Perceptive Capital Solutions Corp

DEF 14A 1 ny20072405x2_def14a.htm DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

PERCEPTIVE CAPITAL SOLUTIONS CORP

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO SHAREHOLDERS OF PERCEPTIVE CAPITAL SOLUTIONS CORP

51 Astor Place, 10th Floor

New York, New York 10003

Dear Perceptive Capital Solutions Corp Shareholder:

You are cordially invited to attend an extraordinary general meeting of Perceptive Capital Solutions Corp, a Cayman Islands exempted company (“PCSC”), which will be held on June 10, 2026, at 10:00 A.M., Eastern Time, at the offices of Cooley LLP located at 55 Hudson Yards, New York, New York 10001, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Shareholder Meeting”).

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting PCSC’s Secretary at PCSC@perceptivelife.com by 10:00 A.M., Eastern Time, on June 8, 2026. You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/perceptivecapitalsolutions/2026.

The accompanying Notice of the Shareholder Meeting and proxy statement describe the business PCSC will conduct at the Shareholder Meeting (unless PCSC determines that it is not necessary to hold the Shareholder Meeting, as described in the accompanying proxy statement) and provide information about PCSC that you should consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated May 14, 2026, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

Proposal No. 1—Extension Amendment Proposal—To amend, by way of special resolution, PCSC’s Memorandum and Articles of Association to extend the date (the “Termination Date”) by which PCSC has to consummate a business combination (the “Articles Extension”) from June 13, 2026 (the “Original Termination Date”) to June 13, 2027 (the “Articles Extension Date”), unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and

Proposal No. 2—Adjournment Proposal—To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the capital of PCSC represented (either in person or by proxy) to approve the Extension Amendment Proposal, or (ii) if the holders of Public Shares (as defined below) have elected to redeem an amount of shares in connection with the Articles Extension such that PCSC would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal is to allow PCSC additional time to complete its previously announced Business Combination. On December 5, 2025, PCSC entered into a Business Combination Agreement (the “Business Combination Agreement”) with StarNet Merger Sub I, Corp., a Delaware corporation and a wholly-owned subsidiary of PCSC (“Merger Sub I”), StarNet Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of PCSC (“Merger Sub II”), and Freenome Holdings, Inc., a Delaware corporation (“Freenome”). However, there can be no guarantee that the business combination with Freenome will be consummated. If it is not consummated, the Extension Amendment Proposal will allow PCSC additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.

The Memorandum and Articles of Association provide that PCSC has until June 13, 2026 to complete its initial Business Combination. PCSC’s Board has determined that it is in the best interests of PCSC to seek an extension of the

Termination Date and have PCSC’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, PCSC’s Board believes that PCSC may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, PCSC would be precluded from completing a Business Combination and would be forced to liquidate.

As contemplated by the Memorandum and Articles of Association, the holders of PCSC’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares” or the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of PCSC’s initial public offering and the concurrent sale of the private placement shares (the “Private Placement Shares”), if the Articles Extension is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to have their Public Shares redeemed in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension.

Since the Sponsor and PCSC’s officers and directors have, pursuant to a letter agreement executed in connection with PCSC’s initial public offering, waived their redemption rights with respect to any Class B Ordinary Shares (as defined below), Private Placement Shares and Public Shares they hold or purchase, such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. On May 1, 2026, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.78, based on the aggregate amount on deposit in the Trust Account of approximately $92.9 million as of May 1, 2026 (including interest earned on the funds held in the Trust Account (net of amounts withdrawn or eligible to be withdrawn to fund PCSC’s working capital requirements, subject to an annual limit of $300,000, and/or to pay PCSC’s taxes (which shall not be subject to the $300,000 annual limitation described in the foregoing) (such withdrawals, the “Permitted Withdrawals”)), divided by the number of the then-outstanding Public Shares in issue. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of Permitted Withdrawals). The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on May 1, 2026 was $11.17. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.39 less per share than if the shares were sold in the open market (based on the per share redemption price as of May 1, 2026). PCSC cannot assure shareholders that the price of their Class A Ordinary Shares will continue to be greater than the redemption price. PCSC believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if PCSC does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, PCSC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to PCSC for Permitted Withdrawals, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PCSC’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to PCSC’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Shareholder Meeting, or if due to redemptions in connection with the Articles Extension, PCSC would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC.

The Board has fixed the close of business on May 12, 2026 as the record date for determining PCSC’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

PCSC believes that it is in the best interests of PCSC’s shareholders that PCSC obtains the Articles Extension. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of PCSC and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal and “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PCSC’S TRANSFER AGENT BY 5:00 P.M., EASTERN TIME, AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, PCSC urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of Perceptive Capital Solutions Corp

/s/ Joseph Edelman

Joseph Edelman

Chairman of the Board of Directors

51 Astor Place, 10th Floor

New York, New York 10003

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS OF PERCEPTIVE CAPITAL SOLUTIONS CORP

TO BE HELD ON JUNE 10, 2026

To the Shareholders of Perceptive Capital Solutions Corp:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Perceptive Capital Solutions Corp, a Cayman Islands exempted company (“PCSC”), will be held on June 10, 2026, at 10:00 A.M., Eastern Time (the “Shareholder Meeting”), at the offices of Cooley LLP located at 55 Hudson Yards, New York, New York 10001, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting PCSC’s Secretary at PCSC@perceptivelife.com by 10:00 A.M., Eastern Time, on June 8, 2026. You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/perceptivecapitalsolutions/2026 .

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to extend the date (the “Termination Date”) by which PCSC has to consummate a business combination (the “Articles Extension”) from June 13, 2026 (the “Original Termination Date”) to June 13, 2027 (the “Articles Extension Date”), unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and (ii) an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Ordinary Shares (as defined below) represented (either in person or by proxy) to approve the Extension Amendment Proposal, or (b) if the holders of Public Shares (as defined below) have elected to redeem an amount of shares in connection with the Articles Extension such that PCSC would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (the “Adjournment Proposal”) (unless PCSC determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement), each as more fully described below in the accompanying proxy statement, which is dated May 14, 2026, and is first being mailed to shareholders on or about that date. The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:

“In the event that the Company does not consummate a Business Combination by June 13, 2027, such earlier time as the directors may approve or such later time as the Members of the Company may approve in accordance with the Articles, the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company for Permitted Withdrawals (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article 38.8 with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of Applicable Law.”

“In the event that any amendment is made to these Articles:

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal is to allow PCSC additional time and flexibility to complete its previously announced Business Combination. On December 5, 2025, PCSC entered into a Business Combination Agreement (the “Business Combination Agreement”) with Merger Sub I, Merger Sub II and Freenome. However, there can be no guarantee that the business combination with Freenome will be consummated. If it is not consummated, the Extension Amendment Proposal will allow PCSC additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.

The Memorandum and Articles of Association provide that PCSC has until June 13, 2026 to complete its initial Business Combination. PCSC’s Board has determined that it is in the best interests of PCSC to seek an extension of the Termination Date and have PCSC’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, PCSC’s Board believes that PCSC may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, PCSC would be precluded from completing a Business Combination and would be forced to liquidate.

PCSC believes that it is in the best interests of PCSC’s shareholders that PCSC obtains the Articles Extension. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of PCSC and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal and “FOR” the Adjournment Proposal.

As contemplated by the Memorandum and Articles of Association, the holders of PCSC’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares” or the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial Public Offering”) and the concurrent sale of the private placement shares (the “Private Placement Shares”), if the Articles Extension is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to have their Public Shares redeemed in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension.

Since the Sponsor and PCSC’s officers and directors have, pursuant to a letter agreement executed in connection with the Initial Public Offering, waived their redemption rights with respect to any Class B Ordinary Shares (as defined below), Private Placement Shares and Public Shares they hold or purchase, such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. On May 1, 2026, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.78, based on the aggregate amount on deposit in the Trust Account of approximately $92.9 million as of May 1, 2026 (including interest earned on the funds held in the Trust Account (net of Permitted Withdrawals)), divided by the number of the then-outstanding Public Shares in issue. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of Permitted Withdrawals). The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on May 1, 2026 was $11.17. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.39 less per share than if the shares were sold in the open market (based on the per share redemption price as of May 1, 2026). PCSC cannot assure shareholders that the price of their Class A Ordinary Shares will continue to be greater than the redemption price. PCSC believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if PCSC does not complete a Business Combination on or before the Termination Date.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension. PCSC cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $92.9 million that was in the Trust Account as of May 1, 2026 (including interest earned on the funds held in the Trust Account (net of Permitted Withdrawals)).

If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, PCSC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to PCSC for Permitted Withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PCSC’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to PCSC’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law.

In the event of a liquidation, our initial shareholders (the Sponsor and our independent directors, Mark C. McKenna, Kenneth Song and Harlan W. Waksal) will not receive any monies held in the Trust Account as a result of their ownership of 2,156,250 Class B Ordinary Shares which were issued to the Sponsor prior to the Initial Public Offering, and 286,250 Private Placement Shares, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PCSC’S TRANSFER AGENT BY 5:00 P.M., EASTERN TIME, AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER

MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Shareholder Meeting, or if due to redemptions in connection with the Articles Extension, PCSC would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC.

Record holders of Ordinary Shares at the close of business on May 12, 2026 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 8,625,000 issued and outstanding Class A Ordinary Shares and 2,156,250 issued and outstanding Class B Ordinary Shares.

Our initial shareholders (the Sponsor and our independent directors, Mark C. McKenna, Kenneth Song and Harlan W. Waksal (together, the “Initial Shareholders”) intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement, our Initial Shareholders hold approximately 22.1% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to our Initial Shareholders, (i) approval of the Extension Amendment Proposal will require the affirmative vote of at least 4,935,834 Ordinary Shares held by public shareholders (or approximately 57.2% of the Public Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least 16,946 Ordinary Shares held by public shareholders (or approximately 0.2% of the Public Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; and (ii) approval of the Adjournment Proposal will require the affirmative vote of at least 3,091,251 Ordinary Shares held by public shareholders (or approximately 35.8% of the Public Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and no additional Public Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, PCSC urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated May 14, 2026 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Perceptive Capital Solutions Corp

/s/ Adam Stone

Adam Stone

Chief Executive Officer