Zura Bio Ltd - 美股招股说明书（2026年2月25日版）

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 this 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 recognized 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 reference 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 Supplement 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. Any 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 total Joint Bookrunning Managers TABLE OF CONTENTS Prospectus Supplement 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 information We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectussupplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we havereferred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others maygive you. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer topurchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction to or from anyperson to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. The informationcontained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein or therein is accurate We are offering to sell, and seeking offers to buy, our ClassA ordinary shares and pre-funded warrants only in jurisdictions whereoffers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of ourClassA ordinary shares and pre-funded warrants in certain jurisdictions may be restricted by law. Persons outside the United Stateswho come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observeany restrictions relating to, the offering of our ClassA ordinary shares and pre-funded warrants and the distribution of this prospectus Unless otherwise stated, all references in this prospectus supplement