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Perceptive Capital Solutions Corp

For the period ended Jun 30, 2025. Filed Aug 13, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 13, 2025

FRNM$10.18-2.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-12.

0001140361-25-018389

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0001140361-25-030622

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 55 previous paragraphs and 58 current paragraphs.

46 unchanged; 7 reworded; 5 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

For the six months ended June 30, 2025, we had a net income of $1,433,402, which consists of interest income on cash and investments held in the Trust Account of $1,910,834 partially offset by unrealized loss on interest earned on cash and marketable securities of $28,278 and operating costs of $449,154.

Current report

For the three months ended June 30, 2024, we had a net income of $102,875, which consists of interest income on investments held in the Trust Account of $202,332 and unrealized gain of $7,097 offset by operating costs of $106,554.

Current report

For the period from March 22, 2024 (inception) through June 30, 2024, we had net income $87,478 which consists of interest income on investments held in the Trust Account of $202,332 and unrealized gain of $7,097 offset by operating costs of $121,951.

Current report

The Company’s mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year from the date of the accompanying unaudited condensed financial statements. Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently June 13, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of Combination Period.
Removed paragraphs (2)

Previous report

For the period from March 22, 2024 (inception) through March 31, 2024, we had net loss of $15,397 which consists of operating costs.
Reworded paragraphs (7)

Previous wording

For the three months ended March 31, 2025, we had a net income of $678,555, which consists of interest income on cash and investments held in the Trust Account of $961,912, partially offset by unrealized loss on interest earned on cash and marketable securities of $27,399 and operating costs of $255,958.

Current wording

For the three months ended June 30, 2025, we had a net income of $754,847, which consists of interest income on cash and investments held in the Trust Account of $948,922, partially offset by unrealized loss on interest earned on cash and marketable securities of $879 and operating costs of $193,196.

Previous wording

For the three months ended March 31, 2025, cash used in operating activities was $237,747. Net income of $678,555 was affected by interest earned on cash and investments held in the Trust Account of $961,912, an unrealized loss on interest earned on cash and investments held in the Trust Account of $27,399, and changes in operating assets and liabilities of $18,211.

Current wording

For the three months ended June 30, 2025, cash used in operating activities was $385,275. Net income of $1,433,402 was affected by interest earned on cash and investments held in the Trust Account of $1,910,834 an unrealized loss on interest earned on cash and investments held in the Trust Account of $28,2748, and changes in operating assets and liabilities of $63,879.

Previous wording

For the period from March 22, 2024 (inception) through March 31, 2024, cash used in operating activities was $0.

Current wording

For the period from March 22, 2024 (inception) through June 30, 2024, cash used in operating activities was $196,326. Net income of $87,478 was affected by interest earned on marketable securities held in the Trust Account of $202,332, an unrealized gain on marketable securities held in the Trust Account of $7,097, changes in operating assets and liabilities of $118,952 and a payment of operation costs through a promissory note of $44,577.

Previous wording

As of March 31, 2025, we had cash and investments held in the Trust Account of $89,288,910 (including approximately $3,038,910 of investment income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. The Company may withdraw interest earned on the Trust Account for working capital requirements subject to an annual limit of $300,000, and/or to pay the Company’s taxes (which shall not be subject to the $300,000 annual limitation described in the foregoing) (“Permitted Withdrawals”), divided by the number of the then-outstanding Public Shares. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of June 30, 2025, we had cash and investments held in the Trust Account of $89,936,953 (including approximately $3,686,953 of investment income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. The Company may withdraw interest earned on the Trust Account for working capital requirements subject to an annual limit of $300,000, and/or to pay the Company’s taxes (which shall not be subject to the $300,000 annual limitation described in the foregoing) (“Permitted Withdrawals”), divided by the number of the then-outstanding Public Shares. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of March 31, 2025, we had cash of $1,191,937 and working capital of $1,077,921. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of June 30, 2025, we had cash of $1,344,409 and working capital of $1,184,725. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of an initial Business Combination and the Company’s liquidation, the Company agreed (i) to pay the sponsor for office space, secretarial and administrative services provided to the Company in the amount of $15,000 per month and (ii) to indemnify the sponsor and its affiliates, including Perceptive Advisors, LLC, from any liability arising with respect to their activities in connection with the Company’s affairs, as described in more details in the Administrative Services and Indemnification Agreement, a copy of which is filed as an exhibit to this Quarterly Report. For the three months ended March 31, 2025, the Company incurred and paid $45,000 in fees for these services. For the period from March 22, 2024 (inception) through March 31, 2025 the Company did not incur any fees for these services.

Current wording

Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of an initial Business Combination and the Company’s liquidation, the Company agreed (i) to pay the sponsor for office space, secretarial and administrative services provided to the Company in the amount of $15,000 per month and (ii) to indemnify the sponsor and its affiliates, including Perceptive Advisors, LLC, from any liability arising with respect to their activities in connection with the Company’s affairs, as described in more details in the Administrative Services and Indemnification Agreement, a copy of which is filed as an exhibit to this Quarterly Report. For the three and six months ended June 30, 2025, the Company incurred and paid $45,000 and $90,000 in fees for these services. For the three months ended June 30, 2024 and for the period from March 22,2024 (inception) through June 30, 2024 the Company incurred and paid $9,500 and $9,500 in fees for these services, respectively, of which such amount is included in accounts payable and accrued expenses in the accompanying unaudited condensed balance sheet.

Previous wording

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit). Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of our balance sheets.

Current wording

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets.