SCHEDULE 13D: Athanor Capital Boosts Zura Bio Stake to 15.7%, Director Re-Appointed

Athanor Capital and UGS Capital LLC report a 15.7% beneficial ownership in Zura Bio Limited, with a director from the group re-appointed to the board.

Summary

• Athanor Capital and UGS Capital LLC (Reporting Persons) collectively beneficially own 11,581,402 Class A Ordinary Shares of Zura Bio Limited.
• This represents approximately 15.7% of Zura Bio Limited's outstanding Class A Ordinary Shares, based on 73,680,710 shares outstanding.
• The filing supersedes a previously filed Schedule 13G.
• On December 29, 2025, Zura Bio Limited issued 8,657,402 Class A Ordinary Shares to Athanor Capital without cash consideration.
• These shares were issued in connection with the termination of certain prior letter agreements, the extinguishment of certain rights and obligations thereunder, and the acquisition of certain contractual rights, title, and interest vis-a-vis the Issuer previously held by a third party.
• Parvinder Thiara, a director of Athanor Capital and manager of UGS Capital LLC, was re-appointed to Zura Bio Limited's board of directors, effective January 23, 2026.

Sentiment

Score: 6

Explanation: The filing indicates continued significant investor interest and board representation, which can be seen as a positive sign of engagement. However, the non-cash issuance of a large block of shares requires further context from the referenced 8-K to fully assess its financial implications for existing shareholders.

Positives

• Athanor Capital and UGS Capital LLC hold a significant investment, representing 15.7% of Zura Bio Limited's Class A Ordinary Shares.
• The re-appointment of Parvinder Thiara, a representative of the Reporting Persons, to the Issuer's board of directors indicates continued engagement and oversight.
• The issuance of shares was tied to the termination of prior agreements and extinguishment of rights, which could simplify the Issuer's contractual obligations and financial structure.

Negatives

• The 8,657,402 Class A Ordinary Shares were issued to Athanor Capital without cash consideration, which could lead to dilution for other shareholders if the value received from the terminated agreements is not commensurate.

Risks

• The Reporting Persons state they acquired the securities for investment purposes and do not have present plans to change or influence control of the Issuer. However, they reserve the right to change their purpose or adopt such plans in the future.

Future Outlook

The Reporting Persons may periodically review their investment in Zura Bio Limited and engage in discussions with management or the board regarding the Issuer's business, operations, and prospects. They reserve the right to change their investment purpose or adopt plans related to the Issuer in the future.

Industry Context

This filing indicates continued institutional investor interest and board-level engagement in Zura Bio Limited, a common occurrence in the biotechnology or pharmaceutical sector where strategic investments and board representation can be crucial for guiding development and market strategy. The non-cash issuance of shares suggests a restructuring or settlement of prior agreements, which can be a mechanism for companies to manage complex financial relationships without immediate cash outflow, a practice seen across various industries, particularly in early-stage or growth companies.

Management Changes

Corporate Governance

Related Party Transactions

• The issuance of 8,657,402 Class A Ordinary Shares to Athanor Capital on December 29, 2025, in connection with the termination of prior letter agreements and extinguishment of rights, can be considered a related party transaction given Athanor Capital's significant ownership and board representation.

Stakeholder Impact

• Shareholders: Potential dilution from the non-cash issuance of 8,657,402 shares to Athanor Capital. Increased institutional oversight and engagement through board representation.
• Management: Increased scrutiny and potential strategic input from a significant shareholder's representative on the board.
• Creditors: The restructuring of prior agreements and extinguishment of rights could impact the Issuer's financial obligations, though the specific impact is not detailed in this filing.

Next Steps

• The Reporting Persons may, from time to time, review their investment in the Issuer and may engage in discussions with management or the board of directors regarding the Issuer's business, operations and prospects.

Key Dates

Recommendation

The filing indicates a significant and continued institutional investment in Zura Bio Limited, coupled with board representation. While the non-cash share issuance warrants further investigation into its financial implications (via the referenced 8-K), the overall picture suggests ongoing investor confidence and engagement. Without specific financial performance data from the company, a 'hold' recommendation is prudent, acknowledging the positive signal of sustained institutional interest while awaiting more comprehensive financial disclosures.

Keywords

Zura Bio Limited, Athanor Capital, UGS Capital LLC, Schedule 13D, Beneficial Ownership, Class A Ordinary Shares, Board Appointment, Investment, SEC Filing, Corporate Governance