Perceptive Capital Solutions Corp-A 2025年度报告

☒☐(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________________ toCommission File Number 001-42126 Perceptive Capital Solutions Corp(Exact name of Registrant as specified in its Charter) 98-1783595 Cayman Islands(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Registrant’s telephone number, including area code:(212) 284-2300 Name of each exchange on whichregistered Class A Ordinary Shares, par value$0.0001 per shareSecurities registered pursuant to Section 12(g) of the Act:None The Nasdaq Stock Market LLC(The Nasdaq Capital Market) 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reportingcompany☒ Emerging growth 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 30, 2025 (the last business day of the Registrant’s most recently completedsecond fiscal quarter) was $91,597,500. As of March 10, 2026, the Registrant had 8,911,250 Class A ordinary shares, par value $0.0001 each, issued and outstanding. TABLE OF CONTENTS PageSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS5PART I7ITEM 1.BUSINESS7ITEM 1A.RISK FACTORS28ITEM 1B.UNRESOLVED STAFF COMMENTS71ITEM 1C.CYBERSECURITY71ITEM 2.PROPERTIES72ITEM 3.LEGAL PROCEEDINGS72ITEM 4.MINE SAFETY DISCLOSURES72PART II73ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES73ITEM 6.[RESERVED]73ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS74ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK78ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA78ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE79ITEM 9A.CONTROLS AND PROCEDURES.79ITEM 9B.OTHER INFORMATION.80PART III81ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE81ITEM 11.EXECUTIVE COMPENSATION91ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED SHAREHOLDER MATTERS91ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE92ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES94PART IV95ITEM 15.EXHIBITS, FINANCIAL