Perceptive Capital Solutions Corp
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
Page
| SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS | 5 | |
|---|---|---|
| PART I | 7 | |
| ITEM 1. | BUSINESS | 7 |
| ITEM 1A. | RISK FACTORS | 28 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 71 |
| ITEM 1C. | CYBERSECURITY | 71 |
| ITEM 2. | PROPERTIES | 72 |
| ITEM 3. | LEGAL PROCEEDINGS | 72 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 72 |
| PART II | 73 | |
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 73 |
| ITEM 6. | [RESERVED] | 73 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 74 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 78 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 78 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 79 |
| ITEM 9A. | CONTROLS AND PROCEDURES. | 79 |
| ITEM 9B. | OTHER INFORMATION. | 80 |
| PART III | 81 | |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 81 |
| ITEM 11. | EXECUTIVE COMPENSATION | 91 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 91 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 92 |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 94 |
| PART IV | 95 | |
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 95 |
| ITEM 16. | FORM 10 K SUMMARY | 96 |
| PERCEPTIVE CAPITAL SOLUTIONS CORP INDEX TO FINANCIAL STATEMENTS | F-1 |
CERTAIN ITEMS
Unless otherwise stated in this Annual Report on Form 10-K for the year ended December 31, 2025 (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;
“Business Combination Agreement” are to the Business Combination Agreement entered into by the Company, StarNet Merger Sub I, Corp., a Delaware corporation and the Company’s wholly-owned subsidiary (“Merger Sub I”), StarNet Merger Sub II, LLC, a Delaware limited liability company and the Company’s wholly-owned subsidiary (“Merger Sub II”), and Freenome, as may be amended from time to time;
“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,” “our Company” or “PCSC” 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”);
“Freenome” are to Freenome Holdings, Inc., a Delaware corporation;
“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);
“New Freenome” are to Freenome, Inc. after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement;
“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 Shares” 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;
“Proposed Freenome Business Combination” are to the proposed business combination with Freenome;
“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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.