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JATT Acquisition Corp *

JATT Acquisition Corp *

Jun 15, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Zura Bio Limited

ENTERPRISE VALUE: $215 million
ANTICIPATED SYMBOL: ZURA

JATT Acquisition Corp proposes to combine with Zura Bio Limited.

Zura Bio is a clinical-stage biotechnology company advancing ZB-168 in alopecia areata and other inflammatory diseases. ZB-168 is an anti-IL7R? inhibitor that has the potential to impact diseases driven by IL7 and TSLP biological pathways. Zura Bio aims to develop a portfolio of therapeutic indications for ZB-168, and is focused on demonstrating its efficacy, safety, dosing convenience and mechanism of action, initially in alopecia areata. This will build on Phase 1b data in type 1 diabetes demonstrating a favourable safety profile and strong biological rationale. Zura Bio is headquartered in London, UK with team members in the UK and USA.

WARRANT TENDER OFFER – 7/12/24 – LINK

  • The Company is offering to all holders of the IPO warrants the opportunity to receive 0.30 Class A ordinary shares in exchange for each outstanding IPO warrant which expires on August 8, 2024.

SUBSEQUENT EVENT – 3/10/23 – LINK

  • The SPAC and Athanor Master Fund, LP, and Athanor International Master Fund, LP
    • The Purchasers agreed to purchase up to 1,500,000 shares of JATT’s Class A ordinary shares from the Company for an aggregate purchase price of up to $15,000,000 in the event that redemptions exceed certain thresholds.
    • The agreement previously provided that such shares would be purchased from public stockholders.
    • The Purchasers will be issued an additional 2,500,000 Class A Shares upon the closing of the business combination previously announced between JATT and Zura Bio Limited in connection with the amendment.

EXTENSION – 1/19/23 – LINK

  • The extension vote was approved and the SPAC has until April 17, 2023 to complete a business combination.
    • 12,111,022 shares were redeemed
    • The Sponsor will deposit $0.06/share into the trust account each month needed

SUBSEQUENT EVENT – 11/15/22 – LINK

  • The SPAC extend the Outside Date from November 15, 2022 to January 16, 2023

SUBSEQUENT EVENT – 2/2/22 (8-K LINK)

  • On August 5, 2021, JATT Acquisition Corp entered into Forward Purchase Agreements with Athanor Master Fund LP and with Athanor International Master Fund, LP (the “Purchasers”).
  • On January 27th, 2022, the Company and the Purchasers amended the Original FPAs (the “Amended Forward Purchase Agreements”).
  • The Purchasers have agreed to provide for a total of $75 milion of funds as follows:
    • (1) The Company shall issue and sell to the Purchasers an aggregate of 3,000,000 forward purchase shares, or “Forward Purchase Shares”, for a purchase price of $10.00 or $30,000,000 in the aggregate.
    • (2) The Purchasers shall provide a binding redemption backstop (“Redemption Backstop”) to purchase an additional $15 million of redeeming shareholders in the event that redemptions are greater than 90% in connection with a business combination (“Excess Redemptions”)
    • (3) At the time of entering into a binding agreement for the Business Combination, the Purchasers will directly provide the target merger company (Target”) with bridge financing of $30 million evidenced by a convertible promissory note (“Convertible Note”) which shall be convertible into the Company’s Class A ordinary shares at the closing of the Business Combination.

TRANSACTION

  • The business combination implies a pro forma enterprise value of the combined company of approximately $215 million.
  • The combined company is expected to receive gross cash proceeds of up to $189 million, comprising the $139 million held in JATT’s trust account (assuming no redemptions by public shareholders of JATT) and a concurrent, fully committed $50 million from a forward purchase agreement and PIPE financing of ordinary shares issued at $10.00 per share.
  • If public shareholder redemptions exceed 90%, a further amount of $15 million will be payable under the forward purchase agreement, so that the minimum gross cash proceeds will be at least $65 million.
  • The combined company will bear deferred underwriting commissions and transaction expenses out of the gross proceeds.
  • The transaction, which has been approved by Zura Bio’s and JATT’s boards of directors, is expected to close in the fourth quarter of 2022

zura bio

PIPE

  • The PIPE Investor committed to purchasing 2,000,000 shares for a purchase price of $10.00/Share for $20 million
    • Depending upon the number of redemptions by the public shareholders at the time of Closing the Business Combination Agreement, the PIPE Investor will be entitled to receive up to 1,654,800 of the Forfeited Private Placement Warrants

FORWARD PURCHASE AGREEMENT

AMENDED FPA AT COMBINATION ANNOUNCEMENT

  • The Company shall issue and sell to the Purchasers an aggregate of 3,000,000 forward purchase shares for a purchase price of $10.00 or $30,000,000 in the aggregate.
  • The Purchasers shall provide a binding redemption backstop to purchase an additional $15 million of redeeming shareholders in the event that redemptions are greater than 90% in connection with a business combination

AMENDED FPA FROM 1/27/22 – LINK

  • On August 5, 2021, JATT Acquisition Corp entered into Forward Purchase Agreements with Athanor Master Fund LP and with Athanor International Master Fund, LP.
  • On January 27th, 2022, the Company and the Purchasers amended the Original FPAs.
  • The Purchasers have agreed to provide for a total of $75 million of funds as follows:
    • (1) The Company shall issue and sell to the Purchasers an aggregate of 3,000,000 forward purchase shares for a purchase price of $10.00 or $30,000,000 in the aggregate.
    • (2) The Purchasers shall provide a binding redemption backstop to purchase an additional $15 million of redeeming shareholders in the event that redemptions are greater than 90% in connection with a business combination
    • (3) At the time of entering into a binding agreement for the Business Combination, the Purchasers will directly provide the target merger company (Target”) with bridge financing of $30 million evidenced by a convertible promissory note which shall be convertible into the Company’s Class A ordinary shares at the closing of the Business Combination.

ORIGINAL FPA FROM 8/5/21 – LINK

  • The Purchasers have agreed to purchase an aggregate of 7,500,000 forward purchase shares for $10.00/Share

BACKSTOP

  • The Purchasers shall provide a binding redemption backstop to purchase an additional $15 million of redeeming shareholders in the event that redemptions are greater than 90% in connection with a business combination

SPONSOR FORFEITURE AGREEMENT

  • The Sponsor agreed to forfeit up to 4,137,000 of its private placement warrants to purchase shares of JATT Class A Shares, exercisable at $11.50/share
    • At the Closing, the Forfeited Private Placement Warrants shall be transferred from the Sponsor to the FPA Investors and the PIPE Investor on a pro rata basis in accordance with such FPA Investors’ and PIPE Investor’s total invested capital.

LOCK-UP

  • Company and Sponsor
    • 1/3 of the Shares 6 months after the business combination
    • 1/3 of the Shares 12 months after the business combination
    • 1/3 of the Shares 24 months after the business combination
      • Each tranche of the lock-up shares will be freely tradable if the price equals or exceeds $12.00/Share for any 20/30 trading days

NOTABLE CONDITIONS TO CLOSING

  • The amount of cash and cash equivalents held by JATT without restriction outside of the Trust Account and any interest earned on the amount of cash held inside the Trust Account must be equal to or greater than $65,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing has not occurred on or before November 15, 2022
  • The SPAC extend the Outside Date from November 15, 2022 to January 16, 2023

ADVISORS

  • Raymond James & Associates, Inc. and its affiliates (together, “Raymond James”) is acting as the lead PIPE placement agent
  • Raymond James & Associates, Inc. is financial advisor to JATT in the transaction.
  • McDermott Will & Emery LLP is acting as legal counsel to Zura Bio.
  • Ogier is acting as legal counsel to Zura Bio.
  • Loeb & Loeb LLP and Simmons & Simmons are acting as legal counsel to JATT
  • Maples and Calder (Cayman) LLP are acting as Cayman Islands legal counsel to JATT.
  • Paul Hastings LLP is acting as legal counsel to Raymond James.

MANAGEMENT & BOARD

Executive Officers

Someit Sidhu, MD, 31
Chairman and Chief Executive Officer

Dr. Someit Sidhu is the Co-Founder and has been the CEO of Akaza Bioscience since 2019 and the CEO of Izana Bioscience since 2017 as well as the Co-Founder of Pathios Therapeutics. Dr. Sidhu has broad expertise covering various topics in the life sciences industry. Prior to these companies, he advised many large international pharmaceutical companies as a management consultant at McKinsey & Co, where he primarily focused on Pharmaceutical R&D and Portfolio Strategy. Dr. Sidhu gained medical experience during his time in Cardiology and General Surgery after graduating from the Oxford Medical School of Economics & Political Science.

Tauhid Ali, PhD, 53
Chief Operating Officer and Director

Tauhid Ali, PhD has more than 25 years international experience in the biopharmaceutical industry. Dr. Ali has broad management and leadership experience in translational research, corporate strategy, and global project leadership. He has been the Executive Vice President of Translational & Clinical Science at Cambrian Biopharma, a biotech venture capital holding company, since April 2020. Prior to that, he served as Vice President of Search & Translational Science (Rare Diseases Therapy Area Unit) at Takeda Pharmaceuticals from 2014 to 2019 and founded as well as led TAKcelerator™, a virtual rare disease biotech unit within Takeda with a novel operating model. Within its first two years, TAKcelerator™ launched three new companies and executed multiple out-licenses and partnerships. Dr. Ali has previously worked with several companies in the pharmaceuticals and biotechnology space including UCB Pharma, Ipsen Group, and Shire Pharmaceuticals. He has a PhD from Cardiff University and a Master of Sciences in Clinical Sciences from the Welsh School of Pharmacy.

Verender S. Badial, 48
Chief Financial Officer

Verender S. Badial has more than 20 years of experience as an investment banker and is currently Managing Director of Cryfield Investments, which he founded in 2015 and is responsible for the corporate finance services and capital fundraising activities. Between 1997 and 2015, Mr. Badial held executive functions in the Equity Capital Markets departments of Rothschild (ABN AMRO) and Societe Generale, allowing him to leverage rich experience in structuring and executing equity capital markets transactions as well as building up an extensive network. Mr. Badial also held the role of Managing Director with Rothschild (ABN AMRO) and Societe Generale within the investment banks and is experienced in both buy- and sell-side advisory transactions incorporating leveraged and structured equity and debt finance solutions with a key focus on financial sponsor portfolios in pharma and healthcare. Mr. Badial brings unique capabilities for the target identification and business combination processes based on his expertise from acquiring and funding numerous corporates, raising capital for M&A and IPOs coupled with significant expertise in analyzing potential financial or management improvements to operational businesses. Mr. Badial graduated with an honor’s degree from the London School of Economics & Political Science.

Board of Directors

Josh Distler, J.D., 45 [Resigned 9/29/21]
Director

Josh Distler, J.D. has been a senior member of the investment team and Head of Crossover and Quantitative Equity at Athanor Capital since 2019, a global investment firm that has invested heavily in disruptive innovators and has expertise across public and private markets. He was previously Managing Director, Portfolio Manager, and Head of Portfolio Research at Magnitude Capital from 2013 to 2019 and a member of the Board of Directors of Schrödinger, Inc. (Nasdaq: SDGR) from 2014 to 2018, a global leader in applying physics-based molecular modeling and machine learning to drug design. Prior to that, from 2008 to 2012, Mr. Distler was COO of Global Private Investing with D.E. Shaw & Co. and Chief Operating Officer of Attenuon, LLC, a clinical-stage drug development firm, which invented what is now ALXN1840, a Phase III drug for Wilson’s Disease. Mr. Distler received his Juris Doctor from Yale Law School and his bachelor’s degree in Economics from Harvard University.

Arnout Ploos van Amstel, 57
Director

Arnout Ploos van Amstel has more than 30 years of experience in life sciences and biotechnology within several leadership positions and has extensive capabilities in drug development processes. Most recently, he was SVP, Head and General Manager of Global Business Franchise Immunology Hepatology & Dermatology at Novartis in Switzerland, a $5bn revenue business unit and the biotech within the pharma, where he was responsible for assets from early clinical development to late-stage commercialization and built a leading immunology/liver pipeline. Prior to that, he held the position of SVP & General Manager for the Hospital business of Wyeth Pharmaceuticals in the U.S., where he led the integration workstream for the Hospital businesses of Wyeth and Pfizer in the context of the acquisition. Mr. van Amstel graduated in Business Economics at the University of Groningen in Netherlands.

Javier Cote-Sierra, PhD, 58
Director

Javier Cote-Sierra, PhD, is Co-Founder & CSO of Allianthera Biopharma (ATB) and has extensive expertise in the entire process of drug discovery and development. Before co-founding ATB in December 2020, he served as the Head of Inflammation & Immunology External Innovation at Sanofi Genzyme from 2018 to 2020, overseeing, amongst others, various research collaborations and in-licensing deals. Additionally, he led the evaluations and investments of multiple key assets and companies. Prior to his role at Sanofi Genzyme, Dr. Cote-Sierra was Senior Director for External R&D Innovation, Inflammation & Immunology at Pfizer from 2015 to 2017. Over his career in the life sciences industry, he held various roles at several pharmaceutical companies including GlaxoSmithKline (Stiefel), Hoffman-la Roche and Millennium Pharmaceuticals before its acquisition by Takeda. Dr. Cote-Sierra received his PhD in Immunology and a master’s degree in Molecular Biology from the Free University of Brussels.

Graeme Sloan, 57
Director

Graeme Sloan is an experienced corporate lawyer with over 30 years of experience including extensive experience with mergers and acquisitions and complex deal structuring. In the past, he served as global M&A co-chair at the prominent law firms of Latham & Watkins (where he was a partner from 2006 to 2015) and Morrison & Foerster (where he was a partner from 2015 to 2020) before founding Sloan Legal in 2020. Mr. Sloan has a wealth of expertise advising on and project managing public and private M&A transactions, private equity deals, corporate finance transactions as well as joint ventures. He frequently advises on cross-border transactions and his experience spans a wide range of sectors, including life sciences and healthcare, technology, energy, and financial services. Mr. Sloan received his honor’s degree in law from the University of Glasgow and his Diploma in Legal Practice from the University of Edinburgh.

 

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