▸ International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects.· · ● 1 ▸ Our financial condition, results of operations and business reputation could be adversely affected by our recent internal review of certain agreements and other matters.· · ● 1 ▸ Should any of these events occur, they could significantly harm our business and results of operation.· · ● 1 ▸ Future sales and/or issuances of our securities could result in additional dilution of the percentage ownership of our existing shareholders and could cause our share price to fall.· ● ● 2 ▸ Intellectual property disputes may impact our business and/or our ability to develop and commercialize the ZB Assets.· ● ● 2 rw ▸ We believe that we were a Passive Foreign Investment Company (“PFIC”) for U.S. federal income tax purposes for the taxable year ended December 31, 2025, which could result in adverse U.S. federal income tax consequences to U.S. Holders.· ● ● 2 rw ▸ We intend to rely on third parties to conduct, supervise, and monitor our preclinical studies and clinical trials, and if those third parties perform in an unsatisfactory manner, it may harm our business.· ● ● 2 ▸ We may not be able to initiate clinical trials if drug product is not timely available at clinical trial sites.· ● ● 2 ▸ If a United States person is treated as owning at least 10% of our Class A Ordinary Shares, such holder may be subject to adverse U.S. federal income tax consequences.· ● · 1 ▸ Rights Agreement”), certain shareholders are entitled to have a registration statement kept effective for a prolonged period of time such that registered resales of their Class A Ordinary Shares can be made.· ● · 1 ▸ Future sales of a substantial number of Zura Class A Ordinary Shares may cause the price of our ordinary shares to decline.● · · 1 ▸ If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse opinion regarding our share, our share price and trading volume could decline.● ● · 2 ▸ Our principal shareholders, directors and executive officers own a significant percentage of our capital shares, and have significant influence over our management.● · · 1 ▸ Sales and issuances of our Class A Ordinary Shares and future exercise of warrants or registration rights, could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.● · · 1 ▸ We do not have a compliance program in place consistent with Federal agencies’ guidances on corporate compliance programs.● · · 1 ▸ We may redeem any unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making the Warrants worthless.● · · 1 ▸ A failure to meet Nasdaq’s continued listing requirements could result in a delisting of ordinary shares.● ● ● 3 rw ▸ Anti-takeover provisions in the MAA and under Cayman Islands law could make an acquisition, which may be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management.● ● ● 3 ▸ As a public company, we are required to comply with SEC rules that implement Section 404 of the Sarbanes-Oxley Act and make an ongoing, formal assessment of the effectiveness of our internal controls over financial reporting.● ● ● 3 rw ▸ Changes to patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect or capitalize on the ZB Assets.● ● ● 3 rw ▸ Due to unfavorable pricing regulations and/or third-party coverage and reimbursement policies, we may not be able to offer the ZB Assets at competitive prices which would seriously harm our business.● ● ● 3 ▸ If approved, our product candidates that are regulated as biologics may face competition from biosimilars or interchangeables approved through an abbreviated regulatory pathway.● ● ● 3 rw ▸ If certain holders of our Class A Ordinary Shares sell a significant portion of their securities, it may negatively impact the market price of our Class A Ordinary Shares and such holders still may receive significant proceeds.● ● ● 3 rw ▸ If we are unable to raise capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our development programs or future commercialization efforts.● ● ● 3 ▸ If we do not obtain patent term extensions in the United States under the Hatch-Waxman Act and in foreign countries under similar legislation, our business may be materially harmed.● ● ● 3 rw ▸ If we fail to comply with any of our obligations under the 2022 Lilly License, Lilly may have the right to terminate the license agreement, in which event we would not be able to market any torudokimab product.● ● ● 3 rw ▸ If we fail to comply with any of our obligations under the 2023 Lilly License, Lilly may have the right to terminate the license agreement, in which event we would not be able to market any tibulizumab product.● ● ● 3 rw ▸ If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.● ● ● 3 ▸ In order to successfully implement our plans and strategies, we will need to grow the size of our organization and we may experience difficulties in managing this growth.● ● ● 3 ▸ Increasing regulatory focus on privacy and security issues and expanding laws and regulatory requirements could impact our business models and expose us to increased liability.● ● ● 3 ▸ Issued patents covering one or more of our product candidates could be found invalid or unenforceable.● ● ● 3 ▸ It is difficult to monitor whether Pfizer limits its use of the technology to these uses, and we could incur substantial expenses to enforce our rights to our licensed technology in the event of misuse.● ● ● 3 ▸ Numerous factors may limit any potential competitive advantage provided by our intellectual property rights.● ● ● 3 ▸ Our ability to protect our patents and other proprietary rights is uncertain, exposing us to the possible loss of competitive advantage.● ● ● 3 ▸ Our business, operations, financial position, and clinical development plans and timelines could be materially adversely affected by international conflicts and economic sanctions.● ● ● 3 rw ▸ Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.● ● ● 3 ▸ Our future success is substantially dependent on our ability to successfully develop the ZB Assets for future marketing approval, and then successful commercialization.● ● ● 3 ▸ Our license agreement with Pfizer imposes upon us various diligence, payment and other obligations, including as described in the section entitled “Business — License Agreements — Pfizer Agreement.”● ● ● 3 ▸ Our license from Pfizer is subject to retained rights.● ● ● 3 ▸ Our licenses from Lilly are subject to retained rights.● ● ● 3 ▸ Our recurring losses from operations and financial condition could raise substantial doubt about our ability to continue as a going concern.● ● ● 3 rw ▸ Pandemics and other similar disruptions may also have the effect of heightening many of the other risks described in this “Risk Factors” section.● ● ● 3 ▸ Patent terms may not protect our competitive position with respect to the ZB Assets for an adequate amount of time.● ● ● 3 ▸ Pfizer may also use for any purpose information in non-tangible form which may be retained by persons who have had access to crebankitug and the licensed know-how, including ideas, concepts or techniques contained therein.● ● ● 3 rw ▸ Preclinical and clinical development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be predictive of future clinical trial results.● ● ● 3 ▸ Preliminary, interim data from our clinical trials that we announce or publish may change as more patient data become available and are subject to audit and verification procedures.● ● ● 3 ▸ Public health crises such as pandemics or similar outbreaks have affected and could continue to seriously and adversely affect our preclinical studies and anticipated clinical trials, business, financial condition and results of operations.● ● ● 3 ▸ Raising additional capital may cause dilution to our existing shareholders, restrict our operations or require us to relinquish rights to the ZB Assets.● ● ● 3 rw ▸ Risks Related to Anticipated Timing for Initiation, Enrollment, and Completion of Any Planned or Future Clinical Trials● ● ● 3 ▸ Risks Related to Our Business Operations, Employee Matters, and Managing Growth● ● ● 3 ▸ group Risks Related to Our Intellectual Property● ● ● 3 ▸ Risks Related to Our Limited Operating History, Financial Position and Capital Requirements● ● ● 3 rw ▸ group Risks Related to Ownership of Our Class A Ordinary Shares● ● ● 3 ▸ group Risks Related to Regulatory and Legal Compliance● ● ● 3 ▸ group Risks Related to our Dependence on Third Parties or Their Actions● ● ● 3 ▸ Risks Related to the Clinical Development and Commercialization of Our Product Candidates● ● ● 3 ▸ The 2022 Lilly License imposes upon us various diligence, payment and other obligations, as described in the section entitled “Business — License Agreements — 2022 Lilly License.”● ● ● 3 rw ▸ The 2023 Lilly License imposes upon us various diligence, payment and other obligations, as described in the section entitled “Business — License Agreements — 2023 Lilly License.”● ● ● 3 rw ▸ The FDA, EMA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses.● ● ● 3 ▸ The ZB Assets may have a safety profile that could prevent regulatory approval, marketing approval or market acceptance, or limit commercial potential.● ● ● 3 ▸ The increasing use of social media platforms presents new risks and challenges.● ● ● 3 ▸ The market price of our securities may be volatile and may decline in the future.● ● ● 3 ▸ The size of the potential market for the ZB Assets is difficult to estimate and, if any of our assumptions are inaccurate, the actual markets for our product candidates may be smaller than our estimates.● ● ● 3 ▸ We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our securities less attractive to investors.● ● ● 3 rw ▸ We are substantially dependent on the success of the ZB Assets, and our ongoing and anticipated clinical trials of the ZB Assets may not be successful.● ● ● 3 rw ▸ We expect to fund our operations from existing proceeds as well as through the future sale of equity, debt, borrowing under credit facilities or through potential collaborations with other companies or other strategic transactions.● ● ● 3 ▸ We face substantial competition, which may result in others discovering, developing, licensing or commercializing products before or more successfully than we do.● ● ● 3 ▸ We have a limited operating history, have not completed any clinical trials, and have not taken a product through to commercialization.● ● ● 3 rw ▸ We have and will continue to incur increased costs as a result of operating as a public company, and our management will devote substantial time to related compliance initiatives.● ● ● 3 rw ▸ We have limited geographical protection with respect to our licensed patents and may not be able to protect our intellectual property rights throughout the world.● ● ● 3 rw ▸ We have never successfully completed the regulatory approval process for any product candidates and we may be unable to do so for any product candidates we develop.● ● ● 3 ▸ We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.● ● ● 3 rw ▸ We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed confidential information of our competitors or are in breach of non-competition or non-solicitation agreements with our competitors.● ● ● 3 ▸ We may be subject to patent infringement claims or may need to file claims to protect our intellectual property, which could result in substantial costs and liability and prevent us from commercializing the ZB Assets.● ● ● 3 ▸ We may develop the ZB Assets in combination with other therapies, which exposes us to additional risks related to other agents or active pharmaceutical or biological ingredients used in combination with our product candidates.● ● ● 3 ▸ We may in the future license additional assets, which may require us to expend additional resources and raise additional capital.● ● ● 3 ▸ We may not be able to effectively secure first-tier technologies when competing against other companies or investors.● ● ● 3 ▸ We may not be able to maintain or enforce trade secret protection for our product candidates.● ● ● 3 rw ▸ We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market the ZB Assets.● ● ● 3 ▸ We may, in the future, form or seek collaborations or strategic alliances or enter into licensing arrangements, and we may not realize the benefits of such collaborations, alliances or licensing arrangements.● ● ● 3 
