Zura Bio Limited signed a letter of intent to acquire JATT Acquisition Corp (NYSE:JATT) from a group of shareholders in a reverse merger transaction on May 5, 2022. Zura Bio Limited entered into a definitive business combination agreement to acquire JATT Acquisition Corp from a group of shareholders for approximately $160 million in a reverse merger transaction on June 16, 2022. In consideration for the Merger, JATT will issue an aggregate of 16.06 million JATT Class A Shares, plus 443,000 options to acquire JATT Class A Ordinary Shares to the option holders. Upon closing of the transaction, the combined company will be renamed “Zura Bio Limited”. The combined company's ordinary shares and warrants are expected to be listed on the New York Stock Exchange under the ticker symbol “ZURA”. The listing and trading of the listed securities on the NYSE will end at market close on March 20, 2023. Upon closing of the transaction, the combined company is expected to be led by a team of biotechnology entrepreneurs and pharma industry veterans, with Someit Sidhu, Founder and Chief Executive Officer of JATT, and Javier Cote-Sierra, a director on the JATT board of directors, expected to join Zura Bio as Chief Executive Officer and Chief Scientific Officer, respectively.

The transaction is subject to review and approval by the Securities and Exchange Commission (“SEC”) of the registration statement on Form S-4 to be filed with the SEC, approval by Zura's and JATT's shareholders, satisfaction of the minimum cash condition, JATT shall have at least $5,000,001 in net tangible assets immediately prior to the merger, all required filings under the HSR Act shall have been made and the waiting period or periods under the HSR Act applicable to the transactions contemplated by the business combination agreement will have expired or been terminated, execution of ancillary agreements, listing application for the New JATT Class A Ordinary Shares issued in connection with the Business Combination shall have been approved, and other customary closing conditions, including any applicable regulatory approvals. The transaction has been approved by Zura Bio's Boards of Directors and unanimously by JATT's Boards of Directors. Under the agreement, each of JATT and Zura had the right to terminate the Original Business Combination Agreement if the transactions had not been consummated by November 15, 2022. JATT shareholders meeting will be held on March 16, 2023. On November 14, 2022, the parties entered into a second amendment to the Original Business Combination Agreement to extend the Outside Date to January 16, 2023. On January 16, 2023, the parties entered into a third amendment to the Original Business Combination Agreement to extend the Outside Date to April 17, 2023. As of March 2, 2023, U.S. Securities and Exchange Commission has declared its registration statement on Form S-4 pertaining to the proposed business combination with Zura Bio Limited as effective. As of March 13, 2023, JATT Acquisition will voluntarily transfer the listing of its Class A ordinary shares, public warrants and units from the New York Stock Exchange to the Nasdaq Stock Market LLC (“Nasdaq”) in connection with, and upon the closing of, the business combination transaction. The transaction is expected to close in the fourth quarter of 2022. As of March 13, 2023, the transaction is expected to close on March 20, 2023, as JATT Acquisition expects that its securities will end its listing on the NYSE on the said date. As of March 16, 2023, JATT Acquisition Corp (NYSE:JATT) announced that its shareholders voted to approve its proposed business combination with Zura Bio Limited. At the closing of the business combination, which is expected to occur on March 20, 2023, after all closing conditions are satisfied or waived, the ordinary shares and warrants of the combined company are anticipated to begin trading on the Nasdaq Stock Market on March 21, 2023 under the new ticker symbols, “ZURA” and “ZURAW”, respectively.

Raymond James & Associates, Inc. and its affiliates (together, “Raymond James”) are acting as the lead PIPE placement agent and as financial advisor to JATT in the transaction. Ari Edelman, Siddhartha Sivaramakrishnan, Philip Corser, Steven Hadjilogiou, Eric S. Klee, Beth Kuhn, James Ross, Andrew C. Liazos and Gary Howes of McDermott Will & Emery LLP and Ogier are acting as legal counsel to Zura Bio. Mitchell Nussbaum of Loeb & Loeb LLP and Simmons & Simmons are acting as legal counsel to JATT and Maples and Calder (Cayman) LLP are acting as Cayman Islands legal counsel to JATT. Paul Hastings LLP is acting as legal counsel to Raymond James. Morrow Sodali LLC acted as proxy solicitor, Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to JATT. Vantage Point Advisors, Inc. acted as fairness opinion provider to the Board of Directors of JATT. Alliance Advisors, LLC acted as the information agent to JATT Acquisition Corp. and will receive a fee of $15,000 for its services.