Convertible Preferred Shares and Shareholders' Equity (Deficit)

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

Convertible Preferred Shares and Shareholders' Equity (Deficit)

8. Convertible Preferred Shares and Shareholders' Equity (Deficit)

Pre-Funded Warrants

In June 2025, pursuant to the Subscription Agreement and immediately prior to the Closing, certain new and current investors purchased pre-funded warrants of Pre-Merger Crescent for $1.9109 per warrant prior to the Exchange Ratio, or $13.22 per warrant as adjusted for the Exchange Ratio. At the Closing of the Merger, pre-funded warrants of Pre-Merger Crescent automatically converted to pre-funded warrants of the Company to purchase 2,767,122 shares of the Company common stock at an exercise price of $0.001 per share. In connection with the Redomestication, such pre-funded warrants converted to pre-funded warrants to purchase 2,767,122 ordinary shares at an exercise price of $0.001 per share.

In December 2025, a certain current investor purchased pre-funded warrants at a purchase price of $13.410 per share allowing for the purchase of 131,434 shares at an exercise price of $0.001 per share.

The pre-funded warrants were recorded as a component of shareholders’ equity within additional paid-in-capital and have no expiration date. As of March 31, 2026, none of the pre-funded warrants have been exercised.

Convertible Preferred Shares

In September 2024, Pre-Merger Crescent issued and sold 20,000,000 shares of the Series Seed Convertible Preferred Stock to a related party, Fairmount Healthcare Fund II L.P., an affiliate fund of Fairmount, at a purchase price of $0.20 per share for gross proceeds of $4.0 million.

Upon the issuance of the Pre-Merger Crescent Series Seed Preferred Stock, the Company assessed the embedded conversion and liquidation features of the securities as described below and determined that such features did not require the Company to separately account for these features as embedded derivatives.

In June 2025, upon on the closing of the Merger, the outstanding Pre-Merger Crescent Series Seed Preferred Stock converted into 2,890 shares of Preferred Stock designated as Series A. In connection with the Redomestication, such shares of Series A designated Preferred Stock converted to 2,890 Series A designated Preferred Shares.

As of March 31, 2026 and December 31, 2025, Convertible Preferred Shares consisted of the following (in thousands, except share amounts):

	March 31, 2026
	Preferred Shares Authorized	Preferred Shares Issued and Outstanding(1)	Carrying Value		Liquidation Preference		Ordinary Shares Issuable Upon Conversion
Preferred Shares	5,000,000	2,890	$	4,000	$	—	2,890,000

(1) Preferred shares designated as Series A

	December 31, 2025
	Preferred Shares Authorized	Preferred Shares Issued and Outstanding(1)	Carrying Value		Liquidation Preference		Ordinary Shares Issuable Upon Conversion
Preferred Shares	5,000,000	2,890	$	4,000	$	—	2,890,000

(1) Preferred shares designated as Series A

Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Shares (the “Series A Certificate of Designation”), holders of Series A designated Preferred Shares are entitled to receive dividends on shares of Series A designated Preferred Shares equal to, on an as-if-converted-to-Company Ordinary Shares basis, and in the same form as, dividends actually paid on Company ordinary shares. Except as provided in the Series A Certificate of Designation or as otherwise required by law, the Company Series A designated Preferred Shares do not have voting rights. The Company Series A designated Preferred Shares shall rank on parity with the Company ordinary shares as to the distribution of assets upon any liquidation, dissolution, or winding-up of the Company. Each Series A designated Preferred Share is convertible at the option of the holder, at any time, and without the payment of additional consideration by the holder into ordinary shares of the Company. As of March 31, 2026, each outstanding Series A designated Preferred Share was convertible into ordinary shares at a ratio of 1,000:1.

Ordinary Shares

As of March 31, 2026, the Company has the authority to issue a total of 175,000,000 ordinary shares at a par value of $0.001 per share. As of March 31, 2026, 27,571,935 ordinary shares were issued and outstanding, which includes 168,215 ordinary shares in connection with the issuance of RSAs. Each ordinary share entitles the holder to one vote, together with the holders of Convertible Preferred Shares, on all matters submitted to the shareholders for a vote. The holders of ordinary shares are entitled to receive dividends, if any, as declared by the Company’s board of directors (the “Board of Directors” or “Board”), subject to the preferential dividend rights of the holders of Convertible Preferred Shares.

As of March 31, 2026, there were an aggregate of 16,144,932 ordinary shares reserved for issuance (i) for the conversion of Series A designated Preferred Shares into ordinary shares, (ii) for the exercise of outstanding and issued options for ordinary shares, (iii) for shares available for future grants, (iv) for settlement of outstanding RSUs for ordinary shares, (v) for the exercise of the pre-funded warrants, and (vi) for the exercise of the Parascent warrants.