with the sales of Class A Ordinary Shares. Settlement for\nsales of Class A Ordinary Shares will occur, unless the parties agree otherwise, on the first business day that is also a\ntrading day following the date on which any sales were made in return for payment of the net proceeds to us. There is no arrangement\nfor funds to be received in an escrow, trust or similar arrangement.

In\nconnection with the sales of our Class A Ordinary Shares on our behalf, Leerink Partners will be deemed to be an “underwriter”\nwithin the meaning of the Securities Act, and the compensation paid to Leerink Partners will be deemed to be underwriting commissions\nor discounts. We have agreed in the Sales Agreement to provide indemnification and contribution to Leerink Partners against certain liabilities,\nincluding liabilities under the Securities Act.

As sales agent, Leerink Partners\nwill not engage in any transactions that stabilize our Class A Ordinary Shares.

Our Class A Ordinary\nShares are listed and traded on Nasdaq under the symbol “ZURA.” The transfer agent and registrar of our Class A Ordinary\nShares is Continental Stock Transfer & Trust Company.

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LEGAL\nMATTERS

EXPERTS

S-27

WHERE\nYOU CAN FIND MORE INFORMATION

S-28

INCORPORATION\nOF CERTAIN INFORMATION BY REFERENCE

our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 19, 2026;

our Current Reports on Form 8-K filed\nwith the SEC on January 2, 2026, January 12, 2026, January 26, 2026, February 23, 2026, February 26, 2026, April 23, 2026, May 22, 2026 and June 18, 2026;

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2026 (other than the portions thereof that are furnished and not filed); and

S-29

Zura Bio Limited

1489 W. Warm Springs\nRd. #110

Henderson, NV 89014

Attn: Chief Legal Officer

(702) 825-9872

S-30

ZURA BIO LIMITED

Up to $114,044,900

Class A Ordinary Shares

PROSPECTUS

Leerink Partners

, 2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance\nand Distribution

The following table sets\nforth the estimated costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the offering\nof the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

SEC registration fee	$	60,900
Accounting fees and expenses		*
Legal fees and expenses		*
Transfer agent and registrar fees and expenses		*
Printing and miscellaneous expenses		*
Total	$	*

These fees are calculated based on the securities offered and the number of issuances and accordingly\ncannot be estimated at this time.

Item 15. Indemnification of Directors and Officers

Cayman Islands law does not\nlimit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors,\nexcept to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification\nagainst willful default, willful neglect, fraud or the consequences of committing a crime. The MAA provide for indemnification of our\ncurrent and former officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities\nas such, except through their own actual fraud, willful default or willful neglect.

We have entered or will\nenter into indemnification agreements with each of our officers and directors a form of which is filed as Exhibit 10.1 to our\nQuarterly Report on Form 10-Q filed with the SEC on October 27, 2026. These agreements require us to indemnify these individuals\nfrom and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses),\njudgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claim,\ndemand, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, and\nincluding appeals, in which he or she may be involved, or is threatened to be involved, as a party or otherwise, by reason of their\nservice to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified to\nthe fullest extent permitted under the laws of the Cayman Islands and our Second Amended and Restated Memorandum and Articles of\nAssociation.

Insofar as indemnification\nfor liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing\nprovisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities\nAct and is theretofore unenforceable.

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Item 16. Exhibits

Exhibit \n Number		Exhibit Description

1.1*		Form of\n Underwriting Agreement.

1.2		Sales\n Agreement, by and between Zura Bio Limited and Leerink Partners LLC, dated September 3, 2024 (incorporated by reference to Exhibit 1.2\n to Zura’s Registration Statement on Form S-3 (File No. 333-281905), filed with the SEC on September 3, 2024).

1.3+		Amendment\n to Sales Agreement, by and between Zura Bio Limited and Leerink Partners LLC, dated October 27, 2026.

2.1		Business\n Combination Agreement, dated as of June 16, 2022, by and among JATT, Merger Sub, Merger Sub 2, Holdco and Zura Bio Limited (incorporated\n by reference to Exhibit 2.1 of JATT’s Current Report on Form 8-K (File No. 001-40598), filed with the SEC on\n June 17, 2022).

2.2		First\n Amendment dated as of September 20, 2022 to the Business Combination Agreement by and among JATT, Merger Sub, Merger Sub 2 and\n Holdco and Zura Bio Limited (incorporated by reference to Exhibit 2.2 of JATT’s Form S-4/A (File No. 333-267005),\n filed with the SEC on October 25, 2022).

2.3		Second\n Amendment dated as of November 14, 2022 to the Business Combination Agreement by and among JATT, Merger Sub, Merger Sub 2, Holdco\n and Zura Bio Limited (incorporated by reference to Exhibit 2.2 of JATT’s Current Report on Form 8-K (File No. 001-40598),\n filed with the SEC on November 15, 2022).

2.4		Third\n Amendment dated as of January 13, 2023 to the Business Combination Agreement by and among JATT Acquisition Corp, JATT Merger\n Sub, JATT Merger Sub 2, Zura Holdings, Ltd. and Zura Bio Limited (incorporated by reference to Exhibit 2.1 of JATT’s\n Current Report on Form 8-K (File No. 001-40598), filed with the SEC on January 19, 2023).

3.1		Second\n Amended and Restated Memorandum and Articles of Association of Zura Bio Limited (incorporated by reference to Exhibit 3.1 to\n Zura’s Form 8-K (File No. 001-40598), filed with the SEC on March 24, 2023).

4.1		Specimen\n Share Certificate of Zura (incorporated by reference to Exhibit 4.5 of JATT’s Form S-4 (File No. 333-267005)\n filed with the SEC on August 19, 2022).

4.2*		Form of\n Specimen Certificate Representing Preference Shares.

4.3+		Form of\n Indenture, between the Registrant and one or more trustees to be named.

4.4*		Form of\n Warrant.

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4.5*		Form of\n Unit Agreement.

5.1+		Opinion\n of Ogier (Cayman) LLP.

5.2+		Opinion\n of Cooley, LLP.

23.1+		Consent\n of WithumSmith+Brown, PC, independent registered public accounting firm of Zura.

23.2+		Consent\n of Ogier (Cayman) LLP (included in Exhibit 5.1).

23.3+		Consent\n of Cooley, LLP (included in Exhibit 5.2).

24.1		Power\n of Attorney (included on signature page to this prospectus).

107+		Filing\n Fee Table

\n\n\n

*	To be filed by amendment or by a report filed under the Exchange Act and incorporated herein by reference,\nif applicable.
+	Filed herewith.

Item 17. Undertakings

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this\nregistration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective\ndate of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent\na fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease\nin volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and\nany deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the\nCommission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent\nchange in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration\nstatement;

(iii)

To include any material information with respect to the plan of distribution\nnot previously disclosed in the registration statement or any material change to such information in the registration statement.

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provided, however,\nthat:

the\nundertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form S-3\nand the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished\nto the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934,\nas amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form\nof prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities\nAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered\ntherein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of\nthe securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the\nregistrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus\nwas deemed part of and included in the registration statement; and

(ii) Each prospectus required to\nbe filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating\nto an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of\nthe Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such\nform of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described\nin the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,\nsuch date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement\nto which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide\noffering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration\nstatement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is\npart of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or\nmodify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in\nany such document immediately prior to such effective date.

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(5)

That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in\nthe initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned\nregistrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,\nif the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will\nbe a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant\nrelating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf\nof the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the\noffering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned\nregistrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of\ndetermining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or\nsection 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant\nto section 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed to be a new\nregistration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to\nbe the initial bona fide offering thereof.

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(h)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to\ndirectors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has\nbeen advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,\nunenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses\nincurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding)\nis asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will,\nunless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction\nthe question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication\nof such issue.

(j)

The undersigned registrant hereby undertakes to file an application for the purpose of determining the\neligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance\nwith the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

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SIGNATURES

Pursuant\nto the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the\nundersigned, thereunto duly authorized, on the 27th day of October, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Zura Bio Limited

	By:	/s/ Sandeep Kulkarni
		Name: Sandeep Kulkarni
		Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE\nPRESENTS, that each person whose signature appears below hereby constitutes and appoints Sandeep Kulkarni and Kim Davis, and each of them,\nas his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and\nin his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to\nthis registration statement, and any registration statement relating to the offering covered by this registration statement and filed\npursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in\nconnection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,\nfull power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and\npurposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents,\nor his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements\nof the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates\nindicated.

Name	Title	Date

/s/ Sandeep Kulkarni	Chief Executive Officer and Director	October 27, 2026
Sandeep Kulkarni	(Principal Executive Officer)

/s/ Marlyn Mathew	Vice President, Finance and Accounting	October 27, 2026
Marlyn Mathew	(Principal Financial and Accounting Officer)

/s/ Amit Munshi	Chairman of the Board	October 27, 2026
Amit Munshi

/s/ Ajay Nirula	Director	October 27, 2026
Ajay Nirula

/s/ Daniel Becker	Director	October 27, 2026
Daniel Becker

/s/ Steve Schoch	Director	October 27, 2026
Steve Schoch

/s/ Jennifer Jarrett	Director	October 27, 2026
Jennifer Jarrett

/s/ Mark Eisner	Director	October 27, 2026
Mark Eisner

/s/ Parvinder Thiara	Director	October 27, 2026
Parvinder Thiara

II-8

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE\nOF THE REGISTRANT

Pursuant\nto the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Zura Bio Limited\nhas signed this registration statement on the 27th day of October, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Zura Bio Limited

	By:	/s/ Sandeep Kulkarni
		Name: Sandeep Kulkarni
		Title: Chief Executive Officer

II-9

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