Perceptive Capital Solutions Corp Files S-1/A Amendment

TL;DR

Perceptive Capital Solutions Corp filed an S-1/A on 6/7/24. IPO incoming?

AI Summary

Perceptive Capital Solutions Corp filed an S-1/A amendment on June 7, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is based in New York and has Adam Stone as its agent for service. The filing relates to the Securities Act of 1933 and has the SEC file number 333-279598.

Why It Matters

This filing is an amendment to a registration statement, indicating the company is moving forward with its public offering process, which could lead to new investment opportunities.

Risk Assessment

Risk Level: medium — S-1/A filings are typically for companies going public, which inherently carries higher risk than established public companies.

Key Numbers

• 333-279598 — SEC File Number (Identifies this specific registration)
• 212-284-2300 — Phone Number (Contact for Perceptive Capital Solutions Corp)

Key Players & Entities

• Perceptive Capital Solutions Corp (company) — Registrant
• June 7, 2024 (date) — Filing Date
• 333-279598 (other) — SEC File Number
• Adam Stone (person) — Agent for Service
• Kirkland & Ellis LLP (company) — Legal Counsel

FAQ

Filing Documents

• ny20026753x5_s1a.htm (S-1/A) — 39KB
• ny20026753x5_ex5-1.htm (EX-5.1) — 81KB
• ny20026753x5_ex5-1img001.jpg (GRAPHIC) — 2KB
• 0001140361-24-029321.txt ( ) — 124KB

Exhibits and Financial Statement Schedules

Item 16. Exhibits and Financial Statement Schedules. (a) Exhibits. The Exhibit Index is incorporated herein by reference. EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 1.1 Form of Underwriting Agreement.* 3.1 Memorandum and Articles of Association.* 3.2 Form of Amended and Restated Memorandum and Articles of Association.* 4.1 Specimen Ordinary Share Certificate.* 5.1 Opinion of Ogier (Cayman) LLP, Cayman Islands Counsel to the Registrant.** 10.1 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 10.2 Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the other Holders signatory thereto.* 10.3 Form of Private Placement Shares Purchase Agreement between the Registrant and the Sponsor.* 10.4 Form of Indemnity Agreement.* 10.5 Form of Administrative Services and Indemnification Agreement between the Registrant and the Sponsor.* 10.6 Promissory Note, dated as of March 27, 2024, issued to the Sponsor.* 10.7 Securities Subscription Agreement, dated March 27, 2024, between the Registrant and the Sponsor.* 10.8 Form of Letter Agreement among the Registrant, the Sponsor and each director and executive officer of the Registrant.* 21.1 List of Subsidiaries of Registrant.* 23.1 Consent of WithumSmith+Brown, PC.* 23.2 Consent of Ogier (Cayman) LLP (included in Exhibit 5.1).** 24 Power of Attorney (included on the signature page of this Registration Statement).* 99.1 Consent of Mark C. McKenna.* 99.2 Consent of Kenneth Song.* 99.3 Consent of Harlan W. Waksal.* 107 Filing Fee Table.* * Previously filed. ** Filed herewith. II-1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 7 th day of June, 2024. PERCEPTIVE CAPITAL SOLUTIONS CORP By: /s/ Adam Stone Name: Adam Stone Title: Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Name Position Date * Chairman of the Board of Directors June 7, 2024 Joseph Edelman /s/ Adam Stone Chief Executive Officer and Director (Principal Executive Officer) June 7, 2024 Adam Stone * Chief Business Officer and Director June 7, 2024 Michael Altman * Chief Financial Officer (Principal Financial and Accounting Officer) June 7, 2024 Sam Cohn * By: /s/ Adam Stone Adam Stone Attorney-in-Fact II-2 AUTHORIZED REPRESENTATIVE Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Perceptive Capital Solutions Corp, in the City of New York, New York, on the 7th day of June, 2024. By: /s/ Adam Stone Name: Adam Stone Title: Authorized Representative II-3

View Full Filing

View this S-1/A filing on SEC EDGAR