Access Industries Management SC 13G Zura Bio / ACCESS INDUSTRIES MANAGEMENT ownership change

Access Industries Management SC 13GZura Bio / ACCESS INDUSTRIES MANAGEMENT ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Zura Bio Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G9TY5A101

(CUSIP Number)

June 5, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of that Act (however, see the Notes).

CUSIP No. G9TY5A101

(1)

Represents (i) 2,100,000 Class A Ordinary Shares, and (ii) 2,100,000 pre-funded warrants held by AI Biotechnology LLC to purchase Class A Ordinary Shares at $0.001 per share, which are exercisable at any time or times on or after the date of issuance until exercised in full (the “Private Placement Warrants”).

(2)

Based on 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the Securities and Exchange Commission (the “SEC”) on May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 (plus the issuance of pre-funded warrants for purchase of 3,782,000 Class A Ordinary Shares) to certain institutional and accredited investors (the “Transaction”)), and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants.

CUSIP No. G9TY5A101

(1)	Represents (i) 2,100,000 Class A Ordinary Shares and (ii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants.

(2)

Based on 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the SEC May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 in connection with the Transaction, and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants.

CUSIP No. G9TY5A101

(1)	Represents (i) 2,100,000 Class A Ordinary Shares and (ii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants.

(2)

Based on 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the SEC May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 in connection with the Transaction, and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants.

CUSIP No. G9TY5A101

(1)	Represents (i) 2,100,000 Class A Ordinary Shares and (ii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants.

(2)

Based on 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the SEC May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 in connection with the Transaction, and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants.

Schedule 13G

CUSIP No. G9TY5A101

Item 1.

(a)

Name of Issuer:

Zura Bio Limited (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

4225 Executive Square, Suite 600

La Jolla, CA 92037

Item 2.

(a)

Name of Person Filing:

This filing is being made on behalf of:

AI Biotechnology LLC (“AI Biotechnology”)

Access Industries Holdings LLC (“AIH”)

Access Industries Management, LLC (“AIM”)

Len Blavatnik

(b)

Address of Principal Business Office or, if none, Residence:

The principal business office of each reporting person is c/o Access Industries, Inc., 40 West 57th Street, 28th Floor, New York, NY 10019.

(c)

Citizenship:

Each of AI Biotechnology, AIH and AIM is a limited liability company organized under the laws of the State of Delaware.

Mr. Blavatnik is a citizen of the United States of America.

(d)

Title of Class of Securities:

Class A Ordinary Shares, par value $0.0001 per share

(e)

CUSIP Number:

G9TY5A101

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b) (1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b) (1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b) (1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

See the responses to Item 9 on the attached cover pages.

(b)

Percent of class:

See Item 11 of the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based upon 45,193,685 Class A Ordinary Shares deemed to be outstanding, consisting of (i) 31,802,155 Class A Ordinary Shares issued and outstanding as of May 18, 2023, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A dated May 19, 2023, and filed with the SEC May 19, 2023, (ii) 11,291,530 Class A Ordinary Shares issued on June 5, 2023 in connection with the Transaction, and (iii) 2,100,000 Class A Ordinary Shares underlying the Private Placement Warrants.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See the responses to Item 5 on the attached cover pages.

(ii)

Shared power to vote or to direct the vote:

See the responses to Item 6 on the attached cover pages.

(iii)

Sole power to dispose or to direct the disposition:

See the responses to Item 7 on the attached cover pages.

(iv)

Shared power to dispose or to direct the disposition:

See the responses to Item 8 on the attached cover pages.

4,200,000 Class A Ordinary Shares are owned directly or deemed to be beneficially held by AI Biotechnology LLC and may be deemed to be beneficially owned by AIM, AIH and Mr. Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, and (iii) AIH owns all of the voting units of AI Biotechnology LLC. Each of AIH, AIM and Mr. Blavatnik, and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐:

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 15, 2023


AI BIOTECHNOLOGY LLC						By: Access Industries Management, LLC, its Manager

						/s/ Alejandro Moreno
						Name: Alejandro Moreno
						Title: Executive Vice President

ACCESS INDUSTRIES HOLDINGS LLC						By: Access Industries Management, LLC, its Manager

						/s/ Alejandro Moreno
						Name: Alejandro Moreno
						Title: Executive Vice President

ACCESS INDUSTRIES MANAGEMENT, LLC						/s/ Alejandro Moreno
						Name: Alejandro Moreno
						Title: Executive Vice President

						*
						Name: Len Blavatnik

*	The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.


By:		/s/Alejandro Moreno
Name:		Alejandro Moreno
		Attorney-in-Fact

NAMES OF REPORTING PERSONS

AI Biotechnology LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

State of Delaware