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 September 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 November 12, 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 SEPTEMBER 30, 2024

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheet as of September 30, 2024 (Unaudited)	1
Condensed Statements of Operations for the Three Months Ended September 30, 2024 and for the Period from March 22, 2024 (Inception) Through September 30, 2024 (Unaudited)	2
Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended September 30, 2024 and for the Period from March 22, 2024 (Inception) Through September 30, 2024 (Unaudited)	3
Condensed Statement of Cash Flows for the Period from March 22, 2024 (Inception) Through September 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	18
Item 4. Controls and Procedures	18
Part II. Other Information
Item 1. Legal Proceedings	18
Item 1A. Risk Factors	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3. Defaults Upon Senior Securities	19
Item 4. Mine Safety Disclosures	19
Item 5. Other Information	19
Item 6. Exhibits	19
Signatures	20

Assets
Current assets
Cash	$	1,209,453
Prepaid expenses		160,331
Total Current Assets		1,369,784
Investments held in Trust Account		87,637,039
Total Assets	$	89,006,823

Liabilities and Shareholders’ Deficit
Current Liabilities
Accrued expenses	$	159,979
Total Current Liabilities		159,979
Deferred underwriting fee		3,450,000
Total Liabilities		3,609,979

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 8,625,000 shares at redemption value of $10.13 per share		87,337,039

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		(1,940,440	)
Total Shareholders’ Deficit		(1,940,195	)
Total Liabilities and Shareholders’ Deficit	$	89,006,823

	For the Three Months Ended September 30,			For the Period from March 22, 2024 (Inception) Through September 30,
	2024			2024
General and administrative expenses	$	196,128		$	318,079
Loss from operations		(196,128	)		(318,079	)

Other income:
Interest earned on investments held in Trust Account		1,163,406			1,365,738
Unrealized gain on investments held in Trust Account		14,204			21,301
Total other income, net		1,177,610			1,387,039
Net income	$	981,482		$	1,068,960

Weighted average shares outstanding of Class A redeemable ordinary shares		8,625,000			4,896,484

Basic and Diluted net income per ordinary share, Class A redeemable ordinary shares	$	0.09		$	0.15

Weighted average shares outstanding of Class A and B non-redeemable ordinary shares		2,442,500			2,148,346

Basic net income per ordinary share, Class A and B non-redeemable ordinary shares	$	0.09		$	0.15

Weighted average shares outstanding of Class A and B non-redeemable ordinary shares		2,442,500			2,262,604

Diluted net income per ordinary share, Class A and B non-redeemable ordinary shares	$	0.09		$	0.15

	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		—	$	—		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	)

Accretion for Class A ordinary shares to redemption amount		—		—		—		—		—			(1,177,610	)		(1,177,610	)

Net income		—		—		—		—		—			981,482			981,482
Balance – September 30, 2024 (unaudited)		286,250	$	29		2,156,250	$	216	$	—		$	(1,940,440	)	$	(1,940,195	)

Cash Flows from Operating Activities:
Net income	$	1,068,960
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		(1,365,738	)
Unrealized gain on investments held in Trust Account		(21,301	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(160,331	)
Accrued expenses		159,979
Net cash used in operating activities		(273,854	)

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		1,209,453
Cash – Beginning of period		—
Cash – End of period	$	1,209,453

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		5,880,686
Class A ordinary shares subject to possible redemption, September 30, 2024	$	87,337,039

	For the Three Months Ended September 30, 2024				For the Period from March 30, 2024 (Inception) Through September 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	$	764,878	$	216,604	$	742,977	$	325,983
Denominator:
Basic weighted average ordinary shares outstanding		8,625,000		2,442,500		4,896,484		2,148,346
Basic net income per ordinary share	$	0.09	$	0.09	$	0.15	$	0.15

	Held-To-Maturity		Level				Amortized Cost				Gross Holding Gain				Fair Value
September 30, 2024	U.S. Treasury Securities (matured October 8, 2024)			1			$	87,614,834			$	21,301			$	87,636,135

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).

*	Filed herewith.
**	Furnished herewith and not deemed to be “filed” under the Securities Exchange Act of 1934, as amended.
(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on June 13, 2024 and incorporated by reference herein.

	PERCEPTIVE CAPITAL SOLUTIONS CORP

Date: November 13, 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