If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Aggregate Amount consists of (i) 3,801,000 Ordinary Shares and (ii) 167,000 Ordinary Shares that are issuable upon the exercise of Warrants. The Percent of Class listed in row 13 is calculated based on (i) 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 167,000 Ordinary Shares that are issuable upon the exercise of Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 167,000 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 167,000 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Percent of Class is calculated based on 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Aggregate Amount represents (i) 6,827,604 Ordinary Shares and (ii) 500,333 Ordinary Shares that are issuable upon the exercise of warrants, each to acquire one Ordinary Share ("Warrants"). The Percent of Class is calculated based on (i) 112,628,458 shares Ordinary Shares that were outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, as increased by (ii) 500,333 Ordinary Shares issuable upon the exercise of Warrants.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


 
Frazier Life Sciences X, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:08/20/2025
 
Frazier Lifesciences Sponsor LLC
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P., Sole Member of Frazier Lifesciences Sponsor LLC
Date:08/20/2025
 
FHMLS X, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:08/20/2025
 
FHMLS X, L.L.C.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS X, L.L.C.
Date:08/20/2025
 
Frazier Life Sciences Public Fund, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:08/20/2025
 
FHMLSP, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:08/20/2025
 
FHMLSP, L.L.C.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP, L.L.C.
Date:08/20/2025
 
Frazier Life Sciences Public Overage Fund, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P., GP of Frazier Life Sciences Public Overage Fund, L.P.
Date:08/20/2025
 
FHMLSP Overage, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P.
Date:08/20/2025
 
FHMLSP Overage, L.L.C.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C.
Date:08/20/2025
 
Frazier Life Sciences XI, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:08/20/2025
 
FHMLS XI, L.P.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:08/20/2025
 
FHMLS XI, L.L.C.
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, CFO of FHMLS XI, L.L.C.
Date:08/20/2025
 
Frazier Life Sciences XII, L.P.
 
Signature:/s/ Gordon Empey
Name/Title:By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:08/20/2025
 
FHMLS XII, L.P.
 
Signature:/s/ Gordon Empey
Name/Title:By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:08/20/2025
 
FHMLS XII, L.L.C.
 
Signature:/s/ Gordon Empey
Name/Title:By Gordon Empey, General Counsel of FHMLS XII, L.L.C.
Date:08/20/2025
 
James N. Topper
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:08/20/2025
 
Patrick J. Heron
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for Patrick J. Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:08/20/2025
 
Albert Cha
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for Albert Cha, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:08/20/2025
 
James Brush
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for James Brush, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:08/20/2025
 
Daniel Estes
 
Signature:/s/ Steve R. Bailey
Name/Title:By Steve R. Bailey, Attorney-in-Fact for Daniel Estes, pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022
Date:08/20/2025