Deep Track and David Kroin disclose 4.62M-share position in ZURA

Rhea-AI Filing Summary

Deep Track Capital, Deep Track Biotechnology Master Fund and David Kroin report a collective stake of 4,616,514 Class A Ordinary Shares in ZURA Bio Ltd, representing 7.13% of the class. The filing shows the reporting persons hold shared voting and shared dispositive power for all 4,616,514 shares and no sole voting or dispositive power. The ownership calculation uses a share base of 64,763,950, which combines 61,874,998 outstanding ordinary shares and 2,882,952 pre-funded warrants that the reporting persons could convert subject to a 9.99% maximum exercise limitation. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

Positive

• Reporting persons collectively own 4,616,514 shares (7.13% of the class)
• Ownership includes 2,882,952 pre-funded warrants exercisable subject to a 9.99% maximum percentage

Negative

• None.

Insights

Financial Analyst

TL;DR: Reporting persons disclose a 7.13% passive stake (4.62M shares) in ZURA, including pre-funded warrants capped at 9.99%.

The Schedule 13G shows a non-activist disclosure of a meaningful minority position: 4,616,514 shares, equal to 7.13% of the computed class of 64,763,950 shares. Voting and dispositive authority is shared across the reporting entities, with no sole control reported. The inclusion of 2,882,952 pre-funded warrants in the ownership calculation is material because those instruments increase the denominator used for percentage calculation and are subject to a 9.99% exercise cap.

Corporate Governance Expert

TL;DR: This filing signals a disclosed significant minority holding but asserts passive intent and places limits on warrant exercise.

The registrants have documented shared voting/dispositive powers for 4,616,514 shares and explicitly certify the position is not held to change control. The filing also notes issuer-level limits preventing exercise of pre-funded warrants beyond a 9.99% cap, which has governance implications for potential future ownership increases. For stakeholders, the record clarifies both current influence and contractual limits on further dilution or concentration from these instruments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

ZURA Bio Ltd

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(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

Deep Track Capital, LP

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 4,616,514.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,616,514.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,616,514.00

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)

7.13 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. G9TY5A101

1

Names of Reporting Persons

Deep Track Biotechnology Master Fund, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,616,514.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,616,514.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,616,514.00

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)

7.13 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G9TY5A101

1

Names of Reporting Persons

David Kroin

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 4,616,514.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,616,514.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,616,514.00

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)

7.13 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ZURA Bio Ltd
(b)	Address of issuer's principal executive offices: 1489 W. Warm Springs Rd. #110, Henderson, Nevada 89014
Item 2.
(a)	Name of person filing: (i) Deep Track Capital, LP (ii) Deep Track Biotechnology Master Fund, Ltd. (iii) David Kroin
(b)	Address or principal business office or, if none, residence: (i) 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830 (ii) c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands (iii) c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830
(c)	Citizenship: (i) Delaware (ii) Cayman Islands (iii) United States
(d)	Title of class of securities: Class A Ordinary Shares, $0.0001 par value
(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: 4,616,514
(b)	Percent of class: 7.13%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 4,616,514
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4,616,514
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
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.

Deep Track Capital, LP

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:	08/14/2025

Deep Track Biotechnology Master Fund, Ltd.

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Director
Date:	08/14/2025

David Kroin

Signature:	/s/ David Kroin
Name/Title:	David Kroin
Date:	08/14/2025

Exhibit Information

Item 4: Information with respect to the Reporting Persons' ownership of the Ordinary Shares as of August 14, 2025, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person. The amount beneficially owned by each Reporting Person is determined using 64,763,950 shares, calculated using 61,874,998 Ordinary Shares outstanding as of May 5, 2025, according to the issuer's 10-Q filed with the SEC on May 8, 2025, and 2,882,952 Ordinary Shares that would be converted to Ordinary Shares by the Reporting Person up to the Maximum Percentage. The beneficially owned shares include 2,882,952 Pre-Funded Warrants exercisable to common shares, subject to a 9.99% Maximum Percentage exercise limitation. The Issuer shall not effect the exercise of any portion of the Pre-Funded Warrants and Warrants, to the extent that after giving effect to such exercise, the holder collectively would beneficially own in excess of 9.99% (the "Maximum Percentage") of the number of Ordinary Shares outstanding immediately after giving effect to such exercise. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Deep Track Capital, LP By: /s/ David Kroin David Kroin, Managing Member of the General Partner of the Investment Adviser Deep Track Biotechnology Master Fund, Ltd. By: /s/ David Kroin David Kroin, Director David Kroin By: /s/ David Kroin David Kroin

FAQ

How many ZURA (ZURA) shares do Deep Track and affiliates own?

They report beneficial ownership of 4,616,514 Class A Ordinary Shares, representing 7.13% of the class as reported.

Does the filing indicate voting or dispositive power over the ZURA shares?

Yes. The filing states shared voting power and shared dispositive power for all 4,616,514 shares and 0 sole voting or dispositive power.

Are there warrants or other instruments included in the ownership calculation?

Yes. The calculation uses a share base that includes 2,882,952 pre-funded warrants that could be converted to ordinary shares, subject to a 9.99% exercise limitation.

What share base was used to compute the percentage ownership?

The percentage uses a total of 64,763,950 shares, based on 61,874,998 ordinary shares outstanding and the 2,882,952 convertible pre-funded warrants.

Does the filing state any intent to influence control of ZURA?

The certification in the filing states the securities were not acquired and are not held to change or influence control of the issuer.