Sec Form 13G Filing - ACCESS INDUSTRIES MANAGEMENT LLC filing for ZURA BIO LTD (ZURA) - 2023-06-15

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.

  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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  4,200,000⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  4,200,000⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  4,200,000⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  9.29%⁽²⁾

  TYPEOF REPORTING PERSON (SEE INSTRUCTIONS):

  OO (Limited Liability Company)

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”).

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.

  NAMES OF REPORTING PERSONS

  Access Industries Holdings 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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  4,200,000⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  4,200,000⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  4,200,000⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  9.29%⁽²⁾

  TYPEOF REPORTING PERSON (SEE INSTRUCTIONS):

  OO (Limited Liability Company)

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

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.

  NAMES OF REPORTING PERSONS

  Access Industries Management, 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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  4,200,000⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  4,200,000⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  4,200,000⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  9.29%⁽²⁾

  TYPEOF REPORTING PERSON (SEE INSTRUCTIONS):

  OO (Limited Liability Company)

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

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.

  NAMES OF REPORTING PERSONS

  Len Blavatnik

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

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  4,200,000⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  4,200,000⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  4,200,000⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  9.29%⁽²⁾

  TYPEOF REPORTING PERSON (SEE INSTRUCTIONS):

  IN (Individual)

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

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.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

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

Citizenship:

Title of Class of Securities:

CUSIP Number:

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:

Ownership

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition:

Shared power to dispose or to direct the disposition:

Ownership of Five Percent or Less of a Class.

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

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

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

/s/ Alejandro Moreno

/s/ Alejandro Moreno

/s/ Alejandro Moreno

*

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.