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Perceptive Capital Solutions Corp

For the period ended Sep 30, 2025. Filed Nov 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.

Sep 30, 2025 · Filed Nov 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 2025-06-30; filed 2025-08-13.

0001140361-25-030622

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001140361-25-041736

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 58 previous paragraphs and 58 current paragraphs.

47 unchanged; 8 reworded; 2 added; 3 removed; 0 previous and 1 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 (2)

Current report

For the three months ended September 30, 2025, we had a net income of $144,634, which consists of interest income on cash and investments held in the Trust Account of $972,598 and unrealized gain on interest earned on cash and marketable securities of $28,196, partially offset by operating costs of $856,160.

Current report

For the three months ended September 30, 2024, we had a net income of $981,482, which consists of interest income on cash and investments held in the Trust Account of $1,163,406 and an unrealized gain on interest earned on cash and marketable securities of $14,204, partially offset by operating costs of $196,128.
Removed paragraphs (3)

Previous 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.

Previous 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.

Previous report

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Reworded paragraphs (8)

Previous 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.

Current wording

For the nine months ended September 30, 2025, we had a net income of $1,578,036, which consists of interest income on cash and investments held in the Trust Account of $2,883,432, partially offset by unrealized loss on interest earned on cash and marketable securities of $82 and operating costs of $1,305,314.

Previous wording

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 wording

For the period from March 22, 2024 (inception) through September 30, 2024, we had net income $1,068,960, which consists of interest income on cash and investments held in the Trust Account of $1,365,738 and an unrealized gain on interest earned on cash and marketable securities of $21,301, partially offset by operating costs of $318,079.

Previous 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.

Current wording

For the nine months ended September 30, 2025, cash used in operating activities was $551,775. Net income of $1,578,036 was affected by interest earned on cash and investments held in the Trust Account of $2,883,432 an unrealized loss on interest earned on cash and investments held in the Trust Account of $82, and changes in operating assets and liabilities of $753,539.

Previous 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.

Current wording

For the period from March 22, 2024 (inception) through September 30, 2024, cash used in operating activities was $273,854. Net income of $1,068,960 was affected by interest earned on cash and marketable securities held in the Trust Account of $1,365,738 and an unrealized gain on interest earned on cash and marketable securities of $21,301, changes in operating assets and liabilities of $352 and a payment of operating costs through a promissory note of $44,577.

Previous 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.

Current wording

As of September 30, 2025, we had cash and investments held in the Trust Account of $90,937,747 (including approximately $4,687,747 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”). 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 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.

Current wording

As of September 30, 2025, we had cash of $1,177,909 and working capital of $328,565. 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. The Company does not believe it has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these condensed financial statements.

Previous wording

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.

Current wording

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of September 30, 2025, management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements are issued. Management plans to complete the initial Business Combination prior to the mandatory liquidation date and expects to receive financing from the Sponsor or the affiliates of the Sponsor to meet its obligations through the time of liquidation or the completion of the initial Business Combination. There is no financing that is currently committed and no assurance that the Company’s plans to consummate the initial Business Combination will be successful within the Business Combination Period. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 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.

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 nine months ended September 30, 2025, the Company incurred and paid $45,000 and $135,000 in fees for these services. For the three months ended September 30, 2024 and for the period from March 22,2024 (inception) through September 30, 2024 the Company incurred and paid $45,000 and $54,500 in fees for these services, respectively, of which such amount is included in accrued expenses in the accompanying unaudited condensed balance sheets.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

In accordance with Amended and Restated Memorandum and Articles of Association, the Company has 24 months from the date of IPO (“Initial Public Offering”), or until June 13, 2026, to consummate the Initial 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. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.