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 ...

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 51 Astor Place, 10th Floor New York, NY 10003 (Address of principal executive offices) (Zip Code) (212) 284-2300 For the quarterly period ended March 31, 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 ...

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].