Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $144,634, driven by interest income of $972,598 and unrealized gains of $28,196, offset by operating costs of $856,160[119] - For the nine months ended September 30, 2025, the company achieved a net income of $1,578,036, with interest income totaling $2,883,432 and operating costs of $1,305,314[120] Cash and Investments - As of September 30, 2025, the company held cash and investments in the Trust Account amounting to $90,937,747, including approximately $4,687,747 of investment income[126] - As of September 30, 2025, the company had cash of $1,177,909 and working capital of $328,565, which is insufficient for its working capital needs for at least one year[127] Initial Public Offering - The company completed its Initial Public Offering on June 13, 2024, raising gross proceeds of $86,250,000 from the sale of 8,625,000 Class A ordinary shares[123] - The company has until June 13, 2026, to consummate its Initial Business Combination, or it will face mandatory liquidation[129] Operating Activities - Cash used in operating activities for the nine months ended September 30, 2025, was $551,775, influenced by changes in operating assets and liabilities of $753,539[124] - The company incurred $135,000 in fees for administrative services for the nine months ended September 30, 2025[132] Share Structure - The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares, with income and losses shared pro rata between them[138] - Net income per ordinary share is calculated by dividing net income by the weighted average shares of ordinary shares outstanding for the respective period[137] - Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, outside of the shareholders' deficit section of the balance sheets[136] - Accretion associated with Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value[138] Accounting Standards and Regulations - Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the condensed financial statements[139] - The Company is classified as a smaller reporting company and is not required to provide certain disclosures under the Exchange Act[140] Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of September 30, 2025[131] - Up to $3,000,000 of Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share[128]

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, 2025 ☐ 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 ...

Part I. Financial Information This section presents the unaudited interim financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for Perceptive Capital Solutions Corp [Item 1. Interim Financial Statements](index=3&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed financial statements for Perceptive Capital Solutions Corp, including the Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' (Deficit) Equity, and Statements of Cash Flows, along with detailed notes explaining the company's organization, accounting policies, related party transactions, commitments, and fair value measurements [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheet%20as%20of%20March%2031%2C%202025%20(Unaudited)%20and%20December%2031%2C%202024) The balance sheet shows an increase in total assets from $89.90 million at December 31, 2024, to $90.63 million at March 31, 2025, primarily driven by growth in investments held in the Trust Account. Total liabilities also saw a slight increase, while the shareholders' deficit widened Key Balance Sheet Figures | Metric | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Total Assets | $90,632,403 | $89,899,087 | | Investments held in Trust Account | $89,288,910 | $88,654,397 | | Total Liabilities | $3,715,572 | $3,660,811 | | Total Shareholders' Deficit | $(2,372,079) | $(2,116,121) | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%20for%20the%20Period%20from%20March%2022%2C%202024%20(Inception)%20Through%20March%2031%2C%202024%20(Unaudited)) For the three months ended March 31, 2025, the company reported a net income of $678,555, a significant improvement from a net loss of $15,397 in the prior year's inception period, primarily due to substantial interest income earned on investments in the Trust Account Key Operations Data | Metric | Three Months Ended March 31, 2025 | Period from March 22, 2024 (Inception) Through March 31, 2024 | | :---------------------------------------------------------------- | :-------------------------------- | :---------------------------------------------------------------- | | Net income (loss) | $678,555 | $(15,397) | | Interest earned on investments held in Trust Account | $961,912 | — | | Basic and diluted net income per ordinary share, Class A redeemable ordinary shares | $0.06 | — | | Basic and diluted net income (loss) per ordinary share, Class A and B non-redeemable ordinary shares | $0.06 | $(0.01) | [Condensed Statements of Changes in Shareholders' (Deficit) Equity](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20(Deficit)%20Equity%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%20for%20the%20Period%20from%20March%2022%2C%202024%20(Inception)%20Through%20March%2031%2C%202024%20(Unaudited)) The shareholders' deficit increased from $(2.12) million at January 1, 2025, to $(2.37) million at March 31, 2025, primarily due to accretion for Class A ordinary shares to their redemption amount, partially offset by net income Key Equity Changes Data | Metric | January 1, 2025 | March 31, 2025 | | :------------------------------------------ | :-------------- | :------------- | | Total Shareholders' Deficit | $(2,116,121) | $(2,372,079) | | Accretion for Class A ordinary shares to redemption amount | — | $(934,513) | | Net income | — | $678,555 | [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%20for%20the%20Period%20from%20March%2022%2C%202024%20(Inception)%20Through%20March%2031%2C%202024%20(Unaudited)) For the three months ended March 31, 2025, the company used $237,747 in operating activities but generated $300,000 from investing activities by withdrawing cash from the Trust Account for working capital, resulting in a net increase in cash of $62,253 Key Cash Flow Data | Metric | Three Months Ended March 31, 2025 | Period from March 22, 2024 (Inception) Through March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :---------------------------------------------------------------- | | Net cash used in operating activities | $(237,747) | — | | Cash withdrawn from Trust Account for working capital purposes | $300,000 | — | | Net Change in Cash | $62,253 | — | | Cash – End of period | $1,191,937 | — | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) This section provides detailed explanations and disclosures for the condensed financial statements, covering the company's formation as a SPAC, its Initial Public Offering, accounting policies, related party transactions, commitments, and fair value measurements. It highlights the company's focus on identifying a Business Combination target and its financial position as an emerging growth company [NOTE 1. Description of Organization and Business Operations](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note details the company's formation as a Cayman Islands exempted company, its Initial Public Offering, and the establishment of its Trust Account for a business combination - Perceptive Capital Solutions Corp was incorporated on March 22, 2024, as a Cayman Islands exempted company, formed to effect a business combination[25](index=25&type=chunk) - The company consummated its Initial Public Offering (IPO) on June 13, 2024, selling **8,625,000 Class A ordinary shares** at **$10.00 per share**, generating gross proceeds of **$86,250,000**. Simultaneously, **286,250 private placement shares** were sold to the Sponsor for **$2,862,500**[27](index=27&type=chunk) - An amount of **$86,250,000** from the net proceeds of the IPO and private placement was placed in a trust account, to be invested in U.S. government securities or money market funds[30](index=30&type=chunk) Operating and Working Capital | Metric | March 31, 2025 | | :-------------------------- | :------------- | | Operating cash | $1,191,937 | | Working capital surplus | $1,077,921 | [NOTE 2. Summary of Significant Accounting Policies](index=10&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's accounting principles, including U.S. GAAP compliance, emerging growth company status, temporary equity classification, and tax considerations - The unaudited condensed financial statements are prepared in accordance with U.S. GAAP for interim financial information and SEC rules (Form 10-Q, Article 8 of Regulation S-X)[46](index=46&type=chunk) - As an emerging growth company, the company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with non-emerging growth companies[49](index=49&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity outside of permanent equity, with changes in redemption value recognized immediately[56](index=56&type=chunk) - The company is considered an exempted Cayman Islands company and is not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States[60](index=60&type=chunk) [NOTE 3 — Public Offering](index=12&type=section&id=NOTE%203%20%E2%80%94%20PUBLIC%20OFFERING) This note details the sale of Public Shares during the Initial Public Offering, including the full exercise of the over-allotment option - The company sold **8,625,000 Public Shares**, including the full exercise of the over-allotment option, at a price of **$10.00 per Public Share**[67](index=67&type=chunk) [NOTE 4 — Related Party Transactions](index=13&type=section&id=NOTE%204%20%E2%80%94%20RELATED%20PARTY%20TRANSACTIONS) This note describes transactions with the Sponsor and independent directors, including share acquisitions and administrative service fees - On March 27, 2024, the Sponsor acquired **2,156,250 Class B ordinary shares (Founder Shares)** for **$25,000**. The forfeiture condition for **281,250 Founder Shares** was removed on June 13, 2024, due to the full exercise of the over-allotment option[69](index=69&type=chunk) - **30,000 Founder Shares** were assigned to each of the three independent directors at **$0.01 per share**. No stock-based compensation expense has been recognized as a Business Combination is not yet probable[70](index=70&type=chunk) - The Sponsor purchased **286,250 Private Placement Shares** at **$10.00 per share**, totaling **$2,862,500**, with proceeds added to the Trust Account[72](index=72&type=chunk) - The company pays the Sponsor **$15,000 per month** for office space, secretarial, and administrative services, incurring **$45,000** for the three months ended March 31, 2025[76](index=76&type=chunk) [NOTE 5 — Commitments and Contingencies](index=14&type=section&id=NOTE%205%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the deferred underwriting fee and potential impacts of geopolitical instability and trade policy changes on the company's operations - The underwriter is entitled to a deferred fee of **$3,450,000**, payable from the Trust Account solely upon the completion of a Business Combination[80](index=80&type=chunk) - Geopolitical instability, including the Russia-Ukraine and Israel-Hamas conflicts, is causing market volatility and disruption, which could impact regional and global economies[81](index=81&type=chunk) - Changes in international trade policies and tariffs could negatively affect the company's search for a target business and its ability to complete an initial Business Combination, or the performance of a post-Business Combination company[82](index=82&type=chunk)[84](index=84&type=chunk) [NOTE 6 — Shareholders' Deficit](index=15&type=section&id=NOTE%206%20%E2%80%94%20SHAREHOLDERS'%20DEFICIT) This note details the authorized and issued share capital, including preference shares, Class A ordinary shares, and Class B ordinary shares, and their conversion features Share Capital Summary | Share Class | Authorized Shares | Issued and Outstanding (March 31, 2025) | | :-------------------- | :---------------- | :-------------------------------------- | | Preference shares | 1,000,000 | None | | Class A ordinary shares | 479,000,000 | 286,250 (excluding redeemable) | | Class B ordinary shares | 20,000,000 | 2,156,250 | - Founder Shares (Class B ordinary shares) are convertible into Class A ordinary shares at a ratio such that they will represent **20% of the total ordinary shares** issued and outstanding post-Business Combination[90](index=90&type=chunk) [NOTE 7 — Fair Value Measurements](index=17&type=section&id=NOTE%207%20%E2%80%94%20FAIR%20VALUE%20MEASUREMENTS) This note describes the fair value measurement of Trust Account assets, primarily U.S. Treasury Securities, and cash withdrawals for working capital Trust Account Assets Fair Value | Trust Account Assets | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Cash | $965 | $430 | | U.S. Treasury Securities | $89,287,945 | $88,653,967 | - During the three months ended March 31, 2025, the company withdrew **$300,000** of interest income from the Trust Account to fund working capital[94](index=94&type=chunk) - U.S. Treasury Securities held in the Trust Account are measured at fair value using **Level 1 inputs** (quoted prices in active markets)[96](index=96&type=chunk)[99](index=99&type=chunk) [NOTE 8 — Segment Information](index=17&type=section&id=NOTE%208%20%E2%80%94%20SEGMENT%20INFORMATION) This note clarifies that the company operates as a single segment, with performance assessed by the Chief Operating Decision Maker using key financial metrics - The company operates as a **single operating segment**, with the Chief Financial Officer identified as the Chief Operating Decision Maker (CODM)[98](index=98&type=chunk) - The CODM reviews key metrics such as net income (loss), total assets, net investment income on the Trust Account, and general and administrative expenses to assess performance and allocate resources[101](index=101&type=chunk)[102](index=102&type=chunk) [NOTE 9. Subsequent Events](index=18&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) This note confirms that no subsequent events requiring adjustment or disclosure occurred after the balance sheet date - No subsequent events requiring adjustment or disclosure were identified after the balance sheet date up to the issuance date of the condensed financial statements[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of the company's financial condition and results of operations, highlighting its status as a blank check company seeking a business combination. It details the financial performance for the quarter, liquidity, capital resources, and critical accounting policies, emphasizing the reliance on the Trust Account for future operations and the risks associated with geopolitical events and trade policies [Overview](index=20&type=section&id=Overview) Perceptive Capital Solutions Corp is a blank check company formed in March 2024 to pursue a Business Combination, funded by IPO proceeds, shares, or debt. It has no operating history or revenues, focusing solely on identifying a target - The company is a blank check company (SPAC) incorporated on March 22, 2024, for the purpose of effecting a Business Combination[111](index=111&type=chunk) - It has not engaged in any operations or generated any revenues to date, with activities focused on organizational tasks, the Initial Public Offering, and identifying a target company[113](index=113&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) The company reported a net income of $678,555 for the three months ended March 31, 2025, primarily driven by $961,912 in interest income from Trust Account investments, offsetting operating costs and an unrealized loss. This contrasts with a net loss of $15,397 in the prior inception period Key Operations Data | Metric | Three Months Ended March 31, 2025 | Period from March 22, 2024 (Inception) Through March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :---------------------------------------------------------------- | | Net income (loss) | $678,555 | $(15,397) | | Interest income on Trust Account investments | $961,912 | — | [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily supported by $89.29 million in the Trust Account and $1.19 million in operating cash. While it believes current funds are sufficient for operations, additional financing may be needed for a Business Combination or significant share redemptions Liquidity and Capital Summary | Metric | March 31, 2025 | | :-------------------------------- | :------------- | | Trust Account balance | $89,288,910 | | Cash balance | $1,191,937 | | Working capital | $1,077,921 | | Net cash used in operating activities (3 months) | $(237,747) | - The company does not believe it will need to raise additional funds for current operating expenditures but may require additional financing to complete a Business Combination or if a significant number of public shares are redeemed[123](index=123&type=chunk) [Off-Balance Sheet Arrangements](index=21&type=section&id=Off-Balance%20Sheet%20Arrangements) As of March 31, 2025, the company had no off-balance sheet arrangements, such as relationships with unconsolidated entities or special purpose entities - The company had no obligations, assets, or liabilities considered off-balance sheet arrangements as of March 31, 2025[124](index=124&type=chunk) [Contractual Obligations](index=21&type=section&id=Contractual%20Obligations) The company has a monthly administrative services agreement with its Sponsor for $15,000 and is subject to registration rights for its Initial Shareholders - The company agreed to pay the Sponsor **$15,000 per month** for office space, secretarial, and administrative services, incurring and paying **$45,000** for the three months ended March 31, 2025[125](index=125&type=chunk) - The Initial Shareholders are entitled to registration rights for their Founder Shares and Private Placement Shares[126](index=126&type=chunk) [Critical Accounting Policies and Estimates](index=21&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's critical accounting policies include the classification of Class A ordinary shares subject to redemption as temporary equity and the calculation of net income per ordinary share, which assumes an initial Business Combination as the most likely outcome - Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value, as redemption provisions are not solely within the company's control[128](index=128&type=chunk) - Net income per ordinary share is calculated by dividing net income by the weighted-average number of ordinary shares outstanding, with income and losses shared pro rata between Class A and Class B shares[129](index=129&type=chunk)[130](index=130&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, Perceptive Capital Solutions Corp is exempt from providing detailed quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[133](index=133&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's management, including its Certifying Officers, evaluated the effectiveness of its disclosure controls and procedures and concluded they were effective as of March 31, 2025. No material changes in internal control over financial reporting occurred during the quarter - The Certifying Officers concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[135](index=135&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter of 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[137](index=137&type=chunk) Part II. Other Information This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits for the company [Item 1. Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - No legal proceedings were reported[139](index=139&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) This section updates previously disclosed risk factors, emphasizing the potential adverse impacts of changes in international trade policies, tariffs, and ongoing geopolitical conflicts (Russia-Ukraine, Israel-Hamas) on the company's ability to identify and complete a Business Combination or on the performance of a post-Business Combination entity - Changes in international trade policies, tariffs, and treaties affecting imports and exports may have a material adverse effect on the search for an initial Business Combination target or the performance of a post-Business Combination company[141](index=141&type=chunk)[142](index=142&type=chunk) - Geopolitical instability, such as the conflicts in Ukraine and Russia or Israel, could lead to market disruptions, affecting the global economy, capital markets, and the company's search for an initial Business Combination[81](index=81&type=chunk)[85](index=85&type=chunk) - Tariffs and trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, reduce the pool of potential targets, and impact the ability to raise capital[142](index=142&type=chunk)[144](index=144&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sale of Private Placement Shares to the Sponsor and the use of proceeds from both the Initial Public Offering and the private placement, with a significant portion placed in the Trust Account - The company consummated the sale of **286,250 Private Placement Shares** to the Sponsor at a price of **$10.00 per share**, generating gross proceeds of **$2,862,500**[146](index=146&type=chunk) - An aggregate of **$86,250,000** from the gross proceeds of the Initial Public Offering and the private placement was placed in the Trust Account[147](index=147&type=chunk) - Total offering costs amounted to **$4,809,616**, consisting of a **$1,725,000 cash underwriting fee**, **$3,450,000 deferred underwriting fee**, and **$497,116 of other offering costs**, offset by a **$862,500 reimbursement** from the underwriter[149](index=149&type=chunk) [Item 3. Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[151](index=151&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - No mine safety disclosures were reported[152](index=152&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or executive officers during the fiscal quarter ended March 31, 2025 - None of the company's directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the fiscal quarter ended March 31, 2025[153](index=153&type=chunk) [Item 6. Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed or furnished with the Quarterly Report, including corporate governance documents, officer certifications, and XBRL financial data files - Key exhibits include the Amended and Restated Memorandum and Articles of Association, Specimen Ordinary Share Certificate, Certifications of Principal Executive Officer and Principal Financial and Accounting Officer, and various XBRL taxonomy documents[155](index=155&type=chunk) Signatures This section contains the official signature confirming the submission of the report in accordance with the Exchange Act [Signature](index=27&type=section&id=Signature) The report was officially signed on May 12, 2025, by Sam Cohn, the Chief Financial Officer of Perceptive Capital Solutions Corp, confirming its submission in accordance with the Exchange Act - The report was signed by Sam Cohn, Chief Financial Officer (Principal Financial and Accounting Officer), on May 12, 2025[160](index=160&type=chunk)

IPO and Financial Overview - The company completed its Initial Public Offering (IPO) on June 13, 2024, raising net proceeds of $86.25 million from the sale of 8,625,000 Class A ordinary shares at $10.00 per share[21]. - The company has no operating history or revenues to date and does not expect to generate operating revenues until it completes its initial business combination[19]. - The company has $88,654,397 held in the trust account available for the initial business combination, assuming no redemptions[52]. - The company has access to $1,129,684 from the proceeds of its Initial Public Offering to cover potential claims and estimated liquidation costs of approximately $100,000[106]. - As of December 31, 2024, there were 470,088,750 authorized but unissued Class A ordinary shares available for issuance[199]. - Approximately $85,204,397 is available in the Trust Account for the initial business combination after deducting $3,450,000 of deferred underwriting fees[207]. Business Strategy and Focus - The focus is on acquiring companies in the healthcare sector, particularly in life sciences and medical technology, targeting North American and European markets[20]. - The company aims to complete business combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[35]. - The management team has prior experience with public acquisition vehicles, including successful business combinations with Immatics and Cerevel[23][24]. - The company believes that life sciences and medical technology companies will benefit from being publicly traded, gaining access to capital and increased customer awareness[31]. - The company anticipates that target business candidates may be sourced from various unaffiliated sources, leveraging relationships with venture capitalists and investment banking firms[33]. Management and Governance - The sponsor, Perceptive Advisors, manages over $8.4 billion in regulatory assets and has invested in 210 companies in the healthcare sector as of December 31, 2024[22]. - Affiliates of Perceptive Advisors and members of the board own 2,156,250 Class B ordinary shares, which may create conflicts of interest in selecting a target business[40]. - The company’s independent directors may choose not to take legal action against the sponsor to enforce indemnification obligations, which could impact the recovery of funds in the Trust Account[105]. - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing for reduced disclosure obligations[50][51]. Acquisition Process and Challenges - The company has 24 months from the closing of the Initial Public Offering to consummate the initial business combination, with the option to seek shareholder approval for an extension[46]. - The company may face competition from other investment vehicles managed by Perceptive Advisors for acquisition opportunities[41]. - The company may not be able to complete its initial business combination if potential target businesses cannot provide required financial statements[122]. - The company may face competition from well-established entities in acquiring target businesses, which could limit its ability to complete initial business combinations[171]. - The company may need to incur substantial debt to complete a business combination, adversely affecting leverage and financial condition[206]. Redemption and Shareholder Rights - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price of approximately $10.00, based on the amount in the Trust Account prior to the business combination[81]. - The company anticipates needing 3,091,251 public shares, or 35.8% of the 8,625,000 public shares sold in the Initial Public Offering, to be voted in favor of the initial business combination for approval[85]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[96]. - Initial Shareholders and affiliates will not possess redemption rights with respect to their securities in connection with the business combination[79]. - The redemption process will require public shareholders to tender their shares electronically or physically prior to the scheduled vote on the business combination[92]. Financial Risks and Liabilities - The redemption amount per share could be less than $10.00 if claims by creditors reduce the Trust Account balance, and shareholders may be liable for claims made by creditors up to the amount received from the Trust Account[105]. - If a bankruptcy petition is filed, the proceeds in the Trust Account may be subject to claims from third parties, potentially affecting the ability to return $10.00 per public share to shareholders[107]. - The company may face claims of punitive damages if it pays public shareholders from the Trust Account before addressing creditor claims[187]. - The board of directors may be viewed as breaching fiduciary duties if it distributes proceeds to shareholders before addressing creditor claims in bankruptcy[188]. - The Trust Account may be reduced below $10.00 per public share due to claims from creditors, impacting the redemption amount for public shareholders[183]. Market Conditions and Competition - The healthcare industry represented approximately $3.8 trillion in total U.S. national health expenditures in 2019, accounting for about 18% of the U.S. GDP[29]. - The number of special purpose acquisition companies (SPACs) has increased significantly, leading to potential scarcity of attractive targets and increased competition, which may raise costs or hinder the ability to find suitable targets[166]. - The market for directors and officers liability insurance has become less favorable, potentially increasing costs and complicating negotiations for an initial business combination[167]. - The company may face challenges in identifying suitable target businesses due to geopolitical tensions and market volatility, which could impact the completion of its initial business combination[166]. Operational Considerations - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and reviews of financial information[64]. - The company may incur costs related to identifying and evaluating target businesses, which could reduce available funds for future combinations[65]. - The company may depend entirely on the performance of a single business post-combination, limiting diversification and increasing risk[66]. - The company may need to borrow funds from its sponsor or management team if the net proceeds from the Initial Public Offering and Private Placement shares are insufficient for operations over the next 24 months[173]. - The company may need additional financing to complete its initial business combination due to potential cash shortfalls or significant public share redemptions[57].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $981,482, consisting of interest income of $1,163,406 and an unrealized gain of $14,204, offset by operating costs of $196,128[85]. - From inception on March 22, 2024, through September 30, 2024, the company had a net income of $1,068,960, with total interest income of $1,365,738 and an unrealized gain of $21,301, against operating costs of $318,079[86]. - Cash used in operating activities from inception through September 30, 2024, was $273,854, with net income affected by interest earned and unrealized gains[88]. Trust Account and Capital - As of September 30, 2024, the company held cash and investments in the Trust Account amounting to $87,637,039, including approximately $1,365,738 of interest income and unrealized gains[89]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds for working capital and growth strategies[89]. - The company has a working capital of $1,209,805 as of September 30, 2024, with cash held outside the Trust Account primarily for identifying and evaluating target businesses[90]. - Up to $3,000,000 of Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share[91]. Initial Public Offering - The company completed its Initial Public Offering on June 13, 2024, raising gross proceeds of $86,250,000 from the sale of 8,625,000 Class A ordinary shares at $10.00 per share[87]. - The company completed its Initial Public Offering on June 13, 2024, issuing 8,625,000 Public Shares, including an over-allotment of 1,125,000 shares[108]. - Gross proceeds from the Initial Public Offering amounted to $86,250,000, which were placed in the Trust Account[110]. - The company also sold 286,250 Private Placement Shares at $10.00 each, generating gross proceeds of $2,862,500[109]. - The SEC declared the registration statement for the Initial Public Offering effective on June 11, 2024[108]. Administrative and Compliance Matters - The company incurred $45,000 and $54,500 in fees for administrative services for the three months ended September 30, 2024, and from inception through September 30, 2024, respectively[94]. - There were no changes in internal control over financial reporting during the fiscal quarter of 2024 that materially affected the company's reporting[106]. - The company's disclosure controls and procedures were deemed effective as of September 30, 2024[104]. - No material changes to risk factors were reported since the final prospectus for the Initial Public Offering filed on June 12, 2024[107]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud[105]. - The company believes that no recently issued accounting standards will materially affect its condensed financial statements[103]. - Certifications of the Principal Executive and Financial Officers were completed in accordance with the Sarbanes-Oxley Act[7][8]. - The company has filed various XBRL documents for compliance purposes[9][10]. Agreements and Contracts - The company has entered into an Underwriting Agreement with Jefferies LLC[1]. - The company has amended and restated its Memorandum and Articles of Association[2]. - The company has established a Private Placement Shares Purchase Agreement with the Sponsor[3]. - The company has entered into an Investment Management Trust Agreement with Continental Stock Transfer & Trust Company[4]. - The company has a Registration and Shareholder Rights Agreement with the Sponsor and other equity holders[5]. - The company has an Administrative Services and Indemnification Agreement with the Sponsor[6]. Accounting Standards - The company adopted ASU 2016-13 on June 13, 2024, which did not have a material impact on its financial statements[101].

Financial Performance - As of June 30, 2024, the company had net income of $102,875, consisting of interest income of $202,332 and unrealized gains of $7,097, offset by operating costs of $106,554 for the three months ended June 30, 2024[82]. - Cash used in operating activities from inception through June 30, 2024, was $196,326, with net income of $87,478 impacted by interest earned on marketable securities of $202,332[84]. - The company does not expect to generate operating revenues until after completing its Business Combination[81]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on June 13, 2024, raising gross proceeds of $86,250,000 from the sale of 8,625,000 Class A ordinary shares at $10.00 per share[83]. - The underwriter fully exercised its over-allotment option, purchasing an additional 1,125,000 Public Shares at $10.00 per share during the Initial Public Offering[91]. - The company completed its Initial Public Offering (IPO) on June 13, 2024, issuing 8,625,000 Public Shares, including an over-allotment of 1,125,000 shares[104]. - The IPO generated gross proceeds of $86,250,000, which were placed in the Trust Account[106]. - Additionally, the company sold 286,250 Private Placement Shares at $10.00 each, raising gross proceeds of $2,862,500[105]. - The registration statement for the IPO was declared effective by the SEC on June 11, 2024[104]. Investments and Cash Position - As of June 30, 2024, the company held investments in the Trust Account totaling $86,459,429, including interest income and unrealized gains[85]. - The company has cash of $1,286,981 available for identifying and evaluating target businesses and related due diligence activities[87]. - Up to $3.0 million of Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share[88]. Internal Controls and Compliance - As of June 30, 2024, the company's disclosure controls and procedures were deemed effective by its Certifying Officers[100]. - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter of 2024[102]. - The company does not expect its disclosure controls and procedures to prevent all errors or instances of fraud, providing only reasonable assurance[101]. - The company is committed to ensuring timely decisions regarding required disclosures through its established controls and procedures[99]. Legal and Risk Factors - The company has not been involved in any legal proceedings as of the date of the report[102]. - There have been no material changes to the risk factors disclosed in the company's final prospectus for the IPO[103]. - The company has no off-balance sheet arrangements or obligations as of June 30, 2024[89]. - The company incurred $9,500 in fees for administrative services for the three months ended June 30, 2024[90].