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Perceptive Capital Solutions Corp-A美股招股说明书(2026-07-09版)

2026-07-09 美股招股说明书 董亚琴
报告封面

SUPPLEMENT TOPROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OFPERCEPTIVE CAPITAL SOLUTIONS CORPANDPROSPECTUS FOR UP TO 82,313,492 SHARESOF COMMON STOCK OF PERCEPTIVE CAPITAL SOLUTIONS CORP(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OFDELAWARE, WHICH WILL BE RENAMED FREENOME, INC. IN CONNECTION WITH THEDOMESTICATION DESCRIBED HEREIN) In connection with the proposed business combination among Perceptive Capital Solutions Corp (“PCSC”), StarNet Merger Sub I,Corp., a Delaware corporation and wholly-owned subsidiary of PCSC (“Merger Sub I”), StarNet Merger Sub II, LLC, a Delawarelimited liability company and wholly-owned subsidiary of PCSC (“Merger Sub II”) and Freenome Holdings, Inc., a Delawarecorporation (“Freenome”), upon the consummation of which PCSC will be renamed “Freenome, Inc.” (“PubCo”), PCSC andFreenome filed a registration statement on Form S-4 (File No. 333-295377) (as amended and supplemented, the “RegistrationStatement”) with the U.S. Securities and Exchange Commission (the “SEC”). The Registration Statement, which was declaredeffective by the SEC on June 17, 2026, includes a proxy statement/prospectus (the “Proxy Statement/Prospectus”). This SupplementNo. 1, dated July 9, 2026 (this “Supplement”), updates and supplements the Proxy Statement/Prospectus. The purpose of this Supplement is to update and supplement certain information contained in the Proxy Statement/Prospectus to (i)reflect recent developments that occurred after the date of the Proxy Statement/Prospectus, (ii) postpone the date and time of theextraordinary general meeting to 10:00 a.m. Eastern Time, on July 15, 2026, at the offices of Cooley LLP located at 55 Hudson Yards,New York, New York 10001, and via a virtual meeting at https://www.cstproxy.com/perceptivecapitalsolutions/sm2026; and (iii)extend the redemption deadline to no later than 5:00 p.m., Eastern Time, on July 13, 2026 (two business days prior to the scheduledvoteat the extraordinary general meeting).Except as otherwise set forth below,the information set forth in the ProxyStatement/Prospectus remains unchanged. For clarity, additions to existing disclosure from the Proxy Statement/Prospectus areindicated with bold, underlined text. All page, paragraph and section references used herein refer to the Proxy Statement/Prospectusbefore any additions or deletions resulting from the revised disclosures, and capitalized terms used but not otherwise defined hereinhave the meanings ascribed to them in the Proxy Statement/Prospectus. The information set forth below serves as a supplement to the Proxy Statement/Prospectus. Except as described herein, the informationprovided in the Proxy Statement/Prospectus continues to apply. To the extent this Supplement differs from or updates information intheProxy Statement/Prospectus,shareholders should rely on the information contained in this Supplement.The ProxyStatement/Prospectus contains important additional information. This Supplement should be read in conjunction with the ProxyStatement/Prospectus. You should read carefully and in their entirety this Supplement and the Proxy Statement/Prospectus and all accompanyingannexes and exhibits before voting your PCSC Shares. Please pay particular attention to the section entitled “Risk Factors”beginning on page 25 in the Proxy Statement/Prospectus. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THEBUSINESSCOMBINATION(AS DEFINED IN THE PROXY STATEMENT/PROSPECTUS)OR THE OTHERTRANSACTIONS CONTEMPLATED THEREBY, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THEDISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS ACRIMINAL OFFENSE. This Supplement to the Proxy Statement/Prospectus is dated July 9, 2026. UPDATES TO DETAILS OF THE EXTRAORDINARY GENERAL MEETING The following amends and supplements the disclosure throughout the Proxy Statement/Prospectus where applicable. Date, Time and Place With the filing of this Supplement, the extraordinary general meeting will now be held at 10:00 a.m., Eastern Time, on July 15, 2026,at the offices of Cooley LLP located at 55 Hudson Yards, New York, New York 10001, and via a virtual meeting athttps://www.cstproxy.com/perceptivecapitalsolutions/sm2026. Shareholders may attend the extraordinary general meeting in person. If you wish to attend the extraordinary general meeting in personat the offices of Cooley LLP located at 55 Hudson Yards, New York, New York 10001, you must reserve your attendance at least twobusiness days in advance of the extraordinary general meeting by contacting PCSC’s secretary at PCSC@perceptivelife.com by 10:00a.m., Eastern Time, on July 13, 2026. Any previously submitted voting proxies by a public shareholder in connection with the proposed Business Combination may berevoked and resubmitted at any time prior to the polls being closed at the extraordinary general meeting held at 10:00 a.m., EasternTime, on July 15, 2026, provided that