| PART III | 68 |
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| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 68 |
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| ITEM 11. EXECUTIVE COMPENSATION | 77 |
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| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 78 |
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| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 79 |
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| ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | 80 |
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| PART IV | 81 |
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| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 81 |
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CERTAIN ITEMS
Unless otherwise stated in this Annual Report on Form 10-K for the year ended December 31, 2024 (this “Annual Report”), or the context otherwise requires, references to:
| • | “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association, as amended on June 11, 2024 in connection with our Initial Public Offering; |
| • | “Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; |
| • | “Company,” “we,” “us,” “our,” or “our Company” are to Perceptive Capital Solutions Corp, a Cayman Islands exempted company; |
| • | “Founders” are to Joseph Edelman, Adam Stone and Michael Altman, senior executives of Perceptive Advisors; |
| • | “Founder Shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our Initial Public Offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
| • | “Initial Public Offering” refers to our initial public offering for our Class A ordinary shares; |
| • | “Initial Shareholders” are to our sponsor and each other holder of Founder Shares upon the consummation of our Initial Public Offering; |
| • | “management” or “our management team” are to our executive officers and directors (including our directors who became directors at the consummation of our Initial Public Offering); |
| • | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
| • | “Perceptive Advisors” are to Perceptive Advisors, LLC, an affiliate of our sponsor; |
| • | “permitted withdrawals” means amounts withdrawn or eligible to be withdrawn to fund our working capital requirements, subject to an annual limit of $300,000, and/or to pay our taxes (which shall not be subject to the $300,000 annual limitation described in the foregoing), such withdrawals can only be made from interest and not from the principal held in the trust account; |
| • | “Private Placement” are to the 286,250 Class A ordinary shares issued to our sponsor at a price of $10.00 per share in a private placement simultaneously with the closing of our Initial Public Offering (which shares are identical to the shares sold in our Initial Public Offering, subject to certain limited exceptions as described herein) and upon conversion of working capital loans; |
| • | “Public Shareholders” are to the holders of our Public Shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase Public Shares, provided that our sponsor’s and each member of our management team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| • | “Public Shares” are to our Class A ordinary shares in our Initial Public Offering (whether they are purchased in our Initial Public Offering or thereafter in the open market); and |
| • | “sponsor” are to Perceptive Capital Solutions Holdings, a Cayman Islands exempted limited company. |
