Perceptive Capital Solutions Corp. Files 8-K with Key Agreements

TL;DR

PCSO filed an 8-K detailing material agreements, equity sales, and charter amendments.

AI Summary

Perceptive Capital Solutions Corp. entered into a material definitive agreement on June 11, 2024. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing also includes other events and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for Perceptive Capital Solutions Corp., including material agreements and equity transactions.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Perceptive Capital Solutions Corp (company) — Registrant
• June 11, 2024 (date) — Date of earliest event reported
• 212-284-2300 (phone_number) — Registrant's telephone number
• 51 Astor Place, 10th Floor New York, NY 10003 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — red Class A Ordinary Shares, par value $0.0001 per share PCSC The Nasdaq Stock Marke
• $10.00 — hares were sold at an offering price of $10.00 per Public Share, generating gross proc
• $86,250,000 — lic Share, generating gross proceeds of $86,250,000. Further, in connection with the IPO, t
• $15,000 — d by the Company from time to time, for $15,000 per month until the earlier of the Comp
• $2,862,500 — ent Share, generating total proceeds of $2,862,500. The Private Placement Shares purchased

Filing Documents

• ny20026753x14_8k.htm (8-K) — 32KB
• ny20026753x14_ex1-1.htm (EX-1.1) — 287KB
• ny20026753x14_ex3-1.htm (EX-3.1) — 610KB
• ny20026753x14_ex10-1.htm (EX-10.1) — 67KB
• ny20026753x14_ex10-2.htm (EX-10.2) — 126KB
• ny20026753x14_ex10-3.htm (EX-10.3) — 177KB
• ny20026753x14_ex10-4.htm (EX-10.4) — 57KB
• ny20026753x14_ex10-5.htm (EX-10.5) — 28KB
• ny20026753x14_ex99-1.htm (EX-99.1) — 5KB
• ny20026753x14_ex3-1img001.jpg (GRAPHIC) — 4KB
• 0001140361-24-030026.txt ( ) — 1396KB

01

Item 1.01. Entry into a Material Definitive Agreement. On June 11, 2024, the Registration Statement on Form S-1 (File No. 333-279598) (the "Registration Statement") relating to the initial public offering (the "IPO") of Perceptive Capital Solutions Corp (the "Company") was declared effective by the U.S. Securities and Exchange Commission. On June 13, 2024 the Company consummated the IPO of 8,625,000 Class A ordinary shares, $0.0001 par value per share (the "Public Shares"), which includes the exercise in full of the underwriters' option to purchase an additional 1,125,000 Public Shares at the initial public offering price to cover over-allotments. The Public Shares were sold at an offering price of $10.00 per Public Share, generating gross proceeds of $86,250,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: an Underwriting Agreement, dated June 11, 2024, among the Company and Jefferies LLC, as representative of the underwriters named in Schedule A therein, which contains customary representations and warranties and indemnification of the underwriter by the Company; a Private Placement Shares Purchase Agreement, dated June 11, 2024, between the Company and Perceptive Capital Solutions Holdings (the "Sponsor"), pursuant to which the Sponsor purchased 286,250 Class A ordinary shares in a private placement (the "Private Placement Shares"); an Investment Management Trust Agreement, dated June 13, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Shares, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement; a Registration an

02

Item 3.02. Unregistered Sales of Equity Securities. Simultaneous with the consummation of the IPO and the issuance and sale of the Public Shares, the Company consummated the private placement of 286,250 Private Placement Shares at a price of $10.00 per Private Placement Share, generating total proceeds of $2,862,500. The Private Placement Shares purchased by the Sponsor are substantially similar to the Public Shares, except that if held by the Sponsor or its permitted transferees, they will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination, subject to certain limited exceptions.

03

Item 5.03. Amendments to Memorandum and Articles of Association. On June 11, 2024 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association are filed herewith as Exhibit 3.1 and is incorporated by reference herein. Item 8.01. Other Event. On June 12, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 1.1 Underwriting Agreement among the Company and Jefferies LLC 3.1 Amended and Restated Memorandum and Articles of Association 10.1 Private Placement Shares Purchase Agreement between the Company and the Sponsor 10.2 Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company 10.3 Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein 10.4 Letter Agreement among the Company, the Sponsor and the Company's officers and directors 10.5 Administrative Services and Indemnification Agreement between the Company and the Sponsor 99.1 Press Release, dated June 12, 2024. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 13, 2024 PERCEPTIVE CAPITAL SOLUTIONS CORP By: /s/ Sam Cohn Name: Sam Cohn Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR