Perceptive Capital Solutions Corp
For the period ended Jun 30, 2026. Filed Jul 15, 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.
Jun 30, 2026 · Filed Jul 15, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-15.
0001140361-26-028480
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 73 previous paragraphs and 77 current paragraphs.
62 unchanged; 9 reworded; 6 added; 2 removed; 0 previous and 0 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 (6)
Current report
Extension Amendment
Current report
On June 10, 2026, the Company's shareholders approved an amendment to the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from June 13, 2026 to June 13, 2027. The amendment became effective upon filing with the Registrar of Companies of the Cayman Islands on June 10, 2026. The extension provides the Company with additional time to complete its proposed business combination with Freenome Holdings, Inc. or another initial business combination. In connection with the vote to approve the Extension Amendment Proposal, the holders of 754,008 Class A Ordinary Shares duly exercised their right to redeem (and did not withdraw their redemption exercises) their Class A Ordinary Shares for cash at a redemption price of approximately $10.82 per share, for an aggregate redemption amount of $8,158,743. After giving effect to the redemptions in connection with the Shareholder Meeting, approximately $85.17 million will remain in the trust account for the Company’s use in connection with consummating an initial business combination, subject to the redemption rights of holders of Class A Ordinary Shares in connection with such initial business combination.
Current report
Extraordinary General Meeting
Current report
On June 17, 2026, the Company filed the definitive proxy statement/prospectus (the "proxy statement/prospectus") for the solicitation of proxies in connection with the extraordinary general meeting of shareholders of the Company (the "Extraordinary General Meeting") to approve proposals related to the Business Combination. On July 9, 2026, the Company filed a proxy supplement to update and supplement certain information in the proxy statement/prospectus, including to (i) reflect recent developments of Freenome, (ii) postpone the Extraordinary General Meeting from July 9, 2026 to July 15, 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 at https://www.cstproxy.com/perceptivecapitalsolutions/sm2026, and (iii) extend the redemption deadline to 5:00 p.m. Eastern Time on July 13, 2026. There is no change to the purpose or any of the proposals to be acted upon at the Extraordinary General Meeting. Shareholders who wish to withdraw their previously submitted redemption demands may do so by contacting the Company's transfer agent. Except as set forth in the proxy supplement, the information in the proxy statement/prospectus remains unchanged.
Current report
For the six months ended June 30, 2026, we had a net loss of $166,692, which consists of an unrealized loss on interest earned on cash and marketable securities of $35,047 and operating costs of $1,800,159, partially offset by interest income on cash and investments held in the Trust Account of $1,180,950 and dividend income on cash and investments held in the Trust Account of $487,564.
Current 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.
Removed paragraphs (2)
Previous report
Extension Amendment Proposal
Previous 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.
Reworded paragraphs (9)
Previous wording
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 wording
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 second 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”).
Previous wording
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 wording
For the three months ended June 30, 2026, we had a net loss of $114,943, which consists of an unrealized loss on interest earned on cash and marketable securities of $951 and operating costs of $941,325, partially offset by interest income on cash and investments held in the Trust Account of $339,769 and dividend income on cash and investments held in the Trust Account of $487,564.
Previous 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.
Current 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.
Previous 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.
Current wording
For the six months ended June 30, 2026, cash used in operating activities was $427,662. Net loss of $166,692 was affected by interest earned on cash and investments held in the Trust Account of $1,180,950, dividend earned on cash and investments held in the Trust Account of $487,564, an unrealized loss on interest earned on cash and investments held in the Trust Account of $35,047, and changes in operating assets and liabilities of $1,372,497.
Previous 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.
Current wording
For the six 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 $28,278, and changes in operating assets and liabilities of $63,879.
Previous 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.
Current wording
As of June 30, 2026, we had cash and investments held in the Trust Account of $85,086,232 (including $6,994,975 of investment income) and accrued dividends of $260,910 on the Company’s condensed consolidated balance sheets. The investments held in the Trust Account consist of money market funds. 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 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.
Current wording
As of June 30, 2026, we had cash of $437,369 and working capital deficit of $2,885,923. 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 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.
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. On June 10, 2026, the Company's shareholders approved an amendment to the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from June 13, 2026 to June 13, 2027. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. 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
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.
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 and six months ended June 30, 2026 and 2025, the Company incurred and paid $45,000 and $90,000 in fees for these services, respectively.