Perceptive Capital Solutions Corp
For the period ended Mar 31, 2026. Filed May 13, 2026.
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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.
Mar 31, 2026 · Filed May 13, 2026
FRNM$10.18-2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001140361-26-021083
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 73 current paragraphs.
30 unchanged; 15 reworded; 27 added; 13 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 (27)
Current report
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, including to the extent extended;
Current report
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;
Current report
Recent Developments
Current report
Business Combination Agreement
Current report
On December 5, 2025, we, StarNet Merger Sub I, Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub I”), StarNet Merger Sub II, LLC, a Delaware limited liability company and our wholly-owned subsidiary (“Merger Sub II”), and Freenome, entered into the Business Combination Agreement. The Proposed Freenome Business Combination was unanimously approved by the boards of directors and special committees comprised of independent and disinterested members of the boards of directors of each of the Company and Freenome. The Proposed Freenome Business Combination is expected to close in the first half of 2026, following the receipt of the requisite approvals of the Company shareholders and Freenome stockholders and the fulfillment of other customary closing conditions (the “Closing”).
Current report
Subject to the terms and conditions of the Business Combination Agreement, we will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation (the “Domestication”) and change our name to Freenome, Inc. (“New Freenome”). Immediately prior to the Domestication, the holders of each issued and outstanding Class B ordinary share will elect to convert their Class B ordinary shares into Class A ordinary shares and immediately prior to the Domestication, the Company will effect the redemption of the Public Shares that are validly submitted for redemption and not withdrawn. In connection with the Domestication, each issued and outstanding Class A ordinary share will be converted into one share of common stock, par value $0.0001 per share, of New Freenome (the “New Freenome Common Stock”). Following the Domestication, Merger Sub I will merge with and into Freenome, with Freenome as the surviving company in the merger and, after giving effect to such merger, as a wholly-owned subsidiary of New Freenome (the “First Merger”). At the time the First Merger becomes effective (the “Effective Time”): (i) each share of Freenome common stock (collectively, “Freenome Common Shares”) issued and outstanding as of immediately prior to the Effective Time (including such shares issued upon the conversion of all shares of Freenome preferred stock into Freenome Common Shares prior to the Effective Time in accordance with the terms of the Business Combination Agreement, but excluding Freenome Common Shares held in treasury or by Freenome stockholders who have properly demanded appraisal of such Freenome Common Shares in accordance with Section 262 of the DGCL) will be automatically canceled and extinguished and converted into the right to receive a number of shares of New Freenome Common Stock based on an exchange ratio, which is based on an implied Freenome base equity value of $725,000,000 and subject to certain adjustments as set forth in the Business Combination Agreement (the “Exchange Ratio”); (ii) each option to purchase Freenome Common Shares (each, a “Freenome Option”), whether vested or unvested, will cease to represent the right to purchase Freenome Common Shares and will be canceled in exchange for options to purchase New Freenome Common Stock under the equity incentive plan to be adopted by PCSC in advance of the Closing (the “New Freenome Equity Incentive Plan”), adjusted for the Exchange Ratio and exercise price, and generally subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Freenome Option immediately prior to the Effective Time; and (iii) each restricted stock unit award that is outstanding with respect to Freenome Common Shares (each, a “Freenome RSU Award”), whether vested or unvested, will be canceled in exchange for a restricted stock unit awa…
Excerpt shortened here; the source contains the full paragraph.
Current report
As part of the same overall transaction as the First Merger, subject to the terms and conditions of the Business Combination Agreement, Freenome, as the surviving corporation of the First Merger, will merge with and into Merger Sub II with Merger Sub II continuing as the surviving company in the merger (the “Second Merger” and together with the First Merger, the “Mergers”).
Current report
Sponsor Letter Agreement
Current report
Concurrently with the execution of the Business Combination Agreement, we, our sponsor, certain insiders of the Company (“PCSC Insiders”) and Freenome entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which our sponsor and each PCSC Insider, as a holder of Founder Shares has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Proposed Freenome Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Founder Shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) be bound by certain other covenants and agreements related to the Proposed Freenome Business Combination, (iv) be bound by certain transfer restrictions with respect to his, her or its ordinary shares prior to the Closing, and (v) be subject to the restrictions contemplated by the Lock-Up Agreements (as defined below) in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.
Current report
PIPE Financing (Private Placement)
Current report
Concurrently with the execution of the Business Combination Agreement, on December 5, 2025, we entered into subscription agreements (the “Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors, and other accredited investors, including, among others, Perceptive Life Sciences Master Fund Ltd, a fund managed by Perceptive Advisors, an affiliate of our sponsor, as well as certain existing stockholders of Freenome (collectively, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and we agreed to issue and sell to the PIPE Investors, on the date the Closing occurs (the “Closing Date”), an aggregate of 24,000,000 shares of New Freenome Common Stock for a purchase price of $10.00 per share, and aggregate gross proceeds of $240,000,000 (the “PIPE Financing”).
Current report
The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New Freenome Common Stock (including the New Freenome Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq; (ii) satisfaction of all conditions precedent to the Closing ; and (iii) the absence of specified adverse judgements, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the Proposed Freenome Business Combination.
Current report
The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the Business Combination Agreement shall not have been amended, modified, or supplemented, and no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor (in its capacity as such) would reasonably expect to receive under the Subscription Agreements; (ii) the material truth and accuracy of our representations and warranties in the Subscription Agreements, subject to customary bringdown standards; (iii) no subscription agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New Freenome Common Stock under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits (other than terms particular to the legal or regulatory requirements of such other PIPE Investor or its affiliates or related persons); (iv) all specified consents, waivers or other authorizations and notices, required to be made in connection with the issuance and sale of New Freenome Common Stock under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent us from consummating the transactions contemplated by the Subscription Agreements; (v) material compliance by us with its covenants, agreements and conditions under the Subscription Agreements; (vi) there has not occurred any Material Adverse Effect or Parent Material Adverse Effect (each as defined in the Business Combination Agreement) since the date of the Subscription Agreements that is continuing.
Current report
The Subscription Agreements provide that the Company will grant the Investors certain customary registration rights.
Current report
Freenome Transaction Support Agreements and Stockholder Written Consents
Current report
Promptly after the signing of the Business Combination Agreement, certain stockholders of Freenome (collectively, the “Freenome Supporting Stockholders”) entered into a Transaction Support Agreement (collectively, the “Transaction Support Agreements”) with us, pursuant to which the Freenome Supporting Stockholders have agreed to, among other things, (a) to vote (i) in favor of the approval and adoption of the Business Combination Agreement and the Proposed Freenome Business Combination, and (ii) against and withhold consent to any alternative acquisition proposal or other matter, action or proposal intended or that would reasonably be expected to result in a breach of any of Freenome’s covenants or obligations under the Business Combination Agreement, result in any breach to the conditions to Closing thereunder and otherwise impede or prevent the consummation of the Proposed Freenome Business Combination, (c) not, directly or indirectly, initiate, encourage or otherwise facilitate an alternative acquisition proposal, and (d) refrain from transferring any covered securities.
Current report
Investor Rights Agreement
Current report
In connection with the Closing, New Freenome, our sponsor and certain stockholders of Freenome will enter into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other things, New Freenome will agree that, within 30 calendar days following the Closing Date, New Freenome will file with the SEC a registration statement registering the resale of certain shares of New Freenome Common Stock held by or issuable to the parties thereto (the “Resale Registration Statement”), and New Freenome will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The Investor Rights Agreement amends and restates the Registration Rights Agreement.
Current report
Extension Amendment Proposal
Current report
On May 5, 2026, the Company filed a preliminary proxy statement on Schedule 14A (the "Proxy Statement") with the SEC in connection with an extraordinary general meeting of shareholders (the "Shareholder Meeting"). The Proxy Statement seeks shareholder approval of, among other things, a proposal to amend the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination (the "Termination Date") from June 13, 2026 to June 13, 2027 (the "Extension Amendment Proposal"). If the Extension Amendment Proposal is approved, holders of Public Shares will have the right to redeem all or a portion of their Public Shares for a pro rata portion of the funds held in the Trust Account in connection with such extension. If the Extension Amendment Proposal is not approved and a Business Combination, including the Proposed Freenome Business Combination, is not completed on or before the Termination Date, the Company will be required to cease operations and liquidate.
Current report
For the three months ended March 31, 2026, we had a net loss of $51,749, which consists of an unrealized loss on interest earned on cash and marketable securities of $34,096 and operating costs of $858,834, partially offset by interest income on cash and investments held in the Trust Account of $841,181.
Current report
Risks and Uncertainties
Current report
Results of operations and our ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. Our business of pursuing and consummating a Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, export controls, tariffs, trade wars, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of geopolitical conflicts, tensions and instability. Some examples include the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the war in Iran and the broader conflict and escalating tensions in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may materially impact our business and our ability to complete a Business Combination.
Current report
Further, there have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect the Company’s search for a target and/or the Company’s ability to complete an initial Business Combination. Recently, the United States has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the United States, other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs, and the Company cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.
Current report
Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, negatively impact our ability to raise capital in connection with an initial Business Combination or lead to material adverse effects on a post-Business combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a Business Combination could change even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that business combination agreement. In addition, investors may be hesitant or unwilling to invest in businesses due to the impact of the tariffs and foreign retaliatory tariffs on the global macroeconomic conditions and the public trading markets. These factors could affect our selection of a Business Combination target.
Current report
Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the such factors, could adversely affect our search for an initial Business Combination and any target business with which we may ultimately consummate an initial Business Combination.
Current report
Critical Accounting Estimates
Removed paragraphs (13)
Previous report
our ability to select an appropriate target business or businesses;
Previous report
our ability to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”);
Previous 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.
Previous 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.
Previous report
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 report
Critical Accounting Policies and Estimates
Previous report
Class A Ordinary Shares Subject to Possible Redemption
Previous report
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.
Previous report
Net Income Per Ordinary Share
Previous report
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes an initial Business Combination as the most likely outcome. The Company does not have any dilutive instruments. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period.
Previous report
The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.
Previous report
Recent Accounting Standards
Previous report
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Reworded paragraphs (15)
Previous wording
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:
Current wording
The forward-looking statements contained in this Quarterly 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:
Previous wording
our potential ability to obtain additional financing to complete our initial Business Combination or reimburse any loans the Sponsor may loan to the Company (the “Working Capital Loans”);
Current wording
our potential ability to obtain additional financing to complete our initial Business Combination, including the Proposed Freenome Business Combination, or reimburse any loans the Sponsor may loan to the Company (the “Working Capital Loans”);
Previous wording
our ability to consummate an initial Business Combination due to the uncertainty resulting from geopolitical events, acts of war or terrorism, such as the conflicts in Ukraine and Russia or Israel, economic impacts such as inflation, international tariffs and rising interest rates and public health crises, such as the COVID-19 pandemic;
Current wording
our ability to consummate an initial Business Combination, including the Proposed Freenome Business Combination, due to the uncertainty resulting from geopolitical events, acts of war or terrorism, such as the conflicts in Ukraine and Russia or Israel and Iran, economic impacts such as inflation, international tariffs and rising interest rates and public health crises, such as the COVID-19 pandemic;
Previous wording
the ability of our officers and directors to generate a number of potential Business Combination opportunities;
Current wording
the ability of our officers and directors to generate alternative potential Business Combination opportunities if the Proposed Freenome Business Combination is not consummated;
Previous wording
our ability to obtain additional financing to complete a Business Combination;
Current wording
our ability to obtain additional financing to complete the Proposed Freenome Business Combination or any other initial Business Combination;
Previous wording
the number of redemptions by our public shareholders in connection with a proposed Business Combination; and
Current wording
the number of redemptions by our public shareholders in connection with the Extension Amendment Proposal or proposed Business Combination; and
Previous 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.
Current 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.
Previous 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.
Current wording
For the three months ended March 31, 2026, cash used in operating activities was $297,852. Net loss of $51,749 was affected by interest earned on cash and investments held in the Trust Account of $841,181, an unrealized loss on interest earned on cash and investments held in the Trust Account of $34,096, and changes in operating assets and liabilities of $560,982.
Previous 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.
Current 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.
Previous 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.
Current wording
As of March 31, 2026, we had cash and investments held in the Trust Account of $92,679,503 (including $6,429,503 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 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.
Current wording
As of March 31, 2026, we had cash of $567,179 and working capital deficit of $2,205,508. 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 unaudited condensed consolidated financial statements.
Previous wording
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.
Current wording
In accordance with the Amended and Restated Memorandum and Articles of Association, the Company has 24 months from the date of the Initial Public Offering, or until June 13, 2026, to consummate the Initial Business Combination. As disclosed above, the Company filed the Proxy Statement with the SEC on May 5, 2026, seeking shareholder approval to, among other matters, extend the Combination Period through June 13, 2027. If a Business Combination is not consummated by the end of the Combination Period, currently June 13, 2026 (and if the Extension Amendment Proposal is approved, June 13, 2027), 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.
Previous 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.
Current wording
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of March 31, 2026, 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 consolidated 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 consolidated 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 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.
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 detail 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, 2026 and 2025, the Company incurred and paid $45,000 in fees for these services.
Previous wording
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. There are no critical accounting estimates that have been identified. We have identified the following critical accounting policies:
Current wording
The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. There are no critical accounting estimates that have been identified during this period.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
our ability to continue as a going concern;