Perceptive Capital Solutions Corp(PCSC) - 2025 Q1 - Quarterly Report

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 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 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 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 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 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 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 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] - 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] - 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] 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 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] - 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] - 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] - 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] NOTE 3 — Public Offering 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] NOTE 4 — Related Party Transactions 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] - 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] - 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] - 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] NOTE 5 — Commitments and Contingencies 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] - Geopolitical instability, including the Russia-Ukraine and Israel-Hamas conflicts, is causing market volatility and disruption, which could impact regional and global economies[81] - 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][84] NOTE 6 — Shareholders' Deficit 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] NOTE 7 — Fair Value Measurements 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] - U.S. Treasury Securities held in the Trust Account are measured at fair value using Level 1 inputs (quoted prices in active markets)[96][99] NOTE 8 — Segment Information 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] - 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][102] NOTE 9. Subsequent Events 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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] - 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] Results of Operations 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 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] Off-Balance Sheet Arrangements 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] Contractual Obligations 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] - The Initial Shareholders are entitled to registration rights for their Founder Shares and Private Placement Shares[126] Critical Accounting Policies and Estimates 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] - 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][130] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures 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] - 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] 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 The company reported no legal proceedings - No legal proceedings were reported[139] Item 1A. Risk Factors 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][142] - 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][85] - 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][144] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - 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] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - No defaults upon senior securities were reported[151] Item 4. Mine Safety Disclosures The company reported no mine safety disclosures - No mine safety disclosures were reported[152] Item 5. Other Information 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] Item 6. Exhibits 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] Signatures This section contains the official signature confirming the submission of the report in accordance with the Exchange Act 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]