Perceptive Capital Solutions Corp

This Annual Report, including, without limitation, statements under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

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the fact that we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

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our ability to complete the Proposed Freenome Business Combination, or, if the Proposed Freenome Business Combination is not consummated, any other business combination prior to our expiration date on June 13, 2026 (as may be extended pursuant to the MAA);

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the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against PCSC and Freenome following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement;

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the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;

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our expectations around the performance of Freenome or any other prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination or reimburse any loans the sponsor may loan to the Company;

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our pool of prospective target businesses;

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our ability to consummate an initial business combination, including the Proposed Freenome Business Combination, due to the uncertainty resulting from geopolitical tensions or conflicts such as the ongoing conflicts between Russia and Ukraine, Israel and Iran, and Israel and Hamas, acts of war or terrorism, economic impacts such as inflation, international tariffs and rising interest rates and public health crises, such as the COVID-19 pandemic;

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the ability of our officers and directors to generate alternative potential business combination opportunities if the Proposed Freenome Business Combination is not consummated;

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our ability to obtain additional financing to complete the Proposed Freenome Business Combination or any other initial business combination;

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our public securities’ potential liquidity and trading;

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our ability to meet stock exchange listing standards prior to or following the consummation of an initial business combination, to regain compliance with any stock exchange listing standards prior to the consummation of an initial business combination, and to remain listed on the Nasdaq Capital Market prior to the consummation of our initial business combination;

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the use of funds not held in the trust account that was established in connection with the Initial Public Offering (the “Trust Account”) or available to us from interest income on the Trust Account balance;

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the Trust Account not being subject to claims of third parties;

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our ability continue as a going concern;

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our ability to recognize the anticipated benefits of the Proposed Freenome Business Combination;

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costs related to the Proposed Freenome Business Combination our financial performance following our Initial Public Offering;

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the number of redemptions by our public shareholders in connection with a proposed business combination; and

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the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

PART I

ITEM 1.