ZURA BIO LIMITED files an amended joint Schedule 13G reporting beneficial ownership positions held by a Venrock-affiliated group as of March 31, 2026. The group and related reporting persons each report 9.99% beneficial ownership, reflecting a capped position of 9,816,384 Class A Ordinary Shares under the Pre-Funded Warrants' Beneficial Ownership Blocker. The percentage is calculated using 94,880,710 Class A Ordinary Shares outstanding as of March 31, 2026 and 3,381,394 Class A Ordinary Shares issuable upon exercise of Pre-Funded Warrants. The filing lists the reporting group members, their shared voting and dispositive powers over 9,816,384 shares, and explains that the Blocker prevents exercises that would exceed the 9.99% threshold.
Positive
None.
Negative
None.
Insights
Joint filing documents a deliberate ownership cap at the 9.99% Beneficial Ownership limit.
The filing shows a Venrock-affiliated group reporting beneficial ownership rounded to 9.99% as of March 31, 2026, tied to Pre-Funded Warrants that include a "Beneficial Ownership Blocker". The filing cites 94,880,710 shares outstanding and 3,381,394 potential shares from the warrants when describing the percentage basis.
Practical dependencies include the Blocker mechanics and the outstanding share base; any change in the outstanding share count or warrant exercisability could alter reported percentages. Subsequent filings will reflect material changes in outstanding shares or exercised warrants.
Key Figures
Capped beneficial ownership:9.99%Blocked shares threshold:9,816,384 sharesOutstanding Class A shares:94,880,710 shares+4 more
7 metrics
Capped beneficial ownership9.99%as of March 31, 2026
Blocked shares threshold9,816,384 sharesmaximum shares permitted under the Beneficial Ownership Blocker
Outstanding Class A shares94,880,710 sharesshares outstanding as of March 31, 2026
Shares issuable on warrants3,381,394 sharesClass A Ordinary Shares issuable upon exercise of Pre-Funded Warrants
VHCP III holdings (aggregate)9,816,384 sharesreported shared voting/dispositive power reported on cover page
VHCP EG holdings (aggregate)9,816,384 sharesreported shared voting/dispositive power reported on cover page
VHCP Co-Investment III holdings (aggregate)9,816,384 sharesreported shared voting/dispositive power reported on cover page
"The Reporting Persons' ownership ... Pre-Funded Warrants exercisable for up to 2,061,056 Class A Ordinary Shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Blockerregulatory
"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
Shared Dispositive Powerfinancial
"Shared Dispositive Power 9,816,384.00"
Schedule 13G/Aregulatory
"The names of the persons filing this report (collectively, the "Reporting Persons") are: ... for the purposes of this /A."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
The Venrock group reports beneficial ownership of 9.99%. This is tied to a capped holding of 9,816,384 Class A Ordinary Shares as of March 31, 2026, due to the warrant blocker.
How was the 9.99% ownership percentage calculated for ZURA?
The percentage uses 94,880,710 Class A Ordinary Shares outstanding as of March 31, 2026 plus 3,381,394 shares issuable upon exercise of Pre-Funded Warrants, per the amendment's disclosure.
What is the "Beneficial Ownership Blocker" in the filing?
It is a provision in the Pre-Funded Warrants that prevents exercise to the extent holders would exceed 9.99% ownership; the filing states this caps permitted exercises at 9,816,384 shares.
Which entities and individuals are included in the reporting group?
The filing lists Venrock entities (e.g., VHCP III, VHCP EG, VHCP Co-Investment III), manager GP entities, and individuals Nimish Shah and Bong Koh as voting members of the management entities.
Does the filing state any change in voting or dispositive power?
The filing reports shared voting and dispositive power of 9,816,384 shares for each reporting person as of the stated date; it incorporates cover-page rows for the detailed power breakdown.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
ZURA BIO LIMITED
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G9TY5A101
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
9,816,384.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,816,384.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,816,384.00
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 Number(s):
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
9,816,384.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,816,384.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,816,384.00
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 Number(s):
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
9,816,384.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,816,384.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,816,384.00
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 Number(s):
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
9,816,384.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,816,384.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,816,384.00
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 Number(s):
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
9,816,384.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,816,384.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,816,384.00
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 Number(s):
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
9,816,384.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,816,384.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,816,384.00
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 Number(s):
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
9,816,384.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,816,384.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,816,384.00
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/A.
(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/A sets forth the aggregate number of shares of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 1,225,564 Class A Ordinary Shares and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 2,061,056 Class A Ordinary Shares held by VHCP III, (ii) 122,633 Class A Ordinary Shares and Pre-Funded Warrants exercisable for up to 206,207 Class A Ordinary Shares held by VHCP Co-Investment III, and (iii) 5,086,793 Class A Ordinary Shares and Pre-Funded Warrants exercisable for up to 7,753,979 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 9,816,384 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 March 31, 2026. Such percentage is based upon the sum of (i) 94,880,710 Class A Ordinary Shares of the Issuer outstanding as of March 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 7, 2026, and (ii) 3,381,394 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/A 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, 2026 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/A 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, 2026 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/A 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, 2026 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/A 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, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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:
05/15/2026
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:
05/15/2026
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:
05/15/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
05/15/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
05/15/2026
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)
