Venrock affiliates disclose 6.35M shares (9.99%) ownership in ZURA

Rhea-AI Filing Summary

Zura Bio Limited ownership disclosure: A group led by Venrock entities and two individuals reports beneficial ownership of 6,353,353 Class A Ordinary Shares, representing 9.99% of the class as of June 30, 2025. The position reflects direct Class A shares and pre-funded warrants exercisable into additional Class A shares, but those warrants include a Beneficial Ownership Blocker that prevents exercise that would push the group above the 9.99% threshold. The percentage is calculated using 61,874,998 outstanding Class A shares plus 1,722,137 shares issuable on warrant exercise. Voting and dispositive power are shown as shared for the 6,353,353 shares, with no sole voting or dispositive power reported.

Positive

• Transparent joint disclosure by multiple affiliated entities and individuals clearly reports aggregate beneficial ownership.
• Beneficial Ownership Blocker on pre-funded warrants limits accidental conversion above 9.99%, reducing immediate risk of a control change.

Negative

• Concentrated stake of 6,353,353 shares (9.99%) represents significant ownership that may influence company dynamics despite certification of passive intent.
• Shared voting and dispositive power across related entities concentrates decision-making among the Reporting Persons rather than dispersing it.

Insights

Financial Analyst

TL;DR Venrock and affiliates disclose a near-10% stake in ZURA via shares and pre-funded warrants constrained by an ownership blocker.

The filing shows a material passive stake equal to 9.99% of Class A shares when accounting for outstanding shares and issuable warrants. The use of pre-funded warrants with a Beneficial Ownership Blocker limits immediate dilution risk and prevents automatic conversion beyond the 9.99% threshold, which affects potential future increase in economic ownership. Shared voting and dispositive power across multiple related entities suggests coordinated control over the position without sole control. For investors, this is a clear disclosure of concentrated ownership but indicates no attempt to assume control per the certification language in the filing.

Corporate Governance Expert

TL;DR The Schedule 13G/A reports coordinated ownership by related Venrock entities and managers, with governance-limiting warrant provisions.

From a governance perspective, the filing documents a group relationship among multiple Venrock entities and two individuals who serve as voting members of management entities. The Beneficial Ownership Blocker embedded in the pre-funded warrants is notable because it legally restricts exercise that would exceed the 9.99% threshold, reducing the likelihood that the group could convert warrants to effect a change in control without additional disclosure or waiver. Shared voting power indicates collective decision-making rather than a single controlling owner. The filing appears complete and follows required joint-filing conventions referenced via exhibits.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

ZURA BIO LIMITED

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G9TY5A101

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. G9TY5A101

1

Names of Reporting Persons

Venrock Healthcare Capital Partners III, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,353,353.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,353,353.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,353,353.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G9TY5A101

1

Names of Reporting Persons

VHCP Co-Investment Holdings III, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,353,353.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,353,353.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,353,353.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G9TY5A101

1

Names of Reporting Persons

Venrock Healthcare Capital Partners EG, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,353,353.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,353,353.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,353,353.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G9TY5A101

1

Names of Reporting Persons

VHCP Management III, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,353,353.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,353,353.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,353,353.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G9TY5A101

1

Names of Reporting Persons

VHCP Management EG, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,353,353.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,353,353.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,353,353.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G9TY5A101

1

Names of Reporting Persons

Nimish Shah

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,353,353.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,353,353.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,353,353.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. G9TY5A101

1

Names of Reporting Persons

Bong Y. Koh

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,353,353.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,353,353.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,353,353.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ZURA BIO LIMITED
(b)	Address of issuer's principal executive offices: 1489 West Warm Springs Road #110, Henderson, NV, 89014.
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)	Address or principal business office or, if none, residence: New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304
(c)	Citizenship: All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 933,616 Class A Ordinary Shares and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 1,980,406 Class A Ordinary Shares held by VHCP III, (ii) 93,448 Class A Ordinary Shares and Pre-Funded Warrants exercisable for up to 198,157 Class A Ordinary Shares held by VHCP Co-Investment III, and (iii) 3,604,152 Class A Ordinary Shares and Pre-Funded Warrants exercisable for up to 7,342,679 Class A Ordinary Shares held by VHCP EG. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, VHCP III, VHCP Co-Investment III and VHCP EG, together with their affiliates and other attribution parties, would own more than 9.99% of the outstanding Class A Ordinary Shares of the Issuer. VHCP III, VHCP Co-Investment III and VHCP EG are currently prohibited from exercising a portion of the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 6,353,353 Class A Ordinary Shares of the Issuer. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)	Percent of class: Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of June 30, 2025. Such percentage is based upon the sum of (i) 61,874,998 Class A Ordinary Shares of the Issuer outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 8, 2025 and (ii) 1,722,137 Class A Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 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.

Venrock Healthcare Capital Partners III, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

VHCP Co-Investment Holdings III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

Venrock Healthcare Capital Partners EG, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2025

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2025

Exhibit Information

Exhibit 24.1 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on May 2, 2024) Exhibit 24.2 Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on May 2, 2024) Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on May 15, 2025)

FAQ

What stake does Venrock report in ZURA?

The Reporting Persons collectively beneficially own 6,353,353 Class A Ordinary Shares, representing 9.99% of the class as reported.

Do the Reporting Persons hold warrants that could increase their ownership in ZURA?

Yes. The position includes pre-funded warrants exercisable into additional Class A shares, but exercise is limited by a Beneficial Ownership Blocker that prevents ownership above 9.99%.

Who are the entities and individuals filing this Schedule 13G/A for ZURA?

The filing lists Venrock Healthcare Capital Partners III, VHCP Co-Investment Holdings III, Venrock Healthcare Capital Partners EG, VHCP Management III, VHCP Management EG, and individuals Nimish Shah and Bong Koh.

Does any Reporting Person have sole voting or dispositive power over the reported shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power; voting and dispositive power are reported as shared for the 6,353,353 shares.

How was the 9.99% ownership percentage calculated?

The percentage is based on 61,874,998 outstanding Class A shares plus 1,722,137 Class A shares issuable upon exercise of the pre-funded warrants, per the filing.