Perceptive Capital Solutions Corp-A 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROMTO Commission File Number001-42126Perceptive Capital Solutions Corp Cayman Islands(State or other jurisdiction ofincorporation or organization) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well - known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant 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, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growthcompany☒ Accelerated filer Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404 (b) of the Sarbanes - Oxley Act (15 U.S.C. 7262 (b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12 (b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive - basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to - 240.10D - 1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☒NO☐ The aggregate market value of the Class A ordinary shares held by non-affiliates of the Registrant, based on the closing price of theRegistrant’s units on The Nasdaq Capital Market on June 28, 2024 (the last business day of the Registrant’s most recently completedsecond fiscal quarter) was $86,767,500. As of March 14, 2025, the Registrant had8,911,250Class A ordinary shares, par value $0.0001 each, issued and outstanding. TABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS4SUMMARY OF RISK FACTORSPART I6ITEM 1. BUSINESS6ITEM 1A. RISK FACTORS25ITEM 1B. UNRESOLVED STAFF COMMENTS62ITEM 1C. CYBERSECURITY62ITEM 2. PROPERTIES62ITEM 3. LEGAL PROCEEDINGS62ITEM 4. MINE SAFETY DISCLOSURES62PART II63ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES63ITEM 6. [RESERVED]63ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS64ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK66ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA66ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE67ITEM 9A. CONTROLS AND PROCEDURES67ITEM 9B. OTHER INFORMATION67ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSPART III68ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE68ITEM 11. EXECUTIVE COMPENSATION77ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAREHOLDER MATTERS78ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE79ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES80PART IV81ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES81ITEM 16. FORM 10-K SUMMARY82 CERTAIN ITEMS Unless otherwise stated in this Annual Report on Form 10-K for the year ended December 31, 2024 (thi