SCHEDULE 13G/A 0001104659-24-056401 0001738048 XXXXXXXX LIVE 2 Class A Ordinary Shares, par value $0.0001 per share 03/31/2025 0001855644 ZURA BIO LIMITED G9TY5A101 1489 West Warm Springs Road #110 Henderson NV 89014 Rule 13d-1(c) Venrock Healthcare Capital Partners III, L.P. a DE 0.00 7031271.00 0.00 7031271.00 7031271.00 9.9 PN VHCP Co-Investment Holdings III, LLC a DE 0.00 7031271.00 0.00 7031271.00 7031271.00 9.9 OO Venrock Healthcare Capital Partners EG, L.P. a DE 0.00 7031271.00 0.00 7031271.00 7031271.00 9.9 PN VHCP Management III, LLC a DE 0.00 7031271.00 0.00 7031271.00 7031271.00 9.9 OO VHCP Management EG, LLC a DE 0.00 7031271.00 0.00 7031271.00 7031271.00 9.9 OO Nimish Shah a X1 0.00 7031271.00 0.00 7031271.00 7031271.00 9.9 IN Bong Y Koh a X1 0.00 7031271.00 0.00 7031271.00 7031271.00 9.9 IN ZURA BIO LIMITED 1489 West Warm Springs Road #110, Henderson, NV, 89014. 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. New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304 All of the entities were organized in Delaware. Shah and Koh are both United States citizens. Y 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 March 31, 2025 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 959,248 Class A Ordinary Shares and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 1,312,029 Class A Ordinary Shares held by VHCP III, (ii) 96,005 Class A Ordinary Shares and Pre-Funded Warrants exercisable for up to 131,263 Class A Ordinary Shares held by VHCP Co-Investment III, and (iii) 3,967,913 Class A Ordinary Shares and Pre-Funded Warrants exercisable for up to 4,577,950 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 7,031,271 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. Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of March 31, 2025. Such percentage is based upon the sum of (i) 68,374,998 Class A Ordinary Shares of the Issuer outstanding as of March 21, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 25, 2025 and (ii) 2,008,105 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%. 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 March 31, 2025 and is incorporated by reference. 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 March 31, 2025 and is incorporated by reference. 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 March 31, 2025 and is incorporated by reference. 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 March 31, 2025 and is incorporated by reference. Y Y Y Y Y N 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. 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 Venrock Healthcare Capital Partners III, L.P. /s/ Sherman G. Souther 05/15/2025 VHCP Co-Investment Holdings III, LLC /s/ Sherman G. Souther 05/15/2025 Venrock Healthcare Capital Partners EG, L.P. /s/ Sherman G. Souther 05/15/2025 VHCP Management III, LLC /s/ Sherman G. Souther 05/15/2025 VHCP Management EG, LLC /s/ Sherman G. Souther 05/15/2025 Nimish Shah /s/ Sherman G. Souther 05/15/2025 Bong Y Koh /s/ Sherman G. Souther 05/15/2025