UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42126

Perceptive Capital Solutions Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1783595
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

51 Astor Place, 10th Floor
New York, NY		10003
(Address of principal executive offices)		(Zip Code)

(212) 284-2300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share	PCSC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 14, 2024, 8,911,250 Class A ordinary shares, par value $0.0001 per share, and 2,156,250 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

PERCEPTIVE CAPITAL SOLUTIONS CORP

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheet as of June 30, 2024 (Unaudited)	1
Condensed Statements of Operations For the Three Months Ended June 30, 2024 and For the Period from March 22, 2024 (Inception) Through June 30, 2024 (Unaudited)	2
Condensed Statements of Changes in Shareholders’ Equity (Deficit) For the Three Months Ended June 30, 2024 and For the Period from March 22, 2024 (Inception) Through June 30, 2024 (Unaudited)	3
Condensed Statement of Cash Flows For the Period from March 22, 2024 (Inception) Through June 30, 2024 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	16
Item 4. Controls and Procedures	16
Part II. Other Information
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	17
Signatures	18

Assets
Current assets
Cash	$	1,286,981
Prepaid expenses		147,317
Total current assets		1,434,298
Investments held in Trust Account		86,459,429
Total Assets	$	87,893,727

Liabilities and Shareholders’ Deficit
Current Liabilities
Accrued expenses		28,365
Total Current Liabilities	$	28,365
Deferred underwriting fee		3,450,000
Total Liabilities		3,478,365

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 8,625,000 shares at redemption value of $10.02 per share		86,159,429

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 286,250 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption)		29
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,156,250 shares issued and outstanding		216
Accumulated deficit		(1,744,312	)
Total Shareholders’ Deficit		(1,744,067	)
Total Liabilities and Shareholders’ Deficit	$	87,893,727

	For the Three Months Ended June 30,			For the Period from March 22, 2024 (Inception) Through June 30,
	2024			2024
Operating and formation costs	$	106,554		$	121,951
Loss from operations		(106,554	)		(121,951	)

Other income:
Interest earned on investments held in Trust Account		202,332			202,332
Unrealized gain on investments held in Trust Account		7,097			7,097
Total other income, net		209,429			209,429
Net income	$	102,875		$	87,478

Weighted average shares outstanding of Class A redeemable ordinary shares		1,629,167			1,466,250

Basic and Diluted net income per ordinary share, Class A redeemable ordinary shares	$	0.03		$	0.03

Weighted average shares outstanding of Class A and B non-redeemable ordinary shares		1,982,194			1,877,725

Basic net income per ordinary share, Class A and B non-redeemable ordinary shares	$	0.03		$	0.03

Weighted average shares outstanding of Class A and B non-redeemable ordinary shares		2,210,319			2,097,100

Diluted net income per ordinary share, Class A and B non-redeemable ordinary shares	$	0.03		$	0.02

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance — March 22, 2024 (inception) (unaudited)		—	$	—		—	$	—	$	—		$	—		$	—

Issuance of Class B ordinary shares to Sponsor		—		—		2,156,250		216		24,784			—			25,000

Net loss		—		—		—		—		—			(15,397	)		(15,397	)

Balance – March 31, 2024 (unaudited)		—	$	—		2,156,250	$	216	$	24,784		$	(15,397	)	$	9,603

Accretion for Class A ordinary shares to redemption amount		—		—		—		—		(2,871,286	)		(1,831,790	)		(4,703,076	)

Sale of Private Placement Shares		286,250		29		—		—		2,862,471			—			2,862,500

Allocated value of transaction costs to Class A shares		—		—		—		—		(15,969	)		—			(15,969	)

Net income		—		—		—		—		—			102,875			102,875
Balance – June 30, 2024 (unaudited)		286,250	$	29		2,156,250	$	216	$	—		$	(1,744,312	)	$	(1,744,067	)

Cash Flows from Operating Activities:
Net income	$	87,478
Adjustments to reconcile net income to net cash used in operating activities:
Payment of operation costs through promissory note		44,577
Interest earned on investments held in Trust Account		(202,332	)
Unrealized Loss (Gain) on investments held in Trust Account		(7,097	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(147,317	)
Accrued expenses		28,365
Net cash used in operating activities		(196,326	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(86,250,000	)
Net cash used in investing activities		(86,250,000	)

Cash Flows from Financing Activities:
Proceeds from sale of shares, net of underwriting discounts paid		84,525,000
Proceeds from sale of Private Placement Shares		2,862,500
Underwriter reimbursement		862,500
Repayment of promissory note – related party		(157,056	)
Payment of offering costs		(359,637	)
Net cash provided by financing activities		87,733,307

Net Change in Cash		1,286,981
Cash – Beginning of period		—
Cash – End of period	$	1,286,981

Non-Cash investing and financing activities:
Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares	$	25,000
Deferred offering costs paid through promissory note - related party	$	112,479
Deferred underwriting fee payable	$	3,450,000

Gross proceeds	$	86,250,000
Less:
Class A ordinary shares issuance costs		(4,793,647	)
Plus:
Accretion of carrying value to redemption value		4,703,076
Class A ordinary shares subject to possible redemption, June 30, 2024	$	86,159,429

	For the Three Months Ended June 30, 2024				For the Period from March 30, 2024 (Inception) Through June 30, 2024
	Class A Redeemable		Class A and B Non-redeemable		Class A Redeemable		Class A and B Non-redeemable
Basic net income per ordinary share:
Numerator:
Allocation of net income	$	46,409	$	56,466	$	38,357	$	49,121
Denominator:
Basic weighted average ordinary shares outstanding		1,629,167		1,982,194		1,466,250		1,877,725
Basic net income per ordinary share	$	0.03	$	0.03	$	0.03	$	0.03

	Held-To-Maturity		Level				Amortized Cost				Gross Holding Gain				Fair Value
June 30, 2024	U.S. Treasury Securities			1			$	86,451,428			$	7,097			$	86,458,525

•	the fact that we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;
•	our ability to select an appropriate target business or businesses;
•	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”);
•	our expectations around the performance of a prospective target business or businesses;
•	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;
•	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;
•	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”);
•	our pool of prospective target businesses;
•	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 and rising interest rates and the COVID-19 pandemic (or the re-emergence, including new variants, thereof);
•	the ability of our officers and directors to generate a number of potential Business Combination opportunities;
•	our ability to obtain additional financing to complete a Business Combination;
•	our public securities’ potential liquidity and trading;
•	the use of funds not held in the trust account (“Trust Account”) or available to us from interest income on the Trust Account balance;
•	our ability to continue as a going concern;
•	the Trust Account not being subject to claims of third parties;
•	our financial performance following our initial public offering (the “Initial Public Offering”);
•	the number of redemptions by our public shareholders in connection with a proposed Business Combination; and
•	the other risks and uncertainties discussed herein and in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including in our final prospectus for our Initial Public Offering filed with the SEC.

No.		Description of Exhibit
1.1		Underwriting Agreement among the Company and Jefferies LLC ⁽¹⁾
3.1		Amended and Restated Memorandum and Articles of Association ⁽¹⁾
10.1		Private Placement Shares Purchase Agreement between the Company and the Sponsor⁽¹⁾
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company ⁽¹⁾
10.3		Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equity holders named therein ⁽¹⁾
10.4		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors ⁽¹⁾
10.5		Administrative Services and Indemnification Agreement between the Company and the Sponsor ⁽¹⁾
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document
104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	PERCEPTIVE CAPITAL SOLUTIONS CORP

Date: August 14, 2024	By:	/s/ Sam Cohn
	Name:	Sam Cohn
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Perceptive Capital Solutions Corp