Perceptive Capital Solutions Files S-1

TL;DR

Perceptive Capital Solutions filed an S-1, looks like they're going public.

AI Summary

Perceptive Capital Solutions Corp. filed an S-1 registration statement on May 21, 2024, to register securities under the Securities Act of 1933. The company, incorporated in the Cayman Islands, has its principal executive offices at 51 Astor Place, 10th Floor, New York, NY 10003. Adam Stone is listed as the agent for service. The filing indicates a SIC code of 6770, typically associated with blank checks.

Why It Matters

This S-1 filing signals Perceptive Capital Solutions Corp.'s intent to offer securities to the public, a crucial step for companies seeking to raise capital through an initial public offering or other registered offerings.

Risk Assessment

Risk Level: medium — S-1 filings are preliminary and indicate a company is seeking to raise capital, which carries inherent market and execution risks.

Key Numbers

• 333-279598 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 24970878 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Perceptive Capital Solutions Corp (company) — Registrant
• May 21, 2024 (date) — Filing Date
• Adam Stone (person) — Agent for Service
• 51 Astor Place, 10th Floor, New York, New York 10003 (address) — Principal Executive Offices
• 6770 (other) — Standard Industrial Classification Code (Blank Checks)

FAQ

Key Financial Figures

• $75,000,000 — ED MAY 21, 2024 PRELIMINARY PROSPECTUS $75,000,000 Perceptive Capital Solutions Corp 7,5
• $0.0001 — our Class A ordinary shares, par value $0.0001 per share, which we refer to as our pub
• $10.00 — tial public offering price per share of $10.00. The underwriters have a 45-day option
• $300,000 — irements, subject to an annual limit of $300,000, and/or to pay our taxes (which shall n
• $2,750,000 — ring for an aggregate purchase price of $2,750,000 (or $2,862,500 if the over-allotment op
• $2,862,500 — regate purchase price of $2,750,000 (or $2,862,500 if the over-allotment option is exercis
• $25,000,000 — erest to purchase up to an aggregate of $25,000,000 of our ordinary shares in a private pla
• $70,500,000 — roceeds, before expenses, to us $ 9.40 $70,500,000 (1) Includes $0.40 per share, or $3,0
• $0.40 — o us $ 9.40 $70,500,000 (1) Includes $0.40 per share, or $3,000,000 in the aggrega
• $3,000,000 — ,000 (1) Includes $0.40 per share, or $3,000,000 in the aggregate (or $3,450,000 in the
• $3,450,000 — are, or $3,000,000 in the aggregate (or $3,450,000 in the aggregate if the underwriters' o
• $86,250,000 — bed in this prospectus, $75,000,000, or $86,250,000 if the underwriters' over-allotment opt
• $7.8 billion — ences focused investment firm with over $7.8 billion of regulatory assets under management a

Filing Documents

• ny20026753x2_s1.htm (S-1) — 1961KB
• ny20026753x2_ex1-1.htm (EX-1.1) — 240KB
• ny20026753x2_ex3-1.htm (EX-3.1) — 1004KB
• ny20026753x2_ex3-2.htm (EX-3.2) — 846KB
• ny20026753x2_ex4-1.htm (EX-4.1) — 22KB
• ny20026753x2_ex5-1.htm (EX-5.1) — 81KB
• ny20026753x2_ex10-1.htm (EX-10.1) — 146KB
• ny20026753x2_ex10-2.htm (EX-10.2) — 144KB
• ny20026753x2_ex10-3.htm (EX-10.3) — 71KB
• ny20026753x2_ex10-4.htm (EX-10.4) — 140KB
• ny20026753x2_ex10-5.htm (EX-10.5) — 19KB
• ny20026753x2_ex10-6.htm (EX-10.6) — 40KB
• ny20026753x2_ex10-7.htm (EX-10.7) — 75KB
• ny20026753x2_ex10-8.htm (EX-10.8) — 65KB
• ny20026753x2_ex21-1.htm (EX-21.1) — 2KB
• ny20026753x2_ex23-1.htm (EX-23.1) — 2KB
• ny20026753x2_ex99-1.htm (EX-99.1) — 4KB
• ny20026753x2_ex99-2.htm (EX-99.2) — 3KB
• ny20026753x2_ex99-3.htm (EX-99.3) — 4KB
• ny20026753x2_ex107.htm (EX-FILING FEES) — 18KB
• ny20026753x2_ex3-1img001.jpg (GRAPHIC) — 17KB
• ny20026753x2_ex3-1img002.jpg (GRAPHIC) — 19KB
• ny20026753x2_ex3-1img003.jpg (GRAPHIC) — 7KB
• ny20026753x2_ex3-1img004.jpg (GRAPHIC) — 27KB
• ny20026753x2_ex3-1img005.jpg (GRAPHIC) — 12KB
• ny20026753x2_ex3-1img006.jpg (GRAPHIC) — 26KB
• ny20026753x2_ex3-1img007.jpg (GRAPHIC) — 4KB
• ny20026753x2_ex3-1img008.jpg (GRAPHIC) — 2KB
• ny20026753x2_ex3-2img001.jpg (GRAPHIC) — 2KB
• ny20026753x2_ex5-1img001.jpg (GRAPHIC) — 2KB
• 0001140361-24-027073.txt ( ) — 5050KB

RISK FACTORS

RISK FACTORS 32 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 76

USE OF PROCEEDS

USE OF PROCEEDS 77 DIVIDEND POLICY 80

DILUTION

DILUTION 81 CAPITALIZATION 84

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 85 PROPOSED BUSINESS 90 EFFECTING OUR INITIAL BUSINESS COMBINATION 99 MANAGEMENT 118 PRINCIPAL SHAREHOLDERS 128 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 131

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 133 TAXATION 152

UNDERWRITING

UNDERWRITING 160 LEGAL MATTERS 168 EXPERTS 168 WHERE YOU CAN FIND ADDITIONAL INFORMATION 168 INDEX TO FINANCIAL STATEMENTS F- 1 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. i TABLE OF CONTENTS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "company," "we," "us," "our," or "our company" are to Perceptive Capital Solutions Corp, a Cayman Islands exempted company; "founders" are to Joseph Edelman, Adam Stone and Michael Altman, senior executives of Perceptive Advisors; "founder shares" are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "initial shareholders" are to our s

View Full Filing

View this S-1 filing on SEC EDGAR