Zura Bio Ltd-A美股招股说明书(2026-02-25版)

18,200,000 ClassA Ordinary Shares Pre-Funded Warrants to Purchase 1,800,000 ClassA Ordinary Shares We are offering 18,200,000 ClassA ordinary shares, par value $0.0001 per share (the “ClassA ordinary shares”), and in lieu of ClassAordinary shares to certain investors that so choose, pre-funded warrants to purchase1,800,000 ClassA ordinary shares. The purchaseprice of each pre-funded warrant equals the price per share at which ClassA ordinary shares are being sold to the public in thisoffering, minus $0.001, and the exercise price of each pre-funded warrant is $0.001 per share. We are also offering ClassA ordinaryshares that are issuable from time to time upon the exercise of the pre-funded warrants. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intendto apply for listing of the pre-funded warrants on the Nasdaq Capital Market or other securities exchange or nationally recognizedtrading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited. Our ClassA ordinary shares are listed on the Nasdaq Capital Market under the symbol “ZURA.” The last reported sale price of ourClassA ordinary shares on the Nasdaq Capital Market on February24, 2026 was $6.69 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-8 of this prospectussupplement, page6 of the accompanying prospectus and under similar headings in the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commissionrulesand as such, have elected to comply with reduced public company reporting requirements. See “Prospectus SupplementSummary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of ClassA ordinary shares and pre-funded warrants is expected to be made on or about February 26, 2026. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 3,000,000 ClassA ordinary sharesat the public offering price, less the underwriting discounts and commissions. If the underwriters exercise the option in full, the totalunderwriting discounts and commissions payable by us will be $8,625,000, and the total proceeds to us, before expenses, will be$135,123,200. Prospectus Supplement dated February 24, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-6RISK FACTORSS-8USE OF PROCEEDSS-11DIVIDEND POLICYS-12DILUTIONS-13DESCRIPTION OF SECURITIES WE ARE OFFERINGS-15MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERSS-17UNDERWRITINGS-24LEGAL MATTERSS-29EXPERTSS-29WHERE YOU CAN FIND MORE INFORMATIONS-29INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-30 ProspectusPageABOUT THIS PROSPECTUS1TRADEMARKS1CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4RISK FACTORS6USE OF PROCEEDS7SECURITIES WE MAYOFFER8DESCRIPTION OF SHARES9DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF WARRANTS20DESCRIPTION OF UNITS22PLAN OF DISTRIBUTION24LEGAL MATTERS26 EXPERTS26WHERE YOU CAN FIND MORE INFORMATION27INCORPORATION OF CERTAIN INFORMATION BY REFERENCE28 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a “shelf” registration statement on FormS-3 that we filed with the Securities and Exchange Commission (the“SEC”) and is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of ClassAordinary shares and pre-funded warrants and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference herein and therein. The second part, the accompanying prospectus, dated September 17, 2024,provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectus supplement and the informationcontained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectussupplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of thesedocuments is inconsistent with a statement in another document having a later date — for example, a document incorporated byreference in the accompanying prospectus — the statement in the document having the later date modifies or