Cayman Islands | 6770 | 98-1783595 | ||||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) | ||||
Eric Blanchard Peter Byrne Kevin Cooper Cooley LLP 500 Boylston Street, 14th Floor Boston, Massachusetts 02116 Tel.: (617) 937-2300 | Jocelyn M. Arel Sarah Ashfaq Justin Anslow Katherine Hand Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel.: (617) 570-1000 | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||
☒ | Smaller reporting company | ||||||||
Emerging growth company | |||||||||
* | Prior to the consummation of the Business Combination described herein, the Registrant intends to effect a deregistration under Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Perceptive Capital Solutions Corp (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “Freenome, Inc.” |
Exact Name of Co-Registrant as Specified in its Charter(1)(2) | State or Other Jurisdiction of Incorporation or Organization | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification Number | ||||||
Freenome Holdings, Inc. | Delaware | 8071 | 81-2562661 | ||||||
(1) | The Co-Registrant has the following principal executive office: |
(2) | The agent for service for the Co-Registrant is: |
• | the Domestication is intended to occur at least one business day prior to the Closing Date. In connection with the Domestication, (1)(a) immediately prior to the Domestication, the holders of each issued and outstanding Class B ordinary share of PCSC, par value $0.0001 per share (the “PCSC Class B Share”) will elect to convert their PCSC Class B Shares into Class A ordinary shares of PCSC, par value $0.0001 per share (the “PCSC Class A Shares”), (b) immediately prior to the Domestication, PCSC will effect the redemption of the PCSC Class A Shares (the “public shares,” the holders of public shares, the “public shareholders”) |
• | at the Effective Time, (i) the Freenome Common Shares issued and outstanding as of immediately prior to the Effective Time (including such shares issued upon the conversion of all shares of Freenome preferred stock into Freenome Common Shares prior to the Effective Time in accordance with the terms of the Business Combination Agreement, but excluding Freenome Common Shares held in treasury or by Freenome stockholders who have properly demanded appraisal of such Freenome Common Shares in accordance with Section 262 of the DGCL) will be automatically canceled and extinguished and converted into the right to receive a number of shares of New Freenome Common Stock equal to an exchange ratio, which is based on an implied Freenome base equity value of $725,000,000 and subject to certain adjustments as set forth in the Business Combination Agreement (the “Exchange Ratio”); (ii) each option to purchase Freenome Common Shares (each, a “Freenome Option”), whether vested or unvested, will cease to represent the right to purchase Freenome Common Shares and will be canceled in exchange for an option to purchase New Freenome Common Stock (each, a “Rollover Option”) under the New Freenome Equity Incentive Plan, in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of Freenome Common Shares subject to such Freenome Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such Freenome Option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, and generally subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Freenome Option immediately prior to the Effective Time; and (iii) each restricted stock unit award that is outstanding with respect to Freenome Common Shares (each, a “Freenome RSU Award”), whether vested or unvested, will cease to have any rights in respect of the Freenome Common Shares and will be canceled in exchange for a restricted stock unit award under the New Freenome Equity Incentive Plan (each, a “Rollover RSU Award”) that settles in a number of shares of New Freenome Common Stock (rounded down to the nearest whole share) in an amount and subject to such terms and conditions, in each case, as to be set forth on an allocation schedule, that will generally be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Freenome RSU Award immediately prior to the Effective Time. As of March 15, 2026, and assuming an Exchange Ratio of 0.2955, there were (i) 26,646,057 Freenome Common Shares and 213,907,881 shares of Freenome preferred stock outstanding, that would collectively convert into 71,089,352 shares of New Freenome Common Stock, (ii) 29,512,900 Freenome Options outstanding that would convert into 8,252,587 Rollover Options and (iii) 14,522,802 Freenome RSU Awards that would convert into 4,291,830 Rollover RSU Awards. |
• | a proposal to approve, by special resolution of the holders of PCSC Class B Shares, the Domestication; |
• | a proposal to approve, by special resolution of the holders of PCSC Class B Shares, that the Existing Governing Documents be amended and restated by deletion in their entirety and the substitution in their place of the Proposed Governing Documents; |
• | the following six (6) separate proposals to approve, by ordinary resolutions, on a non-binding and advisory basis only, the following governance provisions contained in the Proposed Governing Documents: |
• | to amend the Existing Governing Documents to authorize the change in the authorized capital stock of PCSC from (i) 479,000,000 PCSC Class A Shares, 20,000,000 PCSC Class B Shares, and 1,000,000 preference shares, par value of $0.0001 per share, to (ii) 1,000,000,000 shares of New Freenome Common Stock and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share; |
• | to amend the Existing Governing Documents to authorize adopting Delaware as the exclusive forum for certain stockholder litigation; |
• | to amend the Existing Governing Documents to approve provisions requiring the affirmative vote of at least (i) two-thirds of the outstanding shares of capital stock entitled to vote to adopt, amend or repeal the Proposed Bylaws and (ii) a majority of New Freenome’s then outstanding common stock (except where a lower threshold is provided by the DGCL) for amendments to the Proposed Certificate of Incorporation; |
• | to amend the Existing Governing Documents to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class; |
• | to amend the Existing Governing Documents to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting; and |
• | to amend the Existing Governing Documents to authorize (i) changing the corporate name from “Perceptive Capital Solutions Corp” to “Freenome, Inc.,” (ii) making New Freenome’s corporate existence perpetual, and (iii) removing certain provisions related to PCSC’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination. |
• | a proposal to approve, by ordinary resolution, the issuance of shares of New Freenome Common Stock issued in connection with the Business Combination and the PIPE Financing pursuant to Nasdaq Listing Rule 5635; |
• | a proposal to approve and adopt, by ordinary resolution, the New Freenome Equity Incentive Plan; |
• | a proposal to approve and adopt, by ordinary resolution, the New Freenome Employee Stock Purchase Plan; and |
• | a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. |
Sincerely, | |||
Joseph Edelman Chairman of the Board of Directors | |||
• | Proposal No. 1—The Business Combination Proposal—RESOLVED, as an ordinary resolution, that, subject to the approval of the Domestication Proposal, the Governing Documents Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, the entry of PCSC into the Business Combination Agreement, dated December 5, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among PCSC, StarNet Merger Sub I, Corp., StarNet Merger Sub II, LLC, and Freenome Holdings, Inc. (in the form attached to the proxy statement/prospectus of the meeting as Annex A), the consummation of the transactions contemplated by the Business Combination Agreement and the performance by PCSC of its obligations thereunder thereby be ratified, approved, adopted and confirmed in all respects. |
• | Proposal No. 2—The Domestication Proposal—RESOLVED, as a special resolution of the holders of the PCSC Class B Shares, that, subject to the approval of the Business Combination Proposal, the Governing Documents Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, PCSC de-register from the Registrar of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, PCSC be continued and domesticated as a corporation under the laws of the state of Delaware and, conditional upon, and with effect from, the registration of PCSC as a corporation in the State of Delaware, the name of PCSC be changed from “Perceptive Capital Solutions Corp” to “Freenome, Inc.” |
• | Proposal No. 3—Governing Documents Proposal—RESOLVED, as a special resolution of the holders of the PCSC Class B Shares, that subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal and conditional upon, and with effect from, the registration of PCSC as a corporation in the State of Delaware, the amended and restated memorandum and articles of association of PCSC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and the Proposed Bylaws (in the form attached to the proxy statement/prospectus of the meeting as Annex H and Annex I, respectively). |
• | Proposal No. 4—Advisory Governing Documents Proposals—RESOLVED, as six separate ordinary resolutions on a non-binding and advisory basis only, that the following governance provisions contained in the Proposed Governing Documents be and are hereby approved and adopted: |
• | Proposal A—RESOLVED, as an ordinary resolution, to amend the Existing Governing Documents to authorize the change in the authorized capital stock of PCSC from (i) 479,000,000 PCSC Class A Shares, 20,000,000 PCSC Class B Shares, and 1,000,000 preference shares, par value of $0.0001 per share, to (ii) 1,000,000,000 shares of New Freenome Common Stock and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share. |
• | Proposal B—RESOLVED, as an ordinary resolution, to amend the Existing Governing Documents to authorize adopting Delaware as the exclusive forum for certain stockholder litigation. |
• | Proposal C—RESOLVED, as an ordinary resolution, to amend the Existing Governing Documents to approve provisions requiring the affirmative vote of at least (i) two-thirds of the outstanding shares of capital stock entitled to vote to adopt, amend or repeal the Proposed Bylaws and (ii) a majority of New Freenome’s then outstanding common stock (except where a lower threshold is provided by the DGCL) for amendments to the Proposed Certificate of Incorporation. |
• | Proposal D—RESOLVED, as an ordinary resolution, to amend the Existing Governing Documents to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class. |
• | Proposal E—RESOLVED, as an ordinary resolution, to amend the Existing Governing Documents to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting. |
• | Proposal F—RESOLVED, as an ordinary resolution, to amend the Existing Governing Documents to authorize (1) changing the corporate name from “Perceptive Capital Solutions Corp” to “Freenome, Inc.,” (2) making New Freenome’s corporate existence perpetual, and (3) removing certain provisions related to PCSC’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination. |
• | Proposal No. 5—The Nasdaq Proposal—RESOLVED, as an ordinary resolution, that subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, for the purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635(a), (b) and (d), the issuance or potential issuance of (i) shares of New Freenome Common Stock be approved to the shareholders of PCSC in the Domestication and stockholders of Freenome in the First Merger pursuant to the Business Combination Agreement, and (ii) shares of New Freenome Common Stock to the PIPE Investors in the PIPE Financing pursuant to the Subscription Agreements, and (iii) any other issuances of Freenome Common Stock and securities convertible into or exercisable for Freenome Common Stock pursuant to subscription, purchase or similar agreements PCSC has entered, or may enter, into prior to Closing, be approved in all respects. |
• | Proposal No. 6—The Equity Incentive Plan Proposal—RESOLVED, as an ordinary resolution, that subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Nasdaq Proposal and the Employee Stock Purchase Plan Proposal, the Freenome Holdings, Inc. 2026 Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex J, be adopted and approved. |
• | Proposal No. 7—The Employee Stock Purchase Plan Proposal—RESOLVED, as an ordinary resolution, that subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Nasdaq Proposal and the Equity Incentive Plan Proposal, the Freenome Holdings, Inc. 2026 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex K, be adopted and approved. |
• | Proposal No. 8—The Adjournment Proposal—RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is |
(i) | hold public shares; and |
(ii) | prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting), (a) submit a written request to the PCSC transfer agent in which you (i) request that PCSC redeems your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and (b) deliver your public shares to the PCSC transfer agent physically or electronically through The Depository Trust Company. |
Thank you for your participation. We look forward to your continued support. | |||
By Order of the Board of Directors of Perceptive Capital Solutions Corp, | |||
Joseph Edelman | |||
Chairman of the Board of Directors | |||
• | “Aggregate Transaction Proceeds” means the aggregate cash proceeds to be received by PCSC from the trust account in connection with the Business Combination, together with aggregate gross proceeds from the PIPE Financing, after deducting PCSC’s unpaid expenses, liabilities, and any amounts paid to PCSC shareholders that exercise their redemption rights in connection with the Business Combination; |
• | “Aggregate Transaction Proceeds Condition” means the condition to consummation of the Business Combination that the Aggregate Transaction Proceeds equal no less than $250,000,000; |
• | “Allocation Schedule” means that certain allocation schedule that Freenome is required to deliver to PCSC under the Business Combination Agreement setting forth, as of immediately prior to the Effective Time, the amount of Freenome shares held by or issuable to Freenome Stockholders or holders of certain convertible securities of Freenome; |
• | “Business Combination” are to the Domestication, the Mergers and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing; |
• | “Business Combination Agreement” are to that certain Business Combination Agreement, dated December 5, 2025 (as may be amended, supplemented or otherwise modified from time to time), by and among PCSC, Merger Sub I, Merger Sub II and Freenome; |
• | “Business Combination Proposal” are to that certain proposal to approve and adopt the Business Combination Agreement, dated December 5, 2025 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”); |
• | “Cayman Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; |
• | “Class B Shareholders” are to the holders of the PCSC Class B Shares; |
• | “Closing” are to the closing of the Business Combination; |
• | “Closing Date” means that date that is in no event later than the fifth (5th) business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled “Business Combination Proposal—The Business Combination Agreement—Conditions to Closing of the Business Combination,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other date as PCSC and Freenome may agree in writing; |
• | “Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, collectively; |
• | “Continental” are to Continental Stock Transfer & Trust Company; |
• | “DGCL” are to the General Corporation Law of the State of Delaware; |
• | “Domestication” are to the de-registration of PCSC from the Registrar of Companies in the Cayman Islands and the transfer by way of continuation from the Cayman Islands and the continuation and domestication of PCSC as a corporation incorporated in the State of Delaware; |
• | “Effective Time” means the time at which the First Merger becomes effective; |
• | “Existing Governing Documents” are to the amended and restated memorandum and articles of association of PCSC; |
• | “extraordinary general meeting” are to the extraordinary general meeting of PCSC at [•] a.m., Eastern Time, on [•], 2026, at the offices of Cooley LLP located at 55 Hudson Yards, New York, New York 10001, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned; |
• | “First Merger” are to the merger of Merger Sub I with and into Freenome pursuant to the Business Combination Agreement, with Freenome continuing as the surviving company of the First Merger and, after giving effect to the First Merger, Freenome becoming a wholly-owned subsidiary of New Freenome; |
• | “Freenome Common Shares” are to, collectively, each share of Freenome common stock (each, a Freenome Common Share); |
• | “Freenome Strategic Transaction Committee” means the special committee of the board of directors of Freenome Holdings, Inc. consisting solely of independent and disinterested members of the Company Board, which was formed on August 3, 2023, and which reviewed, evaluated and approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and made the Company Freenome Strategic Transaction Committee Recommendation; |
• | “Freenome Warrant Agreements” are to, collectively, (i) that certain Warrant to Purchase Common Stock, dated as of October 16, 2019, by and between the Company and Riviera Partners Investments, LLC, and (ii) that certain Warrant to Purchase Common Stock, dated as of November 10, 2022, by and between the Company and New England Biolabs, Inc; |
• | “initial public offering” are to PCSC’s initial public offering that was consummated on June 13, 2024; |
• | “initial shareholders” are to Sponsor and each of Messrs. McKenna, Song and Waksal; |
• | “Investor Rights Agreement” means that certain investor rights agreement to be entered into at Closing by and among PCSC, the Perceptive Shareholders, the RA Capital Shareholders, and certain shareholders of the Company to be mutually agreed upon by the Company and PCSC; |
• | “Merger Sub I” are to StarNet Merger Sub I, Corp., a Delaware corporation and wholly-owned subsidiary of PCSC prior to the consummation of the Business Combination; |
• | “Merger Sub II” are to StarNet Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of PCSC prior to the consummation of the Business Combination; |
• | “Mergers” are to the “First Merger” together with the “Second Merger”; |
• | “Nasdaq” are to the Nasdaq Capital Market; |
• | “New Freenome” are to Freenome, Inc. (f.k.a. Perceptive Capital Solutions Corp) upon and after the Domestication; |
• | “New Freenome Board” are to the board of directors of New Freenome; |
• | “New Freenome Bylaws” are to the proposed new bylaws of New Freenome, to take effect upon the Domestication; |
• | “New Freenome Charter” are to the proposed new certificate of incorporation of New Freenome, to take effect upon the Domestication; |
• | “New Freenome Common Stock” are to the common stock, par value $0.0001 per share, of New Freenome; |
• | “New Freenome Employee Stock Purchase Plan” are to the Freenome, Inc. 2026 Employee Stock Purchase Plan, to be considered for adoption and approval by the shareholders pursuant to the Employee Stock Purchase Plan Proposal; |
• | “New Freenome Equity Incentive Plan” are to Freenome, Inc. 2026 Equity Incentive Plan, to be considered for adoption and approval by the shareholders pursuant to the Equity Incentive Plan Proposal; |
• | “New Freenome Organizational Documents” are to, collectively, the New Freenome Charter and New Freenome Bylaws; |
• | “ordinary shares” or “PCSC Shares” are to the PCSC Class A Shares and the PCSC Class B Shares; |
• | “PCSC,” “we,” “us” or “our” are to Perceptive Capital Solutions Corp, a Cayman Islands exempted company, prior to the consummation of the Business Combination; |
• | “PCSC Board” are to PCSC’s board of directors; |
• | “PCSC Class A Shares” are to the Class A ordinary shares, par value $0.0001 per share, of PCSC, which will automatically convert, on a one-for-one basis, into shares of New Freenome Common Stock in connection with the Domestication; |
• | “PCSC Class B Shares” or “founder shares” are to the 2,156,250 Class B ordinary shares, par value $0.0001 per share, of PCSC outstanding as of the date of this proxy statement/prospectus that were initially issued to our Sponsor in a private placement prior to our initial public offering and of which 90,000 were transferred to Messrs. McKenna, Song and Waksal (30,000 PCSC Class B Shares each) in April 2024, and, in connection with the Domestication, the holders of the founder shares will elect to convert these PCSC Class B Shares, on a one-for-one basis, into PCSC Class A Shares; |
• | “PCSC Parties” are, collectively, PCSC and Merger Subs (and each, individually, a “PCSC Party”); |
• | “PCSC transfer agent” are to Continental, PCSC’s transfer agent; |
• | “Perceptive Advisors” are to Perceptive Advisors, LLC, an affiliate of our Sponsor; |
• | “Perceptive PIPE Investor” are to Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company; |
• | “Perceptive Shareholders” are to the Sponsor and the Perceptive PIPE Investor; |
• | “PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 24,000,000 shares of New Freenome Common Stock for an aggregate purchase price of $240.0 million to be consummated in connection with Closing; |
• | “PIPE Investors” are to certain qualified institutional buyers, institutional accredited investors, and other accredited investors, including, among others, the Perceptive PIPE Investors, as well as certain existing stockholders of Freenome; |
• | “private placement shares” are to the 286,250 PCSC Class A Shares sold to our Sponsor as part of the private placement by PCSC which closed on June 13, 2024; |
• | “pro forma” are to giving pro forma effect to the Business Combination, including the Mergers and the PIPE Financing; |
• | “Proposed Bylaws” are to the proposed bylaws of New Freenome to be effective upon the Domestication attached to this proxy statement/prospectus as Annex I; |
• | “Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New Freenome to be effective upon the Domestication attached to this proxy statement/prospectus as Annex H; |
• | “Proposed Governing Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws; |
• | “public shareholders” are to holders of public shares, whether acquired in PCSC’s initial public offering or acquired in the secondary market; |
• | “public shares” are to the currently outstanding 8,911,250 PCSC Class A Shares, whether acquired in PCSC’s initial public offering or acquired in the secondary market; |
• | “redemption” are to each redemption of public shares for cash pursuant to the Existing Governing Documents; |
• | “SEC” are to the Securities and Exchange Commission; |
• | “Second Merger” are to the merger of Freenome, as the surviving entity of the First Merger, with and into Merger Sub II pursuant to the Business Combination Agreement, with Merger Sub II continuing as the surviving company of the Second Merger and, after giving effect to the Second Merger, Merger Sub II becoming a wholly-owned subsidiary of New Freenome; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “Special Committee” means the special committee of the PCSC Board; |
• | “Sponsor” are to Perceptive Capital Solutions Holding, a Cayman Islands exempted company; |
• | “Subscription Agreements” are to the subscription agreements, entered into by PCSC and each of the PIPE Investors in connection with the PIPE Financing; |
• | “trust account” are to the trust account established at the consummation of PCSC’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee; |
• | “Trust Agreement” means that certain Investment Management Trust Agreement, dated as of June 13, 2024, between PCSC and Continental, as trustee; and |
• | “U.S.” means the United States of America. |
• | our ability to complete the Business Combination with Freenome or, if we do not consummate such Business Combination, any other initial business combination; |
• | satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our shareholders of each of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the Hart-Scott-Rodino Act of 1976 (the “HSR Act”) relating to the Business Combination Agreement having expired or been terminated; (iii) PCSC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing; (iv) the Aggregate Transaction Proceeds Condition; (v) the approval by Nasdaq of our initial listing application in connection with the Business Combination; and (vi) the consummation of the Domestication; |
• | the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against PCSC and Freenome following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement; |
• | the growth rate and market opportunity of New Freenome; |
• | the ability to obtain and/or maintain the listing of the New Freenome Common Stock, and the potential liquidity and trading of such securities; |
• | the risk that the proposed Business Combination disrupts current plans and operations of Freenome as a result of the announcement and consummation of the proposed Business Combination; |
• | the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; |
• | costs related to the proposed Business Combination; |
• | changes in applicable laws or regulations; |
• | our ability to raise financing in the future; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination; |
• | Freenome’s need to raise additional capital to fund its existing operations, develop its platform, commercialize new products or expand its operations; |
• | Freenome’s ability to support demand for its current and future products, including ensuring that it has adequate capacity to meet increased demand, or is able to successfully manage its anticipated growth; |
• | Freenome’s ability to attract and retain qualified personnel, manage its future growth effectively and execute its business strategy; |
• | Freenome’s ability to retain the services of its founder, Freenome’s Chief Executive Officer, or other members of Freenome’s senior management team; |
• | any Changes in funding for, or disruptions caused by global health concerns impacting, the FDA and other government agencies or notified bodies, which could hinder Freenome’s ability to hire and retain key leadership and other personnel, or otherwise prevent new medical device products from being developed, authorized or commercialized in a timely manner; |
• | Freenome’s financial performance, including the fact that Freenome has incurred significant net losses in each period since its inception and anticipates that it will continue to incur net losses for the coming years; and |
• | other factors detailed under the section entitled “Risk Factors.” |
Q: | Why am I receiving this proxy statement/prospectus? |
A: | PCSC shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. |
(a) | in connection with the Domestication, which is intended to occur at least one business day prior to the Closing Date, PCSC will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and Part 12 of the Companies Act (Revised) of the Cayman Islands, upon which PCSC will change its name to “Freenome, Inc.”; |
(b) | as part of the First Merger, Merger Sub I will merge with and into Freenome, with Freenome as the surviving company in the First Merger and, after giving effect to the First Merger, Freenome will be a wholly-owned subsidiary of PCSC, (i) the Freenome Common Shares issued and outstanding as of immediately prior to the Effective Time (including such shares issued upon the conversion of all shares of Freenome preferred stock into Freenome Common Shares prior to the Effective Time in accordance with the terms of the Business Combination Agreement, but excluding Freenome Common Shares held in treasury or by Freenome stockholders who have properly demanded appraisal of such Freenome Common Shares in accordance with Section 262 of the DGCL) will be automatically canceled and extinguished and converted into the right to receive a number of shares of New Freenome Common Stock equal to the Exchange Ratio; (ii) each Freenome Option, whether vested or unvested, will cease to represent the right to purchase Freenome Common Shares and will be canceled in exchange for a Rollover Option under the New Freenome Equity Incentive Plan, in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of Freenome Common Shares subject to such Freenome Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such Freenome Option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, and generally subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Freenome Option immediately prior to the Effective Time; and (iii) each Freenome RSU Award, whether vested or unvested, will cease to have any rights in respect of the Freenome Common Shares and will be canceled in exchange for a Rollover RSU Award that settles in a number of shares of New Freenome Common Stock (rounded down to the nearest whole share) in an amount and subject to such terms and conditions, in each case, as to be set forth on an allocation schedule, that will generally be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Freenome RSU Award immediately prior to the Effective Time; and |
(c) | as soon as practicable following the Effective Time, but no later than one business day following the Effective Time, as part of the Second Merger, Freenome, as the surviving corporation of the First Merger, will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company in the Second Merger. See “Business Combination Proposal.” |
Q: | What proposals are shareholders of PCSC being asked to vote upon? |
A: | At the extraordinary general meeting, PCSC is asking holders of its ordinary shares to consider and vote upon thirteen (13) separate proposals: |
• | The Business Combination Proposal: a proposal to approve by ordinary resolution, the entry of PCSC into the Business Combination Agreement, dated December 5, 2025 (as it may be amended, supplemented, or otherwise modified from time to time), by and among PCSC, StarNet Merger Sub I, Corp., StarNet Merger Sub II, LLC, and Freenome Holdings, Inc. (in the form attached to the proxy statement/prospectus of the meeting as Annex A), the consummation of the transactions contemplated by the Business Combination Agreement and the performance by PCSC of its obligations thereunder thereby; |
• | The Domestication Proposal: a proposal to approve by special resolution of the holders of PCSC Class B Shares, that PCSC de-register from the Registrar of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Part 12 of the Companies Act (Revised) of the Cayman Islands and Section 388 of the DGCL and, immediately upon being de-registered in the Cayman Islands, PCSC be continued and domesticated as a corporation under the laws of the state of Delaware and, conditional upon, and with effect from, the registration of PCSC as a corporation in the State of Delaware, the name of PCSC be changed from “Perceptive Capital Solutions Corp” to “Freenome, Inc.”; |
• | The Governing Documents Proposal: a proposal to approve by special resolution of the holders of PCSC Class B Shares, that the amended and restated memorandum and articles of association of PCSC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and the Proposed Bylaws (in the form attached to the proxy statement/prospectus of the meeting as Annex H and Annex I, respectively); |
• | The Advisory Governing Documents Proposals: six separate proposals by ordinary resolutions on a non-binding and advisory basis only, that the following governance provisions contained in the Proposed Governing Documents be approved and adopted as follows: |
• | to amend the Existing Governing Documents to authorize the change in the authorized capital stock of PCSC from (i) 479,000,000 PCSC Class A Shares, 20,000,000 PCSC Class B Shares, and 1,000,000 preference shares, par value of $0.0001 per share, to (ii) 1,000,000,000 shares of New Freenome Common Stock and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share; |
• | to amend the Existing Governing Documents to authorize adopting Delaware as the exclusive forum for certain stockholder litigation; |
• | to amend the Existing Governing Documents to approve provisions requiring the affirmative vote of at least (i) two-thirds of the outstanding shares of capital stock entitled to vote to adopt, amend or repeal the Proposed Bylaws and (ii) a majority of New Freenome’s then outstanding common stock (except where a lower threshold is provided by the DGCL) for amendments to the Proposed Certificate of Incorporation; |
• | to amend the Existing Governing Documents to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class; |
• | to amend the Existing Governing Documents to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting; and |
• | to amend the Existing Governing Documents to authorize (1) changing the corporate name from “Perceptive Capital Solutions Corp” to “Freenome, Inc.,” (2) making New Freenome’s corporate existence perpetual, and (3) removing certain provisions related to PCSC’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination. |
• | The Nasdaq Proposal: a proposal to approve by ordinary resolution, that for the purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635(a), (b) and (d), the issuance or potential issuance of (i) shares of New Freenome Common Stock be approved to the shareholders of PCSC in the Domestication and stockholders of Freenome in the First Merger pursuant to the Business Combination Agreement, and (ii) shares of New Freenome Common Stock to the PIPE Investors in the PIPE Financing pursuant to the Subscription Agreements, and (iii) any other issuances of Freenome Common Stock and securities convertible into or exercisable for Freenome Common Stock pursuant to subscription, purchase or similar agreements PCSC has entered, or may enter, into prior to Closing, be approved in all respects; |
• | The Equity Incentive Plan Proposal: a proposal to approve by ordinary resolution, that the Freenome Holdings, Inc. 2026 Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex J, be adopted and approved; |
• | The Employee Stock Purchase Plan Proposal: a proposal to approve by ordinary resolution, that the Freenome Holdings, Inc. 2026 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex K, be adopted and approved; and |
• | The Adjournment Proposal: a proposal to approve by ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to PCSC shareholders (B) in order to solicit additional proxies from PCSC shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if PCSC shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by PCSC from the trust account in connection with the Business Combination, together with aggregate gross proceeds from the PIPE Financing, equal no less than $250,000,000 after deducting PCSC’s unpaid expenses, liabilities, and any amounts paid to PCSC shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied, at the extraordinary general meeting be approved. For more information, please see “—Why is PCSC proposing the Adjournment Proposal.” |
Q: | Are the proposals conditioned on one another? |
A: | Yes, each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. Consummation of the Business Combination is not conditioned upon the approval of the Advisory Governing Documents Proposals or the Adjournment Proposal. Neither the Advisory Governing Documents Proposals nor the Adjournment Proposal is conditioned upon the approval of any other proposal. |
Q: | I am a holder of public shares. Why am I receiving this proxy statement/prospectus? |
A: | Upon consummation of the Business Combination, and without any action on the part of any party or any other person, each issued and outstanding PCSC Class A Share (excluding public shares validly submitted for redemption) will convert automatically by operation of law, on a one-for-one basis, into one share of New Freenome Common Stock. This proxy statement/prospectus includes important information about New Freenome and the business of New Freenome and its subsidiaries following consummation of the Business Combination. PCSC urges you to read the information contained in this proxy statement/prospectus carefully. |
Q: | Why is PCSC proposing the Business Combination? |
A: | PCSC is a blank check company incorporated on March 22, 2024 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. PCSC has neither engaged in any operations nor generated any revenue to date. Based on PCSC’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash. |
Q: | What are the reasons for the structure and timing of the Business Combination and the PIPE Financing? |
A: | PCSC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Following the completion of its initial public offering, at the direction of the PCSC Board, representatives of PCSC, including Messrs. Stone and Poukalov, and Dr. Hukkelhoven commenced an active, targeted search for potential business combination candidates, leveraging the Sponsor’s network of investment bankers, private equity firms and hedge funds (including Perceptive Advisors and its affiliates), consulting firms, legal and accounting firms, and numerous other business relationships, as well as the prior experience and network of PCSC’s officers and directors. During this targeted search, PCSC reviewed approximately 200 potential business combination targets and conducted varying levels of preliminary due diligence on each, and evaluated and analyzed each as a potential business combination target based on, among other things, publicly available information and other market research available to PCSC and its representatives and their existing knowledge of the potential targets as a result of their network and existing relationships. Between October 2024 and December 2024, PCSC submitted non-binding term sheets to two companies, neither of which progressed to a business combination. Thereafter, PCSC continued to assess other potential business combination targets. Through this process, and based on discussion with members of the PCSC Board, PCSC further refined its focus and determined to concentrate its near-term efforts on a smaller set of potential business combination targets, including Freenome, that PCSC believed were the most compelling opportunities relative to the others reviewed. |
Q: | Will PCSC and Freenome obtain new financing in connection with the Business Combination and are there any arrangements to help ensure that PCSC will have sufficient funds to consummate the Business Combination and that New Freenome will have sufficient funds to operate Freenome’s business following the Closing? |
A: | In connection with entering into the Business Combination Agreement, on December 5, 2025, PCSC entered into Subscription Agreements with the PIPE Investors. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and PCSC agreed to issue and sell to the PIPE Investors, on the Closing Date immediately following the Closing, an aggregate of 24,000,000 shares of New Freenome Common Stock for a purchase price of $10.00 per share, and aggregate gross proceeds of $240.0 million. |
Q: | Why is PCSC proposing the Adjournment Proposal? |
A. | Holders of PCSC Shares are being asked to consider and vote upon the Adjournment Proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to PCSC shareholders (B) in order to solicit additional proxies from PCSC shareholders in favor of one or more of the proposals at the extraordinary general meeting, (C) if PCSC shareholders redeem an amount of the |
Q: | Will I have the opportunity to vote on the Domestication Proposal or the Governing Documents Proposal if I only hold PCSC Class A Shares? |
A: | No. Pursuant to the Existing Governing Documents, prior to the closing of an initial business combination only holders of PCSC Class B Shares may vote on the Domestication Proposal or the Governing Documents Proposal. The initial shareholders, being the Sponsor and PCSC’s independent directors (Messrs. McKenna, Song and Waksal), hold all issued and outstanding PCSC Class B Shares. Holders of only PCSC Class A Shares are not entitled to vote on the Domestication Proposal or the Governing Documents Proposal. |
Q: | Why was the Special Committee formed? |
A: | An affiliate of PCSC and the Sponsor, the Perceptive PIPE Investor, was an existing investor in Freenome prior to and during the course of discussions between PCSC and Freenome with respect to the Business Combination. Dr. Ellen Hukkelhoven, an executive officer of the Perceptive PIPE Investor, is a director of Freenome. In light of potential conflicts of interest with respect to the Business Combination as a result of the Perceptive PIPE Investor’s pre-existing ownership interest in Freenome and the fact that Perceptive PIPE Investor has a designee serving as a director of Freenome (such conflicts are described more fully in the section entitled “—Interests of PCSC’s Directors and Executive Officers, Sponsor and Others in the Business Combination”), the PCSC Board formed the Special Committee, comprised of three independent and disinterested members of the PCSC Board, Mark C. McKenna, Kenneth Song M.D., and Harlan W. Waksal, M.D. PCSC Board delegated the Special Committee the power and authority to (i) consider, review and to evaluate the terms and conditions, and determine the advisability, of the Business Combination (and the proposed terms of any definitive agreement with respect to the Business Combination) and any alternatives thereto that the Special Committee deems appropriate, (ii) determine whether the Business Combination or any alternative thereto negotiated by the Special Committee is fair to, and in the best interests of, PCSC and PCSC shareholders as a whole, and (iii) with respect to any actions required to be taken by the full PCSC Board with respect to the Business Combination or any alternative thereto, recommend to the PCSC Board what action, if any, should be taken by the PCSC Board. Special Committee was empowered to retain legal counsel to advise it and assist it in connection with fulfilling its duties as delegated by the PCSC Board; retain such other advisors, consultants and agents, including, without limitation, investment bankers, as the Special Committee may deem necessary or appropriate to perform such services and render such opinions as may be necessary or appropriate in order for the Special Committee to discharge its duties; and enter into such contracts providing for the retention, compensation, reimbursement of expenses and indemnification of such legal counsel, investment bankers, consultants and agents as the Special Committee may in its sole discretion deem necessary or appropriate. The Special Committee engaged separate U.S. counsel, Ropes, and Cayman Islands counsel, Maples. The Special Committee also engaged Scalar to provide an opinion to the Special Committee as to the fairness, from a financial point of view, to PCSC and the PCSC Unaffiliated Shareholders (defined as the holders of PCSC Class A Shares other than (i) Freenome, (ii) the Sponsor, (iii) the Key Supporting Company Stockholders, (iv) holders of PCSC Class A Shares who elect to redeem their shares prior to or in connection with the Business Combination, and (v) the PIPE Investors) of the shares of New Freenome Common Stock to be paid by PCSC in the First Merger pursuant to the Business Combination Agreement. |
Q: | Did the PCSC Board or Special Committee obtain a third-party opinion in determining whether or not to proceed with the Business Combination? |
A. | Yes. On December 4, 2025, the Special Committee received an opinion from Scalar as to the fairness, from a financial point of view, to PCSC and the PCSC Unaffiliated Shareholders (defined as the holders of PCSC Class A Shares other than (i) Freenome, (ii) the Sponsor, (iii) the Key Supporting Company Stockholders, (iv) holders of PCSC Class A Shares who elect to redeem their shares prior to or in connection with the Business Combination, and (v) the PIPE Investors) of the shares of New Freenome Common Stock to be paid by PCSC in the First Merger pursuant to the Business Combination Agreement, which was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on and scope of the review undertaken by Scalar, as set forth in such opinion, as more fully described in the subsection “Business Combination Proposal—Opinion of Scalar, LLC.” A copy of Scalar’s opinion is attached hereto as Annex L. |
Q: | What will Freenome’s equityholders receive in return for the Business Combination with PCSC? |
A: | As part of the First Merger, Merger Sub I will merge with and into Freenome, with Freenome as the surviving company in the First Merger and, after giving effect to the First Merger, Freenome will be a wholly-owned subsidiary of PCSC, (i) the Freenome Common Shares issued and outstanding as of immediately prior to the Effective Time (including such shares issued upon the conversion of all shares of Freenome preferred stock into Freenome Common Shares prior to the Effective Time in accordance with the terms of the Business Combination Agreement, but excluding Freenome Common Shares held in treasury or by Freenome stockholders who have properly demanded appraisal of such Freenome Common Shares in accordance with Section 262 of the DGCL) will be automatically canceled and extinguished and converted into the right to receive a number of shares of New Freenome Common Stock equal to the Exchange Ratio; (ii) each Freenome Option, whether vested or unvested, will cease to represent the right to purchase Freenome Common Shares and will be canceled in exchange for a Rollover Option under the New Freenome Equity Incentive Plan, in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of Freenome Common Shares subject to such Freenome Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such Freenome Option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, and generally subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Freenome Option immediately prior to the Effective Time; and (iii) each Freenome RSU Award, whether vested or unvested, will cease to have any rights in respect of the Freenome Common Shares and will be canceled in exchange for a Rollover RSU Award that settles in a number of shares of New Freenome Common Stock (rounded down to the nearest whole share) in an amount and subject to such terms and conditions, in each case, as to be set forth on an allocation schedule, that will generally be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Freenome RSU Award immediately prior to the Effective Time. |
Q: | How will New Freenome be managed following the Business Combination? |
A: | Following the Closing, it is expected that the current management of Freenome will become the management of New Freenome, and the size of the New Freenome Board will be increased to consist of nine directors, as discussed in greater detail in “Proposal No. 3—Governing Documents Proposal” and “Management of New Freenome following the Business Combination.” Under the terms of the Proposed Certificate of Incorporation, upon the effectiveness thereof, the New Freenome Board will be divided into three classes designated as Class I, Class II and Class III. Class I directors will initially serve for a term expiring at the first annual meeting of stockholders following the Closing. Class II and Class III directors will initially serve for a term expiring at the second and third annual meeting of New Freenome stockholders following the Closing, respectively. At each succeeding annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting of the stockholders. There will be no limit on the number of terms a director may serve on the New Freenome Board. |
Q: | What equity stake will current PCSC shareholders and current equityholders of Freenome hold in New Freenome immediately after the consummation of the Business Combination? |
A: | As of the date of this proxy statement/prospectus, there are 11,067,500 PCSC Shares issued and outstanding, of which 8,911,250 are PCSC Class A Shares and 2,156,250 are PCSC Class B Shares. |
Pro Forma Combined | ||||||||||||||||||||||||
No Redemptions Scenario | 25% Redemptions Scenario | 50% Redemptions Scenario | Aggregate Transaction Proceeds Condition Redemptions Scenario | |||||||||||||||||||||
Shares | % | Shares | % | Shares | % | Shares | % | |||||||||||||||||
PCSC public shareholders(1) | 8,625,000 | 7.66% | 6,468,750 | 5.85% | 4,312,500 | 3.98% | 2,056,878 | 1.94% | ||||||||||||||||
Sponsor and the Perceptive PIPE Investor(2) | 13,554,087 | 12.03% | 13,554,087 | 12.26% | 13,554,087 | 12.51% | 13,554,087 | 12.77% | ||||||||||||||||
PCSC independent directors(3) | 90,000 | 0.08% | 90,000 | 0.08% | 90,000 | 0.08% | 90,000 | 0.08% | ||||||||||||||||
Freenome stockholders (excluding the Perceptive PIPE Investor and Roche)(4) | 52,699,707 | 46.77% | 52,699,707 | 47.69% | 52,699,707 | 48.64% | 52,699,707 | 49.67% | ||||||||||||||||
PIPE Investors (excluding the Perceptive PIPE Investor)(5) | 18,500,000 | 16.42% | 18,500,000 | 16.74% | 18,500,000 | 17.07% | 18,500,000 | 17.44% | ||||||||||||||||
Roche(6) | 19,198,197 | 17.04% | 19,198,197 | 17.37% | 19,198,197 | 17.72% | 19,198,197 | 18.09% | ||||||||||||||||
Pro forma total shares of the New Freenome Common Stock outstanding at Closing | 112,666,991 | 100.00% | 110,510,741 | 100.00% | 108,354,491 | 100.00% | 106,098,869 | 100.00% | ||||||||||||||||
* | Less than 1%. |
(1) | Amount comprises the unredeemed public shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of 0 shares under the No Redemptions Scenario, 2,156,250 shares redeemed under the 25% Redemptions Scenario, 4,312,500 shares redeemed under the 50% Redemptions Scenario, and 6,568,122 shares redeemed under the Aggregate Transaction Proceeds Condition Redemptions Scenario. |
(2) | Amount includes 2,066,250 PCSC Class B Shares held by the Sponsor, 286,250 private placement shares, which are PCSC Class A Shares, held by Sponsor, 5,500,000 shares purchased by the Perceptive PIPE Investor as part of the PIPE Financing, and 5,611,587 shares of New Freenome Common Stock issued as merger consideration. |
(3) | Amount includes 30,000 PCSC Class B Shares held by each of PCSC’s independent directors (Messrs. McKenna, Song and Waksal). |
(4) | Amount includes 71,089,352 shares of New Freenome Common Stock issued to Freenome stockholders less 5,611,587 and 12,778,058 shares that will be held by the Perceptive PIPE Investor and Roche, respectively, which are presented in the rows labeled “Sponsor and the Perceptive PIPE Investor” and “Roche.” The amounts in the table do not include the potentially dilutive shares that could be issued, specifically 8,252,587 Rollover Options issued to holders of Freenome Options (whether vested or unvested immediately prior to the Effective Time), 4,291,830 Rollover RSU Awards issued to holders of Freenome RSU Awards (whether vested or unvested immediately prior to the Effective Time) and 3,441,094 shares which would be issued upon Exact Sciences’ optional election to convert the Exact Sciences Note (assuming accrued interest through May 31, 2026). |
(5) | Amount includes the 18,500,000 shares of New Freenome Common Stock to be issued to the PIPE Investors, less the 5,500,000 shares to be purchased by the Perceptive PIPE Investor as part of the PIPE Financing (which are presented in the row labeled “Sponsor and the Perceptive PIPE Investor”). |
(6) | Includes 12,778,058 shares of New Freenome Common Stock to be issued as merger consideration and 6,420,139 shares of Freenome Common Stock issued upon conversion of the Roche Convertible Note (as defined in “Certain Relationships and Related Person Transactions—Freenome Agreements with Our Stockholders—Convertible Promissory Note with Roche”). The Roche Convertible Note (including the principal amount and accrued interest) will automatically convert into shares of New Freenome Common Stock at a conversion price of $12.00 in connection with the Closing. This amount assumes accrued interest through May 31, 2026. |
Pro Forma Combined, Including Dilutive Instruments | ||||||||||||||||||||||||
No Redemptions Scenario | 25% Redemptions Scenario | 50% Redemptions Scenario | Aggregate Transaction Proceeds Condition Redemptions Scenario | |||||||||||||||||||||
Shares | % | Shares | % | Shares | % | Shares | % | |||||||||||||||||
PCSC public shareholders (1) | 8,625,000 | 6.71% | 6,468,750 | 5.12% | 4,312,500 | 3.47% | 2,056,878 | 1.69% | ||||||||||||||||
Sponsor and the Perceptive PIPE Investor(2) | 13,554,087 | 10.54% | 13,554,087 | 10.72% | 13,554,087 | 10.91% | 13,554,087 | 11.11% | ||||||||||||||||
PCSC independent directors(3) | 90,000 | 0.07% | 90,000 | 0.07% | 90,000 | 0.07% | 90,000 | 0.07% | ||||||||||||||||
Freenome Stockholders (excluding the Perceptive PIPE Investors and Roche)(4) | 52,699,707 | 41.00% | 52,699,707 | 41.70% | 52,699,707 | 42.42% | 52,699,707 | 43.20% | ||||||||||||||||
PIPE Investors (excluding the Perceptive PIPE Investor)(5) | 18,500,000 | 14.39% | 18,500,000 | 14.64% | 18,500,000 | 14.89% | 18,500,000 | 15.17% | ||||||||||||||||
Rollover Options(6) | 8,252,587 | 6.42% | 8,252,587 | 6.53% | 8,252,587 | 6.64% | 8,252,587 | 6.77% | ||||||||||||||||
Rollover RSU Awards(7) | 4,291,830 | 3.34% | 4,291,830 | 3.40% | 4,291,830 | 3.45% | 4,291,830 | 3.52% | ||||||||||||||||
Roche(8) | 19,198,197 | 14.94% | 19,198,197 | 15.19% | 19,198,197 | 15.45% | 19,198,197 | 15.74% | ||||||||||||||||
Exact Sciences(9) | 3,333,333 | 2.59% | 3,333,333 | 2.64% | 3,333,333 | 2.68% | 3,333,333 | 2.73% | ||||||||||||||||
Pro forma total shares of the New Freenome Common Stock outstanding at Closing | 128,544,741 | 100.00% | 126,388,491 | 100.00% | 124,232,241 | 100.00% | 121,976,619 | 100.00% | ||||||||||||||||
* | Less than 1%. |
(1) | Amount comprises the unredeemed public shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of 0 shares under the No Redemptions Scenario, 2,156,250 shares redeemed under the 25% Redemptions Scenario, 4,312,500 shares redeemed under the 50% Redemptions Scenario, and 6,568,122 shares redeemed under the Aggregate Transaction Proceeds Condition Redemptions Scenario. |
(2) | Amount includes 2,066,250 PCSC Class B Shares held by the Sponsor, 286,250 PCSC Class A Shares held by Sponsor, 5,500,000 shares purchased by the Perceptive PIPE Investor as part of the PIPE Financing, and 5,611,587 shares of New Freenome Common Stock issued as merger consideration. |
(3) | Amount includes 30,000 PCSC Class B Shares held by each of PCSC’s independent directors (Messrs. McKenna, Song and Waksal). |
(4) | Amount includes 71,089,352 shares of New Freenome Common Stock issued to Freenome stockholders less 5,611,587 and 12,778,058 shares that will be held by the Perceptive PIPE Investor and Roche, respectively, which are presented in the rows labeled “Sponsor and the Perceptive PIPE Investor” and “Roche.” |
(5) | Amount includes the 18,500,000 shares of New Freenome Common Stock to be issued to the PIPE Investors, less the 5,500,000 shares to be purchased by the Perceptive PIPE Investor as part of the PIPE Financing (which are presented in the row labeled “Sponsor and the Perceptive PIPE Investor”). |
(6) | Amount comprises the potentially dilutive shares that could be issued pursuant to 8,252,587 Rollover Options issued to holders of Freenome Options (whether vested or unvested immediately prior to the Effective Time) in accordance with the terms of the Business Combination Agreement. Does not include the Initial Equity Awards and Anti-Dilution Equity Awards. |
(7) | Amount comprises the potentially dilutive shares that could be issued pursuant to 4,291,830 Rollover RSU Awards issued to holders of Freenome RSU Awards (whether vested or unvested immediately prior to the Effective Time) in accordance with the terms of the Business Combination Agreement. Does not include the Initial Equity Awards and Anti-Dilution Equity Awards. |
(8) | Includes 12,778,058 shares of New Freenome Common Stock to be issued as merger consideration and 6,420,139 shares of Freenome Common Stock issued upon conversion of the Roche Convertible Note. The Roche Convertible Note (including the principal amount and accrued interest) will automatically convert into shares of New Freenome Common Stock at a conversion price of $12.00 in connection with the Closing. This amount assumes accrued interest through May 31, 2026. |
(9) | Includes 3,333,333 shares of New Freenome Common Stock which would be issued upon Exact Sciences’ optional election to convert the Exact Sciences Note. |
Q: | What is the effective purchase price attributed to the New Freenome Common Stock to be received by the public shareholders, the Sponsor, the Perceptive PIPE Investor, PCSC’s independent directors (Messrs. McKenna, Song and Waksal), and the Freenome Stockholders at Closing? |
A: | Pursuant to the Business Combination Agreement, public shareholders who do not redeem their public shares will receive one share of New Freenome Common Stock for each PCSC Class A Share held by them immediately prior to the Domestication. While PCSC cannot be certain of the price such public shareholders paid for their public shares, assuming they purchased their public shares for $10.00 per share, which was the price of the PCSC Class A Shares sold in PCSC’s initial public offering, the effective purchase price paid per share of Freenome Common Stock issued to each public shareholder at Closing would be $10.00. In connection with PCSC’s initial public offering, the Sponsor paid an aggregate of $25,000 for 2,156,250 PCSC Class B Shares, or approximately $0.01 per share. In connection with the Business Combination, the 2,066,250 PCSC Class B Shares held by the Sponsor and an additional aggregate of 90,000 PCSC Class B Shares held by PCSC’s independent directors (Messrs. McKenna, Song and Waksal) will be automatically converted on a one-for-one basis into PCSC Class A Shares immediately prior to the Domestication, which will then automatically convert at the effective time of the Domestication into an equal number of shares of New Freenome Common Stock, valued at $10.00 per share, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement. The Sponsor also purchased 286,250 PCSC Class A Shares at a price of $10.00 per share in a private placement that occurred simultaneously with the closing of PCSC’s initial public offering; such shares will automatically convert at the effective time of the Domestication into an equal number of shares of New Freenome Common Stock valued at $10.00 per share, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement. The Perceptive PIPE Investor will also receive an estimated 5,615,003 shares of New Freenome Common Stock in the Business Combination upon the exchange of Freenome capital stock held by the Perceptive PIPE Investor pursuant to the terms of the Business Combination Agreement, and the Freenome stockholders (excluding the Perceptive PIPE Investor) will receive an estimated 65,516,765 shares of New Freenome Common Stock in the Business Combination, excluding an estimated 6,491,941 shares of New Freenome Common Stock issuable upon the exercise of Rollover Options and 4,294,391 shares of New Freenome Common Stock issuable pursuant to Rollover RSU Awards, which is equal to $655.2 million divided by $10.00 per share, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement. The PIPE Investors (which includes the Perceptive PIPE Investor) will purchase 24,000,000 shares of New Freenome Common Stock at a purchase price of $10.00 per share, which is equal to $240.0 million. As a result of the low price the Sponsor paid for the PCSC Class B Shares, the Sponsor may realize a positive rate of return on its investment in the PCSC Class B Shares even if the market price per share of New Freenome Common Stock is below $10.00 per share after Closing, in which case the public shareholders may experience a negative rate of return on their investment. Based on the closing price of $13.58 per |
Q: | Why is PCSC proposing the Domestication? |
A: | The PCSC Board believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, the PCSC Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The PCSC Board believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of PCSC and its shareholders, as a whole, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal—Reasons for the Domestication.” |
Q: | What amendments will be made to the current constitutional documents of PCSC? |
A: | The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, PCSC’s shareholders also are being asked to consider and vote the Domestication Proposal and the Governing Documents Proposal, to replace PCSC’s Existing Governing Documents with the Proposed Governing Documents, which differ from the Existing Governing Documents in several material respects, as summarized in the table below. The approval of the Domestication Proposal and the Governing Documents Proposal each requires a special resolution of the holders of PCSC Class B Shares under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding PCSC Class B Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of the PCSC Class A Shares will have no right to vote on the Domestication Proposal or the Governing Documents Proposal, in accordance with Article 34.2 of the Existing Governing Documents. |
Existing Governing Documents | Proposed Governing Documents | |||||
Authorized Shares (Advisory Governing Documents Proposal A) | The share capital under the Existing Governing Documents is US$50,000 divided into 479,000,000 Class A ordinary shares of par value US$0.0001 per share, 20,000,000 Class B ordinary shares of par value US$0.0001 per share and 1,000,000 preference shares of par value US$0.0001 per share. | The Proposed Certificate of Incorporation authorizes 1,010,000,000 total shares, consisting of 1,000,000,000 shares of New Freenome Common Stock and 10,000,000 shares of undesignated preferred stock, each par value $0.0001 per share. | ||||
Exclusive Forum (Advisory Governing Documents Proposal B) | The Existing Governing Documents adopt the courts of the Cayman Islands as the exclusive forum for certain disputes, provided, however, that the exclusive forum provision will not apply to any causes of action arising under the Securities Act, or the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. | The Proposed Bylaws adopt Delaware as the exclusive forum for certain disputes, provided, however, that the exclusive forum provision will not apply to any causes of action arising under the Securities Act, or the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. | ||||
Adoption of Supermajority Vote Requirement to Amend the Proposed Governing Documents (Advisory Governing Documents Proposal C) | The Existing Governing Documents provide that amendments may be made by a special resolution under the Cayman Companies Act, being the affirmative vote of at least two-thirds of the issued and outstanding PCSC Shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. | Any amendment to the Proposed Certificate of Incorporation will generally require approval by holders of at least a majority in voting power of New Freenome’s then outstanding stock entitled to vote on such amendment, and by the holders of a majority in voting power of each class of stock entitled to vote as a class on the amendment (except where a lower threshold is provided by the DGCL). The Proposed Certificate of Incorporation provides that the Proposed Bylaws may be amended by the New Freenome Board. The Proposed Certificate also provides that the Proposed Bylaws may be amended by the stockholders with the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding shares of capital stock entitled to vote on such amendment, voting as a single class; provided that if the New Freenome Board recommends that stockholders approve such amendment, it shall only require approval by the holders of a majority in voting power of the outstanding shares of capital stock entitled to vote on such amendment, | ||||
Existing Governing Documents | Proposed Governing Documents | |||||
voting together as a single class. | ||||||
Removal of Directors (Advisory Governing Documents Proposal D) | The Existing Governing Documents provide that before the closing of a business combination, holders of PCSC Class B Shares may appoint and remove any director, and that after the closing of a business combination, shareholders may by ordinary resolution appoint or remove any director. | The Proposed Certificate of Incorporation provides that, subject to the special rights, if any, of the holders of any outstanding series of Preferred Stock to elect directors, directors may be removed only for cause and only by the affirmative vote of the holders of not less than two-thirds in voting power of the outstanding shares entitled to vote at an election of directors. | ||||
Action by Written Consent of Stockholders (Advisory Governing Documents Proposal E) | The Existing Governing Documents permit shareholders to approve matters by unanimous written resolution. | The Proposed Certificate of Incorporation requires stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting, subject to the rights of the holders of any series of Preferred Stock. | ||||
Other Changes in Connection with Adoption of the Proposed Governing Documents (Advisory Governing Documents Proposal F) | The Existing Governing Documents include reference to the company’s status as a blank check company with nominal operations prior to the consummation of a business combination. | The Proposed Certificate of Incorporation does not include provisions related to PCSC’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as PCSC will cease to be a blank check company at such time. | ||||
Q: | How will the Domestication affect my PCSC Class A Shares? |
A: | The Domestication is intended to occur at least one business day prior to the Closing Date. In connection with the Domestication, (1)(a) immediately prior to the Domestication, holders of PCSC Class B Shares will elect to convert their PCSC Class B Shares, into PCSC Class A Shares, (b) immediately prior to the Domestication, PCSC will effect the PCSC Shareholder Redemptions, (c) and after effecting the PCSC Shareholder Redemptions, upon the Domestication, each issued and outstanding PCSC Class A Share will convert automatically by operation of law, on a one-for-one basis, into one share New Freenome Common Stock, and (2) upon the Domestication, the governing documents of PCSC will be replaced with the Proposed Governing Documents, being the Proposed Certificate of Incorporation and the Proposed Bylaws as described in this proxy statement/prospectus and attached as Annex H and Annex I, respectively, to this proxy statement/prospectus and PCSC’s name will change to “Freenome, Inc.” See “Domestication Proposal.” |
Q: | What are the U.S. federal income tax consequences of the Domestication? |
A: | As discussed more fully under “Material U.S. Federal Income Tax Considerations,” below, the Domestication generally should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986 (the “Code”). In the case of a transaction, such as the Domestication, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations”) of Public Shares will be subject to Section 367(b) of the Code and, as a result: |
• | a U.S. Holder of Public Shares whose Public Shares have a fair market value of less than $50,000 on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Public Shares entitled to vote and less than 10% of the total value of all classes of Public Shares, generally will not recognize any gain or loss and generally will not be required to include any part of PCSC’s earnings in income pursuant to the Domestication; |
• | a U.S. Holder of Public Shares whose Public Shares have a fair market value of $50,000 or more on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Public Shares entitled to vote and less than 10% of the total value of all classes of Public Shares will generally recognize gain (but not loss) on the exchange of Public Shares for shares of New Freenome Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their Public Shares, provided certain other requirements are satisfied. PCSC does not expect to have significant cumulative earnings and profits on the date of the Domestication; and |
• | a U.S. Holder of Public Shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Public Shares entitled to vote or 10% or more of the total value of all classes of Public Shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its Public Shares. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. PCSC does not expect to have significant cumulative earnings and profits on the date of the Domestication. |
Q: | What are the U.S. federal income tax consequences of the Mergers? |
A: | As discussed more fully under “Material U.S. Federal Income Tax Considerations,” below, the Mergers, taken together, generally should qualify as a reorganization within the meaning of Section 368(a) of the Code. If the Mergers so qualify, a U.S. Holder (as defined under “Material U.S. Federal Income Tax Considerations”) of Freenome Common Stock, generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of Freenome Common Stock for shares of New Freenome Common Stock pursuant to the Mergers, except with respect to cash received instead of fractional shares of New Freenome Common Stock. For further information, see “--Tax Consequences of the Mergers to U.S. Holders of Freenome Common Stock.” |
Q: | What are the material U.S. federal income tax consequences of exercising my redemption rights? |
A: | The tax consequences of an exercise of redemption rights depend on your particular facts and circumstances. Because the Domestication will occur after the PCSC Shareholder Redemptions, U.S. Holders exercising redemption rights should not be subject to the potential tax consequences of Section 367(b) of the Code as a result of the Domestication. Please see the section entitled “Material U.S. Federal Income Tax Considerations—U.S. Holders—Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights. |
Q: | Do I have redemption rights and is there a limit on the number of shares I may redeem? |
A: | If you are a holder of public shares, you have the right to request that we redeem your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?” |
Q: | How do I exercise my redemption rights? |
A: | Pursuant to the Existing Governing Documents, a public shareholder may request that PCSC redeem its public shares for cash contemporaneously with any vote on a Business Combination. If the Business Combination is approved, PCSC will pay to the holders of any public shares that have been validly tendered or delivered for redemption, a pro rata portion of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the Business Combination and including interest earned on the funds held in the Trust Account not previously released to PCSC for permitted withdrawals. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you: |
(i) | hold public shares; and |
(iii) | prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting), (a) submit a written request to the PCSC transfer agent in which you (i) request that PCSC redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and (b) deliver your public shares to the PCSC transfer agent, physically or electronically through DTC. |
Q: | What interests do the Freenome directors and officers have in the Business Combination? |
A: | Freenome’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of the PCSC shareholders generally. These interests include, among other things, the interests listed below: |
• | Dr. Hukkelhoven, an executive officer of the Perceptive PIPE Investor, is a director of Freenome. In light of her relationship with both Freenome and the Perceptive PIPE Investor, an affiliate of the Sponsor, and to avoid any potential conflicts of interest, Freenome formed the Freenome Strategic Transaction Committee. |
• | Upon the completion of the Business Combination, the following persons are expected to be appointed Executive Officers of New Freenome: Drs. Elliott and Lin and Messrs. Ennis and Le. For a description of these arrangements see “Management of New Freenome Following the Business Combination—Executive Officers.” |
• | In connection with the closing of the Business Combination, Elliott is expected to receive the Initial Equity Awards and Anti-Dilution Equity Awards. See “Executive Compensation—Employment Arrangements in Place Prior to the Business Combination for Named Executive Officers.” |
• | Certain of Freenome’s directors are holders of, and/or are affiliated with entities that are holders of, Freenome equity interests and in such capacity will be entitled to receive the shares of New Freenome Common Stock payable to all holders of such equity interests pursuant to the terms of the Business Combination Agreement. Additionally, certain of Freenome’s directors are affiliated with entities that are PIPE Investors. See “Certain Relationships and Related Person Transactions—Freenome” and “Beneficial Ownership of Securities.” |
Q: | What happens to the funds deposited in the trust account after consummation of the Business Combination? |
A: | Following the closing of our initial public offering, an amount equal to $86,250,000 of the net proceeds from our initial public offering and the sale of the private placement shares was placed in the trust account. As of December 31, 2025, cash and investments held in the trust account totaled approximately $91,872,418 (including approximately $5,622,418 of investment income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of PCSC’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Existing Governing Documents to modify the substance and timing of PCSC’s obligation to redeem 100% of the public shares if PCSC does not complete a business combination by June 13, 2026 (unless such date is extended in accordance with the Existing Governing Documents), or (iii) the redemption of all the public shares of PCSC is unable to complete a business combination by June 13, 2026 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law or with respect to any other provision relating to the rights of holders of public shares of PCSC. |
Q: | What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights? |
A: | Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders. |
Q: | What conditions must be satisfied to complete the Business Combination? |
A: | The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by PCSC’s shareholders of each of the Condition Precedent Proposals being obtained; (ii) the approval of the Business Combination Agreement and the transactions contemplated thereby by the Freenome stockholders; (iii) the expiration or termination of the applicable waiting period under the HSR Act, (iv) no legal restraint or prohibition issued by any governmental entity enjoining, prohibiting or prevent the consummation of the Business Combination being in effect, (v) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iv) the approval for listing of the New Freenome Common Stock (including, for the avoidance of doubt, the shares of New Freenome Common Stock to be issued pursuant to the First Merger) on Nasdaq; (vi) after giving effect to the Business Combination (including the PIPE Financing and any PCSC shareholder redemptions), PCSC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) immediately after the Effective Time, (v) the Aggregate Transaction Proceeds Condition being satisfied; and (vi) the consummation of the Domestication. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. |
Q: | When do you expect the Business Combination to be completed? |
A: | It is currently expected that the Business Combination will be consummated in the second quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to PCSC shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates if necessary or convenient, (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to PCSC shareholders (B) in order to solicit additional proxies from PCSC shareholders in favor of one or more of the Conditions Precedent Proposals at the extraordinary general meeting or (C) if PCSC shareholders redeem an amount of public shares such that the Aggregate Transaction Proceeds Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal—Conditions to Closing of the Business Combination.” |
Q: | Following the Business Combination, will PCSC’s securities continue to trade on a stock exchange? |
A: | PCSC will effect the Domestication from the Cayman Islands to Delaware. In connection with the Domestication, (a) immediately prior to the Domestication, holders of PCSC Class B Shares will elect to convert their PCSC Class B Shares, into PCSC Class A Shares, (b) immediately prior to the Domestication, PCSC will effect the PCSC Shareholder Redemptions, (c) and after effecting the PCSC Shareholder Redemptions, upon the Domestication, each issued and outstanding PCSC Class A Share will convert automatically by operation of law, on a one-for-one basis, into one share New Freenome Common Stock. |
Q: | What underwriting and placement agency fees are payable in connection with the Business Combination? |
A: | Pursuant to the Underwriting Agreement, dated June 11, 2024 (the “Underwriting Agreement”), by and between PCSC and Jefferies LLC (“Jefferies”), Jefferies was paid an upfront cash underwriting discount of $0.20 per public share, or $1,725,000 in the aggregate, paid upon the closing of PCSC’s initial public offering (the “Upfront Discount”). In addition, Jefferies is entitled to a deferred fee of $0.40 per public share, or $3,450,000 in the aggregate (the “Deferred Discount”). The Deferred Discount will become payable from the amounts held in the trust account solely in the event that PCSC completes a business combination, subject to the terms of the Underwriting Agreement. |
No Redemptions Scenario | 25% Redemptions Scenario | 50% Redemptions Scenario | Aggregate Transaction Proceeds Condition Redemptions Scenario | |||||||||
Unredeemed public shares(1) | 8,625,000 | 2,156,250 | 4,312,500 | 6,568,122 | ||||||||
Trust Proceeds to New Freenome(2) | $91,856,250 | $68,892,188 | $45,928,125 | $21,905,751 | ||||||||
Upfront Discount | $1,725,000 | $1,725,000 | $1,725,000 | $1,725,000 | ||||||||
Deferred Discount | $3,450,000 | $3,450,000 | $3,450,000 | $3,450,000 | ||||||||
Total Discount | $5,175,000 | $5,175,000 | $5,175,000 | $5,175,000 | ||||||||
Total % | 5.63% | 7.51% | 11.27% | 23.62% | ||||||||
(1) | Amount comprises the unredeemed public shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of 0 shares under the No Redemptions Scenario, 2,156,250 shares under the 25% Redemptions Scenario, 4,312,500 shares redeemed under the 50% Redemptions Scenario, and 6,568,122 shares redeemed under the Aggregate Transaction Proceeds Condition Redemptions Scenario. |
(2) | Represents the product of (i) the sum of unredeemed public shares and (ii) the assumed redemption price. Uses approximately $10.65 as the assumed redemption price for the public shares estimated using an assumed Closing Date of December 31, 2025. |
Q: | What happens if the Business Combination is not consummated? |
A: | PCSC will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If PCSC is not able to consummate the Business Combination with Freenome nor able to complete another business combination by June 13, 2026, in each case, as such date may be extended pursuant to our Existing Governing Documents, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released for permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the PCSC Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Existing Governing Documents provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. |
Q: | Do I have appraisal rights or dissenter’s rights in connection with the proposed Business Combination and the proposed Domestication? |
A: | PCSC’s shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under the DGCL. PCSC’s shareholders do not have dissenter’s rights in connection with the Business Combination or the Domestication under Cayman Islands law. |
Q: | What else do I need to do now? |
A: | We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card. |
Q: | How do I vote? |
A: | If you are a holder of record of PCSC Shares on the record date of the extraordinary general meeting, you may vote in person at the extraordinary general meeting by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a proxy from your broker, bank or nominee. |
• | You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign, date and return the proxy card without indicating how you wish to vote, your shares will be voted as recommended by the PCSC Board “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal (in the case of the holders of the PCSC Class B Shares), “FOR” the Governing Documents Proposal (in the case of the holders of the PCSC Class B Shares), “FOR” each of the Advisory Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented at the extraordinary general meeting. Your proxy card must be received by PCSC not less than 48 hours before the scheduled time of the extraordinary general meeting or any adjournment thereof at which the person named in the proxy card proposes to vote. Proxy cards received after this time will not be counted. |
• | You can attend the extraordinary general meeting and vote in person. You will receive a ballot when you arrive. However, if your PCSC Shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way PCSC can be sure that the broker, bank or nominee has not already voted your PCSC Shares. |
• | You can vote electronically. You may attend, vote and examine the list of shareholders entitled to vote at the extraordinary general meeting by visiting [•] and entering the control number found on your proxy card. |
Q: | If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: | No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. |
Q: | How has the announcement of the Business Combination affected the trading price of the public shares? |
A: | On December 4, 2025, the last full trading day before the public announcement of the Business Combination, public shares closed at $10.70 per share. On January 6, 2026, a recent practicable date prior to the date of this proxy statement/prospectus, public shares closed at $13.58 per share. |
Q: | When and where will the extraordinary general meeting be held? |
A: | The extraordinary general meeting will be held at [•] a.m., Eastern Time, on [•], 2026, at the offices of Cooley LLP located at 55 Hudson Yards, New York, New York 10001, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. |
Q: | How do I attend the virtual extraordinary general meeting? |
A: | If you are a registered shareholder, you will receive a proxy card from PCSC’s transfer agent. The form contains instructions on how to attend the virtual extraordinary general meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact PCSC’s transfer agent at 917-262-2373, or emailproxy@continentalstock.com. |
Q: | Who is entitled to vote at the extraordinary general meeting? |
A: | PCSC has fixed [•], 2026 as the record date for the extraordinary general meeting. If you were a shareholder of PCSC at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting. |
Q: | How many votes do I have? |
A: | PCSC shareholders are entitled to one vote at the extraordinary general meeting for each PCSC Share held of record as of the record date at the extraordinary general meeting. As of the close of business on the record date for the extraordinary general meeting, there were 11,067,500 PCSC Shares issued and outstanding, of which 8,625,000 were public shares. |
Q: | What constitutes a quorum? |
A: | A quorum of PCSC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than one-third of the issued and outstanding PCSC Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 3,689,167 PCSC Shares would be required to achieve a quorum at the extraordinary general meeting. As of the record date, the initial shareholders owned of record an aggregate of 2,442,500 PCSC Shares, representing approximately 22.1% of the issued and outstanding PCSC Shares. Therefore, an additional 1,246,667 public shares are required to establish a quorum. |
Q: | What vote is required to approve each proposal at the extraordinary general meeting? |
A: | The following votes are required for each proposal at the extraordinary general meeting: |
(i) | Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
(ii) | Domestication Proposal: The approval of the Domestication Proposal requires a special resolution of the holders of PCSC Class B Shares under Cayman Islands law, being the affirmative vote of at least two-thirds of the holders of issued and outstanding PCSC Class B Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of the PCSC Class A Shares will have no right to vote on the Domestication Proposal, in accordance with Article 34.2 of the Existing Governing Documents. |
(iii) | Governing Documents Proposal: The approval of the Governing Documents Proposal requires a special resolution of the holders of PCSC Class B Shares under Cayman Islands law, being the affirmative vote of at least two-thirds of the holders of issued and outstanding PCSC Class B Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of the PCSC Class A Shares will have no right to vote on the Governing Documents Proposal, in accordance with Article 34.2 of the Existing Governing Documents. |
(iv) | Advisory Governing Documents Proposals: The separate approval of each of the six Advisory Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, on a non-binding and advisory basis only, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. These six proposals are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions and will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Cayman or Delaware law, but pursuant to SEC guidance, PCSC is required to submit these provisions to its shareholders separately for approval. The shareholder votes regarding these proposals are advisory in nature, and are not binding on PCSC, the PCSC Board, Freenome or the New Freenome Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Governing Documents Proposals (separate and apart from the approval of the Governing Documents Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, PCSC intends that the Proposed Governing Documents will take effect from the registration of PCSC in the State of Delaware as a corporation under the laws of the State of Delaware, assuming approval of the Business Combination Proposal and the Governing Documents Proposal. |
(v) | Nasdaq Proposal: The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
(vi) | Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
(vii) | Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
(viii) | Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
Q: | What are the recommendations of the PCSC Board? |
A: | The PCSC Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of PCSC and its shareholders, as a whole, and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal (in the case of the holders of the PCSC Class B Shares), “FOR” the Governing Documents Proposals (in the case of the holders of the PCSC Class B Shares), “FOR” each of the Advisory Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. |
Q: | How do the Sponsor and the other initial shareholders intend to vote their shares? |
A: | The initial shareholders, being the Sponsor and PCSC’s independent directors (Messrs. McKenna, Song and Waksal), have agreed to vote the PCSC Shares owned by them in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, our initial shareholders own approximately 22.1% of the issued and outstanding ordinary shares. As of the record date of the extraordinary general meeting, there were 8,911,250 PCSC Shares outstanding. |
Q: | May the Sponsor and the other initial shareholders purchase public shares prior to the extraordinary general meeting? |
Q: | Who is the Sponsor? |
A. |
Q: | What interests do the Sponsor, the Perceptive PIPE Investor, and PCSC’s officers and directors have in the Business Combination? |
A: | When you consider the recommendation of the PCSC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor, the Perceptive PIPE Investor, and PCSC’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of unaffiliated PCSC shareholders. Further, PCSC’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information About PCSC — Conflicts of Interest.” We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The PCSC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business |
• | the fact that the Sponsor invested in PCSC an aggregate of $2,887,500, comprised of the $25,000 purchase price for 2,156,250 PCSC Class B Shares, or approximately $0.01 per share, and the $2,862,500 purchase price for 286,250 private placement shares at a purchase price of $10.00 per share. Subsequent to the initial purchase of the PCSC Class B Shares by the Sponsor, the Sponsor transferred 30,000 PCSC Class B Shares, to each of PCSC’s three independent directors, being Mark C. McKenna, Kenneth Song M.D., and Harlan W. Waksal, M.D. Such shares will have a significantly higher value at the time of the Business Combination or be worthless if the Business Combination is not consummated and PCSC is liquidated. Assuming a trading price of $13.58 per share of New Freenome Common Stock (based upon the closing price of the PCSC Class A Shares on the Nasdaq Capital Market on January 6, 2026), such 2,442,500 shares of New Freenome Common Stock that are expected to be issued to our initial shareholders at Closing would have an implied aggregate market value of $33.2 million (based upon the closing price of the PCSC Class A Shares on January 6, 2026). However, given that such shares of New Freenome Common Stock will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, PCSC believes such shares of New Freenome Common Stock have less value. Even if the trading price of the New Freenome Common Stock were as low as approximately $1.19 per share, the aggregate market value of such shares of New Freenome Common Stock held by the initial shareholders would be approximately equal to the initial investment in PCSC by the initial shareholders. Therefore, the Sponsor and its affiliates could earn a positive rate of return on their investments, even if other PCSC shareholders experience a negative rate of return in New Freenome and PCSC’s directors and officers and the Sponsor may have a conflict of interest in determining whether a particular business is an appropriate business with which to effectuate an initial business combination; |
• | the fact that, as a result of the low purchase price paid for the PCSC Class B Shares, if the Business Combination is completed, the Sponsor and PCSC’s independent directors (Messrs. McKenna, Song and Waksal) are likely to be able to make a substantial profit on their investment in PCSC even at a time when the New Freenome Common Stock has lost significant value. Accordingly, the economic interests of the Sponsor and PCSC’s independent directors diverge from the economic interests of public shareholders because the Sponsor and PCSC’s independent directors will realize a gain on its investment from the completion of any business combination while public shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share; |
• | the fact that the initial shareholders have agreed not to redeem any PCSC Shares held by them in connection with a shareholder vote to approve a Business Combination; |
• | the fact that the initial shareholders have agreed to vote any PCSC Shares owned by them in favor of the Business Combination Proposal; |
• | the fact that the initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to any PCSC Shares (other than public shares subsequently acquired by them) held by them if the Business Combination is not approved and PCSC fails to complete the Business Combination by June 13, 2026; |
• | the fact that the Business Combination Agreement provides for the continued indemnification of PCSC’s existing directors and officers and requires PCSC to purchase, or cause to be purchased, at or prior to the Effective Time, and New Freenome to maintain in effect for a period of six years after the Effective Time, a “tail” policy providing directors’ and officers’ liability insurance coverage for certain PCSC directors and officers after the Business Combination; |
• | the fact that the Sponsor and PCSC’s officers and directors will lose their entire investment in PCSC and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses incurred on PCSC’s behalf related to identifying, investigating, negotiating and completing an initial business combination if the Business Combination is not consummated by June 13, 2026. As of the date of this proxy statement/prospectus, PCSC does not owe the Sponsor any outstanding sums pursuant to any working capital loans, promissory notes, the existing administrative services and indemnification agreement between PCSC and the Sponsor, or otherwise; |
• | the fact that, in connection with the Closing and immediately prior to the Effective Time, the Sponsor may elect to contribute Working Capital Loans, of up to $3,000,000, to PCSC in exchange for PCSC Class A Shares (the “Working Capital Shares”), which are convertible at the option of the Sponsor into shares of New Freenome Common Stock, at a conversion price of $10.00 per share; |
• | the fact that if the trust account is liquidated, including in the event PCSC is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify PCSC to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account, by the claims of prospective target businesses with which PCSC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to PCSC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; |
• | the fact that if the Business Combination or another business combination is not consummated by June 13, 2026, PCSC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding PCSC Class A Shares for cash and, subject to the approval of its remaining shareholders and the PCSC Board, liquidating and dissolving; |
• | the fact that the Investor Rights Agreement was entered into with the initial shareholders, the Perceptive PIPE Investor and certain Freenome stockholders, which, among other things, (a) gives the initial shareholders, the Perceptive PIPE Investor and certain Freenome stockholders certain registration rights, including the right to have the offer and sale of their shares of New Freenome Common Stock registered on a resale registration statement to be filed by New Freenome shortly after the consummation of the Business Combination; |
• | the fact that the Sponsor Letter Agreement was executed with the initial shareholders, pursuant to which the initial shareholders, among other things, waive all adjustments to the conversion ratio set forth in the Existing Governing Documents with respect to the PCSC Class B Shares, and agree to be bound by certain transfer restrictions with respect to PCSC Shares prior to the consummation of the Business Combination, in each case subject to the terms and conditions set forth therein. No consideration has been or will be paid to PCSC, Freenome, Sponsor or each of PCSC’s independent directors in connection with the entry into the Sponsor Letter Agreement; |
• | the fact that the Perceptive PIPE Investor has entered into a subscription agreement to purchase 5,500,000 shares in the PIPE Financing, subject to the terms and conditions set forth in the Subscription Agreement executed by the Perceptive PIPE Investor. For more information on the assumptions underlying the number of shares described in the foregoing as being issuable on the Closing Date, please see “Risk Factors—Risks Related to the Business Combination and PCSC—PCSC shareholders will experience immediate dilution as a consequence of the issuance of New Freenome Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that PCSC’s current shareholders have on the management of New Freenome”; |
• | the fact that the Perceptive PIPE Investor, which is an affiliate of the Sponsor and certain of PCSC’s directors and officers, has a fully diluted equity ownership stake in Freenome of 6.85% (representing shares of Series B, C, D and F Freenome Preferred Stock), which, assuming a no redemption scenario, will convert into 5,615,003 shares of New Freenome Common Stock, or an approximately 4.99% equity stake in New Freenome in connection with the Business Combination. PCSC estimates that, at the Closing, if unrestricted and freely tradeable, such shares would be valued at approximately $56.2 million, based on the $13.58 closing price of the PCSC Class A Shares on January 6, 2026. However, given that such shares of New Freenome Common Stock will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, PCSC believes such shares have less value. See the assumptions underlying such ownership percentages described in the section entitled “Beneficial Ownership of Securities” and more information to consider under “Risk Factors—Risks Related to the Business Combination and PCSC—PCSC shareholders will experience immediate dilution as a consequence of the issuance of New Freenome Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that PCSC’s current shareholders have on the management of New Freenome.” Actual number of shares of New Freenome Common Stock issuable on the Closing Date will be determined pursuant to the terms of the Subscription Agreements and the Business Combination Agreement, as applicable; |
• | the fact that Dr. Hukkelhoven, an executive officer of the Perceptive PIPE Investor, is a director of Freenome; |
• | the fact that Joseph Edelman, Adam Stone, Michael Altman and Sam Cohn are affiliated with the Perceptive PIPE Investor; |
• | the right of the Sponsor and the Perceptive PIPE Investor to hold shares of New Freenome Common Stock following the Business Combination, subject to the terms and conditions of the lock-up restrictions; and |
• | the fact that PCSC may be entitled to distribute or pay over funds held by PCSC outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing. |
Q: | What happens if I sell my PCSC Shares before the extraordinary general meeting? |
A: | The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date for the extraordinary general meeting, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting. |
Q: | May I change my vote after I have mailed my signed proxy card? |
A: | If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following: |
• | you may send another proxy card with a later date, provided that it is received by PCSC not less than 48 hours before the scheduled time of the extraordinary general meeting or any adjournment thereof at which the person named in the proxy card proposes to vote; |
• | you may notify PCSC’s secretary by writing to Perceptive Capital Solutions Corp, 51 Astor Place, 10th Floor, New York, New York 10003, before the extraordinary general meeting that you have revoked your proxy; or |
• | you may attend the extraordinary general meeting, revoke your proxy, and vote in person, as indicated above. |
Q: | What happens if I fail to take any action with respect to the extraordinary general meeting? |
A: | If you fail to vote with respect to the extraordinary general meeting and the Business Combination Proposal and each other Condition Precedent Proposal is approved by shareholders and the Business Combination is consummated, you will become a stockholder of New Freenome. If you fail to vote with respect to the extraordinary general meeting and the Business Combination Proposal or such other Condition Precedent Proposal is not approved, you will remain a shareholder of PCSC. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination. |
Q: | What should I do if I receive more than one set of voting materials? |
A: | Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your PCSC Shares. |
Q: | Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting? |
A: | PCSC will pay the cost of soliciting proxies for the extraordinary general meeting. PCSC has engaged Morrow Sodali LLC (“Morrow”) as proxy solicitor to assist in the solicitation of proxies for the extraordinary general |
Q: | Where can I find the voting results of the extraordinary general meeting? |
A: | The preliminary voting results will be announced at the extraordinary general meeting. PCSC will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting. |
Q: | Who can help answer my questions? |
A: | If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact: |
• | the Domestication is intended to occur at least one business day prior to the Closing Date. In connection with the Domestication, (1)(a) immediately prior to the Domestication, the holders of each issued and outstanding PCSC Class B Share will elect to convert their PCSC Class B Shares into PCSC Class A Shares, (b) immediately prior to the Domestication, PCSC will effect the redemption of the public shares initially issued in PCSC’s initial public offering that are validly submitted for redemption and not withdrawn, (c) and after effecting the PCSC Shareholder Redemptions, upon the Domestication, each issued and outstanding PCSC Class A Share will convert automatically by operation of law, on a one-for-one basis, into one share of New Freenome Common Stock, and (2) upon the Domestication, the governing documents of PCSC will become the certificate of incorporation and the bylaws as described in this proxy statement/prospectus and attached as Annex H and Annex I, and PCSC’s name will change to “Freenome, Inc.”; and |
• | at the Effective Time, (i) the Freenome Common Shares issued and outstanding as of immediately prior to the Effective Time (including such shares issued upon the conversion of all shares of Freenome preferred stock into Freenome Common Shares prior to the Effective Time in accordance with the terms of the Business Combination Agreement, but excluding Freenome Common Shares held in treasury or by Freenome |



+ | Includes the Perceptive PIPE Investor. |
* | The Sponsor and PCSC’s independent directors (Messrs. McKenna, Song and Waksal). |
** | Previously Perceptive Capital Solutions Corp before the Domestication. |
Sources | Uses | ||||||||
Cash in Trust Account(1) | $91.9 | Cash to Balance Sheet | $387.2 | ||||||
Marketable Securities of Freenome | 138.1 | Marketable securities to Balance Sheet | 138.1 | ||||||
Existing Cash Balances, as of December 31, 2025 | 79.4 | Estimated Unpaid Transaction Expenses, as of December 31, 2025 | 24.1 | ||||||
Cash Proceeds from the PIPE Financing | 240.0 | ||||||||
Total Sources | $549.4 | Total Uses | $549.4 | ||||||
Sources | Uses | ||||||||
Cash in Trust Account(1) | 91.9 | Cash to Balance Sheet | 364.2 | ||||||
Marketable Securities of Freenome | 138.1 | Marketable securities to Balance Sheet | 138.1 | ||||||
Existing Cash Balances, as of December 31, 2025 | 79.4 | Redemption of PCSC Class A Shares held by public shareholders(2) | 23.0 | ||||||
Cash Proceeds from the PIPE Financing | 240.0 | Estimated Unpaid Transaction Expenses, as of December 31, 2025 | 24.1 | ||||||
Total Sources | 549.4 | Total Uses | 549.4 | ||||||
Sources | Uses | ||||||||
Cash in Trust Account(1) | 91.9 | Cash to Balance Sheet | 341.3 | ||||||
Marketable Securities of Freenome | 138.1 | Marketable securities to Balance Sheet | 138.1 | ||||||
Existing Cash Balances, as of December 31, 2025 | 79.4 | Redemption of PCSC Class A Shares held by public shareholders(2) | 45.9 | ||||||
Cash Proceeds from the PIPE Financing | 240.0 | Estimated Unpaid Transaction Expenses, as of December 31, 2025 | 24.1 | ||||||
Total Sources | 549.4 | Total Uses | 549.4 | ||||||
Sources | Uses | ||||||||
Cash in Trust Account(1) | 91.9 | Cash to Balance Sheet | 317.2 | ||||||
Marketable Securities of Freenome | 138.1 | Marketable securities to Balance Sheet | 138.1 | ||||||
Existing Cash Balances, as of December 31, 2025 | 79.4 | Redemption of PCSC Class A Shares held by public shareholders(2) | 70.0 | ||||||
Cash Proceeds from the PIPE Financing | 240.0 | Estimated Unpaid Transaction Expenses, as of December 31, 2025 | 24.1 | ||||||
Total Sources | 549.4 | Total Uses | 549.4 | ||||||
(1) | Reflects the amount in the trust account as of December 31, 2025. |
(2) | Assumes a redemption price of $10.65 per share, based on the amount in the trust account as of December 31, 2025. |
Pro Forma Combined | ||||||||||||||||||||||||
No Redemptions Scenario | 25% Redemptions Scenario | 50% Redemptions Scenario | Aggregate Transaction Proceeds Condition Redemptions Scenario | |||||||||||||||||||||
Shares | % | Shares | % | Shares | % | Shares | % | |||||||||||||||||
PCSC public shareholders(1) | 8,625,000 | 7.66% | 6,468,750 | 5.85% | 4,312,500 | 3.98% | 2,056,878 | 1.94% | ||||||||||||||||
Sponsor and the Perceptive PIPE Investor(2) | 13,554,087 | 12.03% | 13,554,087 | 12.26% | 13,554,087 | 12.51% | 13,554,087 | 12.77% | ||||||||||||||||
PCSC independent directors(3) | 90,000 | 0.08% | 90,000 | 0.08% | 90,000 | 0.08% | 90,000 | 0.08% | ||||||||||||||||
Freenome stockholders (excluding the Perceptive PIPE Investor and Roche)(4) | 52,699,707 | 46.77% | 52,699,707 | 47.69% | 52,699,707 | 48.64% | 52,699,707 | 49.67% | ||||||||||||||||
PIPE Investors (excluding the Perceptive PIPE Investor)(5) | 18,500,000 | 16.42% | 18,500,000 | 16.74% | 18,500,000 | 17.07% | 18,500,000 | 17.44% | ||||||||||||||||
Roche(6) | 19,198,197 | 17.04% | 19,198,197 | 17.37% | 19,198,197 | 17.72% | 19,198,197 | 18.09% | ||||||||||||||||
Pro forma total shares of the New Freenome Common Stock outstanding at Closing | 112,666,991 | 100.00% | 110,510,741 | 100.00% | 108,354,491 | 100.00% | 106,098,869 | 100.00% | ||||||||||||||||
* | Less than 1%. |
(1) | Amount comprises the unredeemed public shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of 0 shares under the No Redemptions Scenario, 2,156,250 shares redeemed under the 25% Redemptions Scenario, 4,312,500 shares redeemed under the 50% Redemptions Scenario, and 6,568,122 shares redeemed under the Aggregate Transaction Proceeds Condition Redemptions Scenario. |
(2) | Amount includes 2,066,250 PCSC Class B Shares held by the Sponsor, 286,250 private placement shares, which are PCSC Class A Shares, held by Sponsor, 5,500,000 shares purchased by the Perceptive PIPE Investor as part of the PIPE Financing, and 5,611,587 shares of New Freenome Common Stock to be issued as merger consideration. |
(3) | Amount includes 30,000 PCSC Class B Shares held by each of PCSC’s independent directors (Messrs. McKenna, Song and Waksal). |
(4) | Amount includes 71,089,352 shares of New Freenome Common Stock issued to Freenome stockholders less 5,611,587 and 12,778,058 shares that will be held by the Perceptive PIPE Investor and Roche, respectively, which are presented in the rows labeled “Sponsor and the Perceptive PIPE Investor” and “Roche.” The amounts in the table do not include the potentially dilutive shares that could be issued, specifically 8,252,587 Rollover Options issued to holders of Freenome Options (whether vested or unvested immediately prior to the Effective Time), 4,291,830 Rollover RSU Awards issued to holders of Freenome RSU Awards (whether vested or unvested immediately prior to the Effective Time) and 3,441,094 shares which would be issued upon Exact Sciences’ optional election to convert the Exact Sciences Note (assuming accrued interest through May 31, 2026). |
(5) | Amount includes the 18,500,000 shares of New Freenome Common Stock to be issued to the PIPE Investors, less the 5,500,000 shares to be purchased by the Perceptive PIPE Investor as part of the PIPE Financing (which are presented in the row labeled “Sponsor and the Perceptive PIPE Investor”). |
(6) | Includes 12,778,058 shares of New Freenome Common Stock to be issued as merger consideration and 6,420,139 shares of Freenome Common Stock issued upon conversion of the Roche Convertible Note. The Roche Convertible Note (including the principal amount and accrued interest) will automatically convert into shares of New Freenome Common Stock at a conversion price of $12.00 in connection with the Closing. This amount assumes accrued interest through May 31, 2026. |
Pro Forma Combined, Including Dilutive Instruments | ||||||||||||||||||||||||
No Redemptions Scenario | 25% Redemptions Scenario | 50% Redemptions Scenario | Aggregate Transaction Proceeds Condition Redemptions Scenario | |||||||||||||||||||||
Shares | % | Shares | % | Shares | % | Shares | % | |||||||||||||||||
PCSC public shareholders(1) | 8,625,000 | 6.71% | 6,468,750 | 5.12% | 4,312,500 | 3.47% | 2,056,878 | 1.69% | ||||||||||||||||
Sponsor and the Perceptive PIPE Investor(2) | 13,554,087 | 10.54% | 13,554,087 | 10.72% | 13,554,087 | 10.91% | 13,554,087 | 11.11% | ||||||||||||||||
PCSC independent directors(3) | 90,000 | 0.07% | 90,000 | 0.07% | 90,000 | 0.07% | 90,000 | 0.07% | ||||||||||||||||
Freenome Stockholders (excluding the Perceptive PIPE Investors and Roche)(4) | 52,699,707 | 41.00% | 52,699,707 | 41.70% | 52,699,707 | 42.42% | 52,699,707 | 43.20% | ||||||||||||||||
PIPE Investors (excluding the Perceptive PIPE Investor)(5) | 18,500,000 | 14.39% | 18,500,000 | 14.64% | 18,500,000 | 14.89% | 18,500,000 | 15.17% | ||||||||||||||||
Rollover Options(6) | 8,252,587 | 6.42% | 8,252,587 | 6.53% | 8,252,587 | 6.64% | 8,252,587 | 6.77% | ||||||||||||||||
Rollover RSU Awards(7) | 4,291,830 | 3.34% | 4,291,830 | 3.40% | 4,291,830 | 3.45% | 4,291,830 | 3.52% | ||||||||||||||||
Roche(8) | 19,198,197 | 14.94% | 19,198,197 | 15.19% | 19,198,197 | 15.45% | 19,198,197 | 15.74% | ||||||||||||||||
Exact Sciences(9) | 3,333,333 | 2.59% | 3,333,333 | 2.64% | 3,333,333 | 2.68% | 3,333,333 | 2.73% | ||||||||||||||||
Pro forma total shares of the New Freenome Common Stock outstanding at Closing | 128,544,741 | 100.00% | 126,388,491 | 100.00% | 124,232,241 | 100.00% | 121,976,619 | 100.00% | ||||||||||||||||
* | Less than 1%. |
(1) | Amount comprises the unredeemed public shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of 0 shares under the No Redemptions Scenario, 2,156,250 shares redeemed under the 25% Redemptions Scenario, 4,312,500 shares redeemed under the 50% Redemptions Scenario, and 6,568,122 shares redeemed under the Aggregate Transaction Proceeds Condition Redemptions Scenario. |
(2) | Amount includes 2,066,250 PCSC Class B Shares held by the Sponsor, 286,250 PCSC Class A Shares held by Sponsor, 5,500,000 shares purchased by the Perceptive PIPE Investor as part of the PIPE Financing, and 5,611,587 shares of New Freenome Common Stock to be issued as merger consideration. |
(3) | Amount includes 30,000 PCSC Class B Shares held by each of PCSC’s independent directors (Messrs. McKenna, Song and Waksal). |
(4) | Amount includes 71,089,352 shares of New Freenome Common Stock issued to Freenome stockholders less 5,611,587 and 12,778,058 shares that will be held by the Perceptive PIPE Investor and Roche, respectively, which are presented in the rows labeled “Sponsor and the Perceptive PIPE Investor” And “Roche.” |
(5) | Amount includes the 18,500,000 shares of New Freenome Common Stock to be issued to the PIPE Investors, less the 5,500,000 shares to be purchased by the Perceptive PIPE Investor as part of the PIPE Financing (which are presented in the row labeled “Sponsor and the Perceptive PIPE Investor”). |
(6) | Amount comprises the potentially dilutive shares that could be issued pursuant to 8,252,587 Rollover Options issued to holders of Freenome Options (whether vested or unvested immediately prior to the Effective Time) in accordance with the terms of the Business Combination Agreement. Does not include shares the Initial Equity Awards and Anti-Dilution Equity Awards. |
(7) | Amount comprises the potentially dilutive shares that could be issued pursuant to 4,291,830 Rollover RSU Awards issued to holders of Freenome RSU Awards (whether vested or unvested immediately prior to the Effective Time) in accordance with the terms of the Business Combination Agreement. Does not include shares the Initial Equity Awards and Anti-Dilution Equity Awards. |
(8) | Includes 12,778,058 shares of New Freenome Common Stock to be issued as Mergers Consideration and 6,420,139 shares of Freenome Common Stock issued upon conversion of the Roche Convertible Note. The Roche Convertible Note (including the principal amount and accrued interest) will automatically convert into shares of New Freenome Common Stock at a conversion price of $12.00 in connection with the Closing. This amount assumes accrued interest through May 31, 2026. |
(9) | Includes 3,333,333 shares of New Freenome Common Stock which would be issued upon Exact Sciences’ optional election to convert the Exact Sciences Note. |
Securities to be Received | Other Compensation | |||||
The Sponsor | Assuming the Aggregate Transaction Proceeds Condition Redemptions Scenario: (i) 2,066,250 shares of New Freenome Common Stock upon the exchange of 2,066,250 PCSC Class B Shares in the Domestication, which were initially purchased prior to PCSC’s initial public | Reimbursement for Working Capital Loans to PCSC. To date, PCSC has no outstanding borrowings under Working Capital Loans. $ | ||||
and administrative services. As of December 31, 2025, PCSC incurred $180,000 in fees for these services, of which such amount is included in accrued expenses in PCSC’s balance sheet as of December 31, 2025. | ||||||
Reimbursement for Working Capital Loans to PCSC. To date, PCSC has no outstanding borrowings under Working Capital Loans. Reimbursement for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. | ||||||
• | the Business Combination Proposal; |
• | the Domestication Proposal; |
• | the Governing Documents Proposal; |
• | the Advisory Governing Documents Proposals; |
• | the Nasdaq Proposal; |
• | the Equity Incentive Plan Proposal; |
• | the Employee Stock Purchase Plan Proposal; and |
• | the Adjournment Proposal (if presented). |
• | Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
• | Domestication Proposal: The approval of the Domestication Proposal requires a special resolution of the holders of PCSC Class B Shares, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of issued and outstanding PCSC Class B Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of the PCSC Class A Shares will have no right to vote on the Domestication Proposal, in accordance with Article 34.2 of the Existing Governing Documents. |
• | Governing Documents Proposal: The approval of the Governing Documents Proposal requires a special resolution of the holders of PCSC Class B Shares, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding PCSC Class B Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, at the extraordinary general meeting. The holders of the PCSC Class A Shares will have no right to vote on the Governing Documents Proposal, in accordance with Article 34.2 of the Existing Governing Documents. |
• | Advisory Governing Documents Proposals: The approval of each Advisory Governing Documents Proposals requires an ordinary resolution, on a non-binding and advisory basis only, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
• | Nasdaq Proposal: The approval of the Nasdaq Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
• | Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
• | Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
• | Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PCSC Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. |
(i) | hold public shares; and |
(ii) | prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting), (a) submit a written request to the PCSC transfer agent in which you (i) request that PCSC redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and (b) deliver your public shares to the PCSC transfer agent physically or electronically through DTC. |
• | We may need to raise additional capital to fund our existing operations, develop our platform, commercialize our product or new product candidates or expand our operations. |
• | Raising additional capital may cause dilution to our stockholders, restrict our operations and could cause the price of our common stock to decline. |
• | Our approach to the development of multiple blood-based screening tests though the use of our technology platform is unproven, which makes it difficult to predict the time, cost of development and likelihood of successfully developing and launching additional tests. |
• | If we are unable to support demand for SimpleScreen CRC, or future products, if approved, including ensuring that we have adequate capacity to meet increased demand, or we are unable to successfully manage our anticipated growth, our business could suffer. |
• | We may experience challenges attracting and retaining qualified personnel due to competitive labor markets and we may be unable to manage our future growth effectively, all of which could make it difficult to execute our business strategy. |
• | If we lose the services of our founder, our Chief Executive Officer, or other members of our senior management team, we may not be able to execute our business strategy. |
• | Cybersecurity incidents such as security breaches, loss of data and other disruptions in relation to our information technology systems, as well as those of our third-party service providers, could compromise sensitive information related to our business, prevent us from accessing it and expose us to substantial liability, which could adversely affect our business and reputation. |
• | We, our collaborators and our service providers are subject to a variety of privacy and data security laws, regulations and contractual obligations, which may require us to incur substantial compliance costs, and any failure or perceived failure by us to comply with them could expose us to significant fines and other penalties and otherwise harm our business and operations. |
• | If our existing facility becomes damaged or inoperable or we are required to vacate our existing facility, our ability pursue our research and development efforts may be jeopardized. |
• | We rely on commercial courier delivery services to transport samples to our laboratory facility in a timely and cost-efficient manner and if these delivery services are disrupted, our business will be harmed. |
• | We face intense competition from other companies and may not be able to compete successfully. |
• | The use of Artificial Intelligence presents new risks and challenges to our business. |
• | Failure of, or defects in, our machine learning algorithms, artificial intelligence, and cloud-based computing infrastructure, including interruptions of service through third-party service providers, or increased regulation in the machine learning or artificial intelligence space, could impair our ability to process our data, develop products, or provide test results, and harm our business and results of operations. |
• | The sizes of the markets for our products, if approved, have not been established with precision, and may be smaller than we estimate. |
• | We rely on a limited number of suppliers or, in some cases, sole suppliers, for some of our products and materials and may not be able to find replacements or promptly transition to alternative suppliers. |
• | Changes in funding for, or disruptions caused by global health concerns impacting, the FDA and other government agencies or notified bodies could hinder their ability to hire and retain key leadership and other personnel, or otherwise prevent new medical device products from being developed, authorized or commercialized in a timely manner, which could negatively impact our business. |
• | Clinical development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies may not be predictive of future study results. In addition, regulatory authorities may require more extensive clinical evidence than we anticipate, and the standards for clinical data adequacy can evolve over time. |
• | If the third parties on which we rely for the conduct of our clinical trials and results do not perform our clinical trial activities in accordance with good clinical practices and related regulatory requirements, we may be unable to obtain regulatory clearance or approval for our product candidates or commercialize our products. |
• | Delays in receipt of, or failure to obtain, required FDA clearances or approvals or approvals required in other jurisdictions for our products in development, or improvements to or expanded indications for our current offerings, could materially delay or prevent us from commercializing or otherwise adversely impact future product commercialization. |
• | Our products, if cleared or approved, may in the future be subject to product recalls. A recall of our products, either voluntarily or at the direction of the FDA or another governmental authority, or the discovery of serious safety issues with our products, could have a significant adverse impact on us. In addition, recalls—whether required or voluntary—can trigger increased regulatory scrutiny of our quality systems, manufacturing processes, and post-market surveillance activities. |
• | Traditional fee-for-service Medicare generally does not cover screening tests absent a statutory benefit, and if our future tests are treated as screening tests, our ability to obtain Medicare coverage and reimbursement may be limited, delayed, or require legislative or guideline changes. |
• | If we are unable to obtain and maintain intellectual property protection for our technology, or if the scope of the intellectual property protection we obtain is not sufficiently broad, our competitors may develop and commercialize technology and tests similar or identical to ours, and our ability to successfully commercialize our products may be impaired. |
• | If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed. |
• | We cannot ensure that patent rights relating to inventions described and claimed in our pending patent applications will issue or that future patents based on our patent applications will not be challenged and rendered invalid and/or unenforceable. |
• | Our Sponsor and our initial shareholders have entered into letter agreements with us to vote in favor of the Business Combination, regardless of how our public shareholders vote. |
• | Since the initial shareholders, including PCSC’s directors and officers, have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Freenome is appropriate as our initial business combination. Such interests include that Sponsor, as well as our officers and directors, will lose their entire investment in us if our business combination is not completed. |
• | The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors. |
• | The exercise of PCSC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in PCSC’s shareholders’ best interest. |
• | If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur. |
• | Because PCSC is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. |
• | PCSC shareholders will experience immediate dilution as a consequence of the issuance of New Freenome Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that PCSC’s current shareholders have on the management of New Freenome. |
• | accelerate the development of our multiomics platform driven by artificial intelligence (“AI”) and machine learning (“ML”), which seeks to identify the early biological signals of disease; |
• | expand our commercial and data infrastructure to support future launch of multiple blood-based cancer detection tests; |
• | further advance our R&D programs; |
• | seek to identify additional indications; |
• | expand commercial and operational personnel; |
• | maintain, expand, enforce, defend and protect our intellectual property portfolio and provide reimbursement of third-party expenses related to our patent portfolio; |
• | seek regulatory approvals for any future product candidates for which we successfully complete clinical trials; and |
• | meet the requirements and demands of being a public company. |
• | fund development and marketing efforts of our product or any other future products we may develop; |
• | acquire, license or invest in technologies; |
• | increase our efforts to drive market adoption of our current products and tests, and address competitive developments; and |
• | finance capital expenditures and general and administrative expenses. |
• | the type, number, scope, progress, expansions, results, costs and timing of, discovery, preclinical studies and clinical trials of our product and any product candidates; |
• | the costs, timing and outcome of regulatory review of our current and future product pipeline; |
• | the terms and timing of establishing and maintaining license, collaboration and other similar arrangements; |
• | the legal costs of obtaining, maintaining and enforcing our patents and other intellectual property rights; |
• | our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company; |
• | the costs associated with hiring additional personnel and consultants as our development and commercial activities increase; |
• | the costs and timing of establishing or securing sales and marketing capabilities if any current and future product pipeline is approved; |
• | our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third-party payers and adequate market share and revenue for any approved products; and |
• | costs associated with any products or technologies that we may in-license or acquire. |
• | disagreement with the design, implementation, or results of, or interpretation of the data from, our clinical studies; |
• | determination that our product has not been shown to be safe and effective or substantially equivalent to a predicate device, or has other characteristics that preclude us from obtaining marketing authorization or certification, or prevent or limit its commercial use (for example, a narrowed indication for use claim); |
• | the population studied in the clinical program may not be sufficiently broad, generalizable, or representative of the intended target population of our product to assure effectiveness and safety in the population for which we seek approval, clearance, or certification; |
• | disagreement with our interpretation of data from clinical studies or may fail to accept data from clinical studies (or clinical sites), including if we fail to establish the integrity of our data; |
• | determination that our clinical studies otherwise fail to comply with applicable regulations, including GCP requirements; |
• | serious or unexpected adverse effects or other performance issues are identified with our existing or future products; |
• | determination that our manufacturing or quality system fails to comply with applicable regulations or otherwise fails to meet the standards necessary to support approval or certification; and |
• | the approval (or certification) policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval or certification. |
• | the performance, validation, and clinical utility of such products as demonstrated in clinical studies, from real-world use, and published in peer-reviewed journals; |
• | our ability to demonstrate the clinical validation and utility of our products and their potential advantages to the medical community; |
• | the ability of our products to demonstrate comparable or non-inferior performance in real-world intended use populations as in clinical studies; |
• | the willingness of consumers, including self-insured employers, health systems, healthcare providers, life insurance companies, patients, and others in the medical community to utilize our products; |
• | the willingness of commercial third-party payers and government payers to cover and reimburse our products, the scope and amount of which will affect an individual’s or entity’s willingness or ability to pay for our products and likely heavily influence healthcare providers’ decisions to recommend our products; |
• | willingness of providers, patients, and others to learn about our products, and establish a sense of understanding and confidence in the use of our products; |
• | the concern that products could lead to unnecessary medical screening procedures or a high false positive rate and the associated costs of unnecessary workups resulting from false positives; |
• | the belief of providers, patients, and others that the use of our products in its intended use population is clinically appropriate, and not restricting its use to a narrower intended population; |
• | the introduction or market acceptance of future third-party products, including the expansion of the capabilities of existing products and tests that are reimbursed; |
• | the ability of our partners and our employees and contractors to ensure the safety and privacy of our patient data; |
• | publicity (adverse or positive) concerning our products or operations (including third-party partners, patient-facing service providers, vendors, or suppliers) or future third-party products, including adverse publicity resulting from the use of our products or offerings by third parties, including partners; |
• | our ability to fulfill test orders in a timely manner; and |
• | the strength of our marketing and distribution support and patient-facing service providers. |
• | adverse publicity, warning letters, untitled letters, fines, injunctions, consent decrees and civil penalties; |
• | repair, replacement, refunds, recalls, termination of distribution, administrative detention or seizures of our products; |
• | operating restrictions, partial suspension or total shutdown of production; |
• | customer notifications or repair, replacement or refunds; |
• | refusing our requests for clearances or approvals of new products, new intended uses or modifications to existing products; |
• | withdrawals of current clearances, approvals or certifications, resulting in prohibitions on sales of our products; |
• | refusal to issue certificates needed to export products for sale in other countries; and |
• | criminal prosecution. |
• | the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering, or paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, either the referral of an individual, or the purchase, lease, order or recommendation of any good, facility, item, or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation, and many courts have interpreted that statute as being violated if merely one purpose of any arrangement is to induce referrals or purchases. In 2018, Congress enacted the Eliminating Kickbacks in Recovery Act of 2018 (“EKRA”), which establishes an all-payer anti-kickback prohibition for, among other things, knowingly and willfully paying or offering any remuneration directly or indirectly to induce a referral of an individual to a clinical laboratory. Violations of EKRA may result in fines, imprisonment, or both, for each occurrence. The law includes a limited number of exceptions, some of which closely align with corresponding Anti-Kickback Statute exceptions and safe harbors, and others that materially differ. Currently, there is no regulation interpreting or implementing EKRA, nor any guidance released by a federal agency regarding the scope of EKRA. Based on the plain language of EKRA and recent case law, certain sales-based incentive sales representatives, or customers will not be subject to scrutiny or will withstand regulatory challenge under EKRA; |
• | the federal physician self-referral prohibition, commonly known as the Stark Law, which, in the absence of an applicable exception, prohibits a physician from making a referral for certain designated health services covered by the Medicare or Medicaid program, including clinical laboratory services, if the physician or an immediate family member of the physician has a financial relationship with the entity providing the designated health services. The Stark Law also prohibits the entity furnishing the designated health services from billing, presenting or causing to be presented a claim for the designated health services furnished pursuant to the prohibited referral; |
• | federal civil and criminal false claims laws, including the False Claims Act, which impose criminal and civil penalties, including through civil “qui tam” or “whistleblower” actions, against individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval from Medicare, Medicaid, or other third-party payers that are false or fraudulent. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute or Stark Law constitutes a false or fraudulent claim for purposes of the False Claims Act; |
• | healthcare fraud and false statements laws, which prohibit, among other things, knowingly making a false statement to improperly avoid, decrease, or conceal an obligation to pay money to the federal government. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of these statutes or specific intent to violate them in order to have committed a violation; |
• | the federal Civil Monetary Penalties Law, which, subject to certain exceptions, prohibits, among other things, the offer or transfer of remuneration, including waivers of copayments and deductible amounts (or any part thereof), to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program; |
• | the federal Physician Payment Sunshine Act, created under the ACA, and its implementing regulations, which require manufacturers of drugs, devices, biologicals, and medical supplies for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program to report annually to the U.S. Department of Health and Human Services under the Open Payments Program, information related to payments or other transfers of value made to physicians (as defined by statute), teaching hospitals, and other healthcare practitioners, as well as ownership and investment interests held by such physicians and their immediate family members; |
• | federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and |
• | analogous state and foreign laws and regulations, such as state and foreign anti-kickback, false claims, consumer protection, and unfair competition laws that may apply to our business practices, including, but not limited to, research, distribution, sales and marketing arrangement, as well as submitting claims involving healthcare items or services reimbursed by any third-party payer, including commercial insurers; state laws that require healthcare companies to comply with the medical device industry’s voluntary compliance guidelines, the relevant compliance guidance promulgated by the federal government that otherwise restricts payments that may be made to healthcare providers, and other potential referral sources or state-specific standards on financial interactions with healthcare providers; state laws that require healthcare companies to file reports with states regarding pricing and marketing information, such as the tracking and reporting of gifts, compensation, and other remuneration and items of value provided to healthcare professionals and entities; and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. |
• | if and when patents may issue based on our patent applications; |
• | the scope of protection of any patent issuing based on our patent applications; |
• | whether the claims of any patent issuing based on our patent applications will provide protection against competitors; |
• | whether or not third parties will find ways to invalidate or circumvent our patent rights; |
• | whether or not others will obtain patents claiming aspects similar to those covered by our patents and patent applications; |
• | whether we will need to initiate litigation or administrative proceedings to enforce and/or defend our patent rights which will be costly whether we win or lose; and/or |
• | whether our patent applications will result in issued patents with claims that cover our products or technologies or uses thereof in the U.S. or in other jurisdictions. |
• | others may be able to make products that are similar to ours but that are not covered by the claims of our patent applications or patents that may issue from such patent applications; |
• | we or our collaborators or future licensors might not have been the first to make the inventions covered by a pending patent application or future patent that we own or license; |
• | we or our collaborators or future licensors might not have been the first to file patent applications covering certain of our or their inventions; |
• | others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing, misappropriating or otherwise violating our intellectual property or proprietary rights; |
• | it is possible that noncompliance with the USPTO’s and foreign governmental patent agencies’ requirements for a number of procedural, documentary, fee payment, and other provisions during the patent process can result in abandonment or lapse of a patent or patent application, and partial or complete loss of patent rights in the relevant jurisdiction; |
• | it is possible that our pending patent applications will not lead to issued patents; |
• | future issued patents that we own may be revoked, modified or held invalid or unenforceable, as a result of legal challenges by our competitors or other third parties; |
• | our competitors or other third parties might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; |
• | we may not develop additional proprietary technologies that are patentable; |
• | we cannot predict the scope of protection of any patent issuing based on our patent applications, including whether the patent applications that we own will result in issued patents with claims that are directed to our products or technologies in the U.S. or in other jurisdictions; |
• | there may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection both inside and outside the U.S. for disease detection, diagnostic, and/or screening technologies that prove successful, as a matter of public policy regarding worldwide health concerns; |
• | countries other than the U.S. may have patent laws less favorable to patentees than those upheld by U.S. courts, allowing foreign competitors a better opportunity to create, develop and market competing products or technologies; |
• | the claims of any patent issuing based on our patent applications may not provide protection against competitors or any competitive advantages or may be challenged by third parties; |
• | if enforced, a court may not hold that our future patents are valid, enforceable and infringed; |
• | we may need to initiate litigation or administrative proceedings to enforce and/or defend our patent rights which will be costly whether we win or lose; |
• | we may choose not to file a patent application in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent application covering such intellectual property; |
• | we may fail to adequately protect and police our trademarks and trade secrets; |
• | the government could have the option to gain certain rights in inventions covered by our patents if the inventions relate to government grants received by us, especially if we do not meet certain grant requirements for inventions under the Bayh-Dole Act; |
• | the patents of others may have an adverse effect on our business, including if others obtain patents claiming subject matter similar to or improving that covered by our patent applications and future patents; and |
• | the patents of others may have an adverse effect on our business if they are asserted against a third-party supplier for components, accessories, and/or materials that we utilize in our products; such an event could result in a disruption or interruption in supply from these suppliers, or in the operations of such suppliers, which may negatively impact our business, supply chain and laboratory operations and could delay our ability to develop and commercialize our tests, including our CRC genomics assay. |
• | the scope of rights granted under the agreement and other interpretation-related issues; |
• | our financial and other obligations under the agreement; |
• | whether and the extent to which our test, product and/or technology infringe, misappropriate or otherwise violate the intellectual property of the future licensor that is not subject to the agreement; |
• | the sublicensing of patents and other rights; |
• | our diligence and other obligations under the agreement and what activities satisfy those obligations; |
• | the inventorship and ownership of inventions and know-how resulting from the joint creation or use of the intellectual property by our partners and our future licensors; and |
• | the priority of invention of patented technology. |
• | we or our collaborators may initiate litigation or other proceedings against third parties to enforce our patent rights; |
• | third parties may initiate litigation or other proceedings seeking to invalidate our patents or to obtain a declaratory judgment that their products or technology does not infringe our future patents or that such patents are invalid or unenforceable; |
• | third parties may initiate, oppositions, inter partes review, post grant review, or reexamination proceedings challenging the validity or scope of our patent rights, requiring us or our collaborators and/or future licensors to participate in such proceedings to defend the validity and scope of our patents; |
• | there may be a challenge or dispute regarding inventorship or ownership of future patents identified as being owned by us; |
• | at our initiation or at the initiation of a third party, the USPTO may initiate an interference between patent applications or future patents owned by us and those of our competitors or other third parties, requiring us or our collaborators and/or future licensors to participate in an interference proceeding to determine the priority of invention, which could jeopardize our patent rights; or |
• | third parties may seek approval to market products similar to our products prior to expiration of relevant future patents owned by us, requiring us to defend and enforce our future patents, including by filing lawsuits alleging patent infringement. |
• | a board of directors divided into three classes serving staggered three-year terms, such that not all members of the board will be elected at one time; |
• | a prohibition on stockholder actions through written consent, which requires that all stockholder actions be taken at a meeting of stockholders of New Freenome; |
• | a requirement that special meetings of stockholders be called only by the New Freenome Board acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office; |
• | advance notice requirements for stockholder proposals and nominations for election to the New Freenome Board; |
• | a requirement that no member of the New Freenome Board may be removed from office by New Freenome’s stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of all outstanding shares of New Freenome’s voting stock then entitled to vote in the election of directors; |
• | a requirement of approval of not less than two-thirds of all outstanding shares of New Freenome’s voting stock to amend any bylaws by stockholder action; and |
• | the authority of the New Freenome Board to issue preferred stock on terms determined by the New Freenome Board without stockholder approval and which preferred stock may include rights superior to the rights of the holders of common stock. |
• | the fact that our initial shareholders have agreed not to redeem any PCSC Class A Shares or PCSC Class B Shares held by them in connection with a shareholder vote to approve a proposed initial business combination; |
• | the fact that our initial shareholders have agreed to vote any PCSC Class A Shares or PCSC Class B Shares owned by them in favor of the Business Combination Proposal; |
• | the fact that the initial shareholders, including the Sponsor and certain of PCSC’s officers and directors (including those that are members of the Sponsor), have invested in PCSC an aggregate of $2,887,500, comprised of the $25,000 purchase price for the 2,156,250 PCSC Class B Shares and the $2,862,500 purchase price for 286,250 private placement shares. Subsequent to the initial purchase of the PCSC Class B Shares by the Sponsor, the Sponsor transferred to each of the three independent directors 30,000 PCSC Class B Shares. Such shares will have a significantly higher value at the time of the Business Combination or be worthless if the Business Combination is not consummated and PCSC is liquidated by June 13, 2026 (unless such date is extended in accordance with the Existing Governing Documents); |
• | the fact that the initial shareholders and PCSC’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares subsequently acquired by them) held by them if PCSC fails to complete an initial business combination by June 13, 2026; |
• | the fact that the Investor Rights Agreement will be entered into by the initial shareholders, being the Sponsor and PCSC’s independent directors (Messrs. McKenna, Song and Waksal); |
• | the fact that the Business Combination Agreement provides for the continued indemnification of PCSC’s existing directors and officers and requires New Freenome to maintain the in effect for a period of six years, a “tail” policy providing directors’ and officers’ liability insurance coverage for PCSC’s existing directors and officers after the Business Combination; |
• | the fact that the Sponsor and PCSC’s officers and directors will lose their entire investment in PCSC and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by June 13, 2026; |
• | the fact that if the trust account is liquidated, including in the event PCSC is unable to complete an initial business combination by June 13, 2026, the Sponsor has agreed to indemnify PCSC to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which PCSC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to PCSC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; |
• | the fact that if the Business Combination or another business combination is not consummated by the June 13, 2026 and if PCSC does not otherwise amend the Existing Governing Documents to extend the time period during which PCSC may consummate a business combination, PCSC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding PCSC Class A Shares for cash and, subject to the approval of its remaining shareholders and the PCSC Board, liquidating and dissolving; |
• | the fact that the Investor Rights Agreement was entered into with the initial shareholders, the Perceptive PIPE Investor and certain Freenome stockholders, which, among other things, (a) gives the initial shareholders, the Perceptive PIPE Investor, certain Freenome stockholders certain registration rights, including the right to have the offer and sale of their shares of New Freenome Common Stock registered on a resale registration statement to be filed by New Freenome shortly after the consummation of the Business Combination, and (b) subjects the shares of New Freenome Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of PCSC and New Freenome (including any PIPE Shares or shares of New Freenome Common Stock issued pursuant to the Business Combination Agreement) to a 180-day lock-up period beginning on the Closing Date; |
• | the fact that the Sponsor Letter Agreement was executed with the initial shareholders, pursuant to which the initial shareholders, among other things, waive all adjustments to the conversion ratio set forth in the Existing Governing Documents with respect to the PCSC Class B Shares, and agreed to be bound by certain transfer restrictions with respect to PCSC Shares prior to the consummation of the Business Combination, in each case subject to the terms and conditions set forth therein. No consideration has been or will be paid to PCSC, Freenome, Sponsor or each of PCSC’s independent directors in connection with the entry into the Sponsor Letter Agreement; |
• | the fact that the Perceptive PIPE Investor has entered into a subscription agreement to purchase 5,500,000 shares of New Freenome Common Stock in the PIPE Financing, subject to the terms and conditions set forth in the Subscription Agreement executed by the Perceptive PIPE Investor; |
• | the fact that the Perceptive PIPE Investor, which is an affiliate of the Sponsor and certain of PCSC’s directors and officers, has a fully diluted equity ownership stake in Freenome of 6.85% (representing shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock), which will convert into 5,615,003 shares of New Freenome Common Stock, or an approximately 4.99% equity stake in New Freenome in connection with the Business Combination; |
• | the fact that Mark C. McKenna, Kenneth Song M.D., and Harlan W. Waksal, M.D. are affiliated with the Perceptive PIPE Investor; |
• | the right of the Sponsor and the Perceptive PIPE Investor to hold shares of New Freenome Common Stock following the Business Combination, subject to the terms and conditions of the lock-up restrictions; and |
• | the fact that PCSC may be entitled to distribute or pay over funds held by PCSC outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing. |
• | this proxy statement/prospectus would disclose the possibility that our sponsor, directors, officers, advisors or any of their affiliates may purchase shares from Public Shareholders outside the redemption process, along with the purpose of such purchases; |
• | if our sponsor, directors, officers, advisors or any of their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process; |
• | this proxy statement/prospectus would include a representation that any of our securities purchased by our sponsor, directors, officers, advisors or any of their affiliates would not be voted in favor of approving the Business Combination; |
• | our sponsor, directors, officers, advisors or any of their affiliates would not possess any redemption rights with respect to such securities or, if they do acquire and possess redemption rights, they would waive such rights; and |
• | we would disclose in a Form 8-K, before the extraordinary general meeting to approve the Business Combination, the following material items: |
• | the amount of the public shares purchased outside of the redemption offer by our sponsor, directors, officers, advisors or any of their affiliates, along with the purchase price; |
• | the purpose of the purchases by our sponsor, directors, officers, advisors or any of their affiliates; |
• | the impact, if any, of the purchases by our sponsor, directors, officers, advisors or any of their affiliates on the likelihood that the Business Combination will be approved; |
• | the identities of our shareholders who sold to our sponsor, directors, officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of such shareholders (e.g., 5% security holders) who sold to our sponsor, directors, officers, advisors or any of their affiliates; and |
• | the number of our public shares for which we have received redemption requests pursuant to our redemption offer. |
• | this proxy statement/prospectus would disclose the possibility that the Sponsor and PCSC’s officers and directors and/or their respective affiliates may purchase shares from Public Shareholders outside the redemption process, along with the purpose of such purchases; |
• | if the Sponsor and PCSC’s officers and directors and/or their respective affiliates were to purchase shares from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process; |
• | this proxy statement/prospectus would include a representation that any of our securities purchased by the Sponsor and PCSC’s officers and directors and/or their respective affiliates would not be voted in favor of approving the Business Combination; |
• | the Sponsor and PCSC’s officers and directors and/or their respective affiliates would not possess any redemption rights with respect to such securities or, if they do acquire and possess redemption rights, they would waive such rights; and |
• | we would disclose in a Form 8-K, before the extraordinary general meeting to approve the Business Combination, the following material items: |
○ | the amount of the Public Shares purchased outside of the redemption offer by our sponsor, directors, officers, advisors or any of their affiliates, along with the purchase price; |
○ | the purpose of the purchases by our sponsor, directors, officers, advisors or any of their affiliates; |
○ | the impact, if any, of the purchases by our sponsor, directors, officers, advisors or any of their affiliates on the likelihood that the Business Combination will be approved; |
○ | the identities of our shareholders who sold to our sponsor, directors, officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of such shareholders (e.g., 5% security holders) who sold to our sponsor, directors, officers, advisors or any of their affiliates; and |
○ | the number of our Public Shares for which we have received redemption requests pursuant to our redemption offer. |
• | changes in the industries in which New Freenome and its customers operate; |
• | variations in its operating performance and the performance of its competitors in general; |
• | actual or anticipated fluctuations in New Freenome’s quarterly or annual operating results; |
• | publication of research reports by securities analysts about New Freenome or its competitors or its industry; |
• | the public’s reaction to New Freenome’s press releases, its other public announcements and its filings with the SEC; |
• | New Freenome’s failure or the failure of its competitors to meet analysts’ projections or guidance that New Freenome or its competitors may give to the market; |
• | additions and departures of key personnel; |
• | changes in laws and regulations affecting its business; |
• | failure to comply with laws or regulations, including the Sarbanes-Oxley Act, or failure to comply with the requirements of the relevant U.S. stock exchange; |
• | actual, potential or perceived control, accounting or reporting problems; |
• | commencement of, or involvement in, litigation involving New Freenome; |
• | changes in New Freenome’s capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of New Freenome Common Stock available for public sale; |
• | general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism; and |
• | the other factors described in this “Risk Factors” section or the section entitled “Cautionary Note Regarding Forward-Looking Statements.” |
• | a limited availability of market quotations for New Freenome’s securities; |
• | reduced liquidity for New Freenome’s securities; |
• | a determination that New Freenome Common Stock is a “penny stock” which will require brokers trading in New Freenome Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New Freenome’s securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | a U.S. Holder of Public Shares whose Public Shares have a fair market value of less than $50,000 on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Public Shares entitled to vote and less than 10% of the total value of all classes of Public Shares, generally will not recognize any gain or loss and generally will not be required to include any part of PCSC’s earnings in income pursuant to the Domestication; |
• | a U.S. Holder of Public Shares whose Public Shares have a fair market value of $50,000 or more on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Public Shares entitled to vote and less than 10% of the total value of all classes of Public Shares will generally recognize gain (but not loss) on the exchange of Public Shares for shares of New Freenome Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their Public Shares, provided certain other requirements are satisfied. PCSC does not expect to have significant cumulative earnings and profits on the date of the Domestication; and |
• | a U.S. Holder of Public Shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Public Shares entitled to vote or 10% or more of the total value of all classes of Public Shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its Public Shares. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. PCSC does not expect to have significant cumulative earnings and profits on the date of the Domestication. |
• | the ability of the New Freenome Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the limitation of the liability of, and the indemnification of, New Freenome’s directors and officers; |
• | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders after such date and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; |
• | the requirement that a special meeting of stockholders may be called only by a majority of the entire New Freenome Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; |
• | controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; |
• | the ability of the New Freenome Board to amend the bylaws, which may allow the New Freenome Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to the New Freenome Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the New Freenome Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New Freenome. |
• | a proposal to approve and adopt, by ordinary resolution, the Business Combination Agreement, including the Mergers, and the transactions contemplated thereby; |
• | a proposal to approve, by special resolution of the holders of PCSC Class B Shares, the Domestication; |
• | a proposal to approve, by special resolution of the holders of PCSC Class B Shares, that the Existing Governing Documents be amended and restated by deletion in their entirety and the substitution in their place of the Proposed Governing Documents; |
• | the following six (6) separate proposals to approve, by ordinary resolutions, on a non-binding and advisory basis only, the following governance provisions contained in the Proposed Governing Documents: |
• | to amend the Existing Governing Documents to authorize the change in the authorized capital stock of PCSC from (i) 479,000,000 PCSC Class A Shares, 20,000,000 PCSC Class B Shares, and 1,000,000 preference shares, par value of $0.0001 per share, to (ii) 1,000,000,000 shares of New Freenome Common Stock and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share; |
• | to amend the Existing Governing Documents to authorize adopting Delaware as the exclusive forum for certain stockholder litigation; |
• | to amend the Existing Governing Documents to approve provisions requiring the affirmative vote of at least (i) two-thirds of the outstanding shares of capital stock entitled to vote to adopt, amend or repeal the Proposed Bylaws and (ii) a majority of New Freenome’s then outstanding common stock (except where a lower threshold is provided by the DGCL) for amendments to the Proposed Certificate of Incorporation; |
• | to amend the Existing Governing Documents to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class; |
• | to amend the Existing Governing Documents to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting; and |
• | to amend the Existing Governing Documents to authorize (i) changing the corporate name from “Perceptive Capital Solutions Corp” to “Freenome, Inc.,” (ii) making New Freenome’s corporate existence perpetual, and (iii) removing certain provisions related to PCSC’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination; |
• | a proposal to approve, by ordinary resolution, the issuance of shares of New Freenome Common Stock issued in connection with the Business Combination and the PIPE Financing pursuant to Nasdaq Listing Rule 5635; |
• | a proposal to approve and adopt, by ordinary resolution, the New Freenome Equity Incentive Plan; |
• | a proposal to approve and adopt, by ordinary resolution, the New Freenome Employee Stock Purchase Plan; and |
• | a proposal to approve by, ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. |
• | you can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign, date and return the proxy card without indicating how you wish to vote, your shares will be voted as recommended by the PCSC Board “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal (in the case of the holders of PCSC Class B Shares), “FOR” the Governing Documents Proposal (in the case of the holders of PCSC Class B Shares), “FOR” the Advisory Governing Documents Proposal, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented at the extraordinary general meeting. Your proxy card must be received by PCSC not less than 48 hours before the scheduled time of the extraordinary general meeting or any adjournment thereof at which the person named in the proxy card proposes to vote. Proxy cards received after this time will not be counted. |
• | you can attend the extraordinary general meeting and vote in person. You will receive a ballot when you arrive. However, if your PCSC Shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way PCSC can be sure that the broker, bank or nominee has not already voted your PCSC Shares. |
• | you can vote electronically. You may attend, vote and examine the list of shareholders entitled to vote at the extraordinary general meeting by visiting [•] and entering the control number found on your proxy card. |
• | you may send another proxy card with a later date provided that it is received by PCSC not less than 48 hours before the scheduled time of the extraordinary general meeting or any adjournment thereof at which the person named in the proxy card proposes to vote; |
• | you may notify PCSC’s secretary by writing to Perceptive Capital Solutions Corp, 51 Astor Place, 10th Floor, New York, New York 10003, before the extraordinary general meeting that you have revoked your proxy; or |
• | you may attend the extraordinary general meeting, revoke your proxy, and vote in person, as indicated above. |
(i) | hold public shares; and |
(ii) | prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled vote at the |
(a) | at least one business day prior to the Closing Date, PCSC will effect the Domestication by de-registering from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and Part 12 of the Companies Act (Revised) of the Cayman Islands, upon which PCSC will change its name to “Freenome, Inc.”; |
(b) | the parties to the Business Combination Agreement will effect the First Merger by executing and filing a certificate of merger with the Secretary of State of the State of Delaware, pursuant to which Merger Sub I will merge with and into Freenome, with Freenome as the surviving company in the merger and, after giving effect to the First Merger, Freenome will be a wholly-owned subsidiary of PCSC. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) the Freenome Common Shares issued and outstanding as of immediately prior to the Effective Time (including such shares issued upon the conversion of all shares of Freenome preferred stock into Freenome Common Shares prior to the Effective Time in accordance with the terms of the Business Combination Agreement, but excluding Freenome Common Shares held in treasury or by Freenome stockholders who have properly demanded appraisal of such Freenome Common Shares in accordance with Section 262 of the DGCL) will be automatically canceled and extinguished and converted into the right to receive a number of shares of New Freenome Common Stock equal to the Exchange Ratio, which is based on an implied Freenome base equity value of $725,000,000 and subject to certain adjustments as set forth in the Business Combination Agreement; (ii) each Freenome Option, being an option to purchase Freenome Common Shares, |
(c) | as soon as practicable following the Effective Time, but no later than one business day following the Effective Time, subject to the terms and conditions of the Business Combination Agreement, the parties to the Business Combination Agreement will effect the Second Merger by executing and filing a certificate of merger with the Secretary of State of the State of Delaware, pursuant to which Freenome, as the surviving corporation of the First Merger, will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company in the Second Merger. |
• | the holders of each issued and outstanding PCSC Class B Share will elect to convert their PCSC Class B Shares, on a one-for-one basis, into one PCSC Class A Share; |
• | after effecting the PCSC Shareholder Redemptions, |
• | each issued and outstanding PCSC Class A Share will convert automatically by operation of law, on a one-for-one basis, into one share of New Freenome Common Stock; and |
• | the governing documents of PCSC will become the certificate of incorporation and the bylaws as described in this proxy statement/prospectus and attached as Annex H and Annex I, respectively, to this proxy statement/prospectus and PCSC’s name will change to “Freenome, Inc.”; provided, that the form of the certificate of incorporation and the bylaws will be appropriately adjusted to give effect to any amendments contemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved by PCSC shareholders at the extraordinary general meeting, other than the amendments to the PCSC governing documents that are contemplated by the Governing Documents Proposals, approval of which is a condition to the closing of the Business Combination. |
• | the applicable waiting period under the HSR Act relating to the Business Combination having been expired or been terminated, and any agreement between a party with any governmental entity not to consummate transactions contemplated by the Business Combination Agreement having expired or been terminated or obtained (or deemed, by applicable law, to have been obtained); |
• | no order or law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity enjoining, prohibiting or preventing the consummation of the transactions contemplated by Business Combination being in effect; |
• | this registration statement/proxy statement on Form S-4 becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to this registration statement/proxy statement on Form S-4, and no proceeding seeking such a stop order having been threatened or initiated by the SEC and remaining pending; |
• | obtaining the written consent of the Freenome stockholders adopting and approving the Business Combination Agreement and the transactions contemplated thereby (including the Mergers and the conversion of all shares of Freenome preferred stock into Freenome Common Shares prior to the Effective Time) duly executed by the requisite number of stockholders of Freenome in accordance with the DGCL, Freenome’s governing documents and Freenome’s stockholder agreements; |
• | the approval of each Condition Precedent Proposal by the affirmative vote of the holders of the requisite number of PCSC Shares being obtained in accordance with PCSC’s governing documents and applicable law; |
• | the approval for listing of the New Freenome Common Stock (including, for the avoidance of doubt, the shares of New Freenome Common Stock to be issued pursuant to the First Merger) on Nasdaq; and |
• | after giving effect to the transactions contemplated by the Business Combination Agreement (including the PIPE Financing and any PCSC shareholder redemptions), PCSC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time. |
• | the representations and warranties of Freenome regarding organization and qualification of Freenome and its subsidiaries, certain representations and warranties regarding the capitalization, and amounts payable upon a change in control, of Freenome and the representations and warranties of Freenome regarding the authority of Freenome to, among other things, consummate the transactions contemplated by the Business Combination Agreement, and brokers fees being true and correct (without giving effect to any limitation of “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the Closing Date as if made at and as of such date (or, if given as of an earlier date, as of such earlier date); |
• | certain other representations and warranties regarding the capitalization of Freenome being true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date); |
• | the representation and warranty of Freenome regarding there having been no Company Material Adverse Effect (as such term is defined in the Business Combination Agreement) during the period beginning on January 1, 2025 and ending on December 5, 2025 being true and correct in all respects; |
• | all other representations and warranties of Freenome being true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Company Material Adverse Effect (as defined in the Business Combination Agreement); |
• | Freenome having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
• | since December 5, 2025, no Company Material Adverse Effect having occurred that is continuing; |
• | PCSC having received a certificate executed by an authorized officer of Freenome confirming that the conditions set forth in the first six bullet points in this section have been satisfied; |
• | PCSC having received the executed Investor Rights Agreement duly executed by Freenome; and |
• | PCSC having received Transaction Support Agreements duly executed by Freenome stockholders holding, as of immediately prior to the Effective Time, at least a majority of the outstanding Freenome Preferred Shares, whose vote or prior written consent is required for the conversion of shares of Freenome preferred stock into Freenome Common Shares pursuant to Freenome’s governing documents, and a majority of Freenome Series C preferred stock, Series D preferred stock, Series E preferred stock, and Series F preferred stock, including certain key supporting stockholders of Freenome. |
• | the representations and warranties regarding organization and qualification of the PCSC Parties, the authority of PCSC to, among other things, consummate the transactions contemplated by the Business Combination Agreement, certain representations and warranties regarding the capitalization of the PCSC Parties, and brokers fees being true and correct, in all material respects as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date); |
• | certain other representations and warranties regarding the capitalization of PCSC being true and correct in all respects, (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date); |
• | all other representations and warranties of the PCSC Parties being true and correct (without giving effect to any limitation of “materiality” or “PCSC Material Adverse Effect” (as defined in the Business Combination Agreement) or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a PCSC Material Adverse Effect; |
• | the PCSC Parties having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement at or prior to the Closing; |
• | since December 5, 2025, no PCSC Material Adverse Effect having occurred that is continuing; |
• | the New Freenome Board consisting of the number of directors, and comprising the individuals, determined pursuant to Section 5.17(a)(i) and (ii) of the Business Combination Agreement; |
• | the Aggregate Transaction Proceeds being equal to or greater than $250,000,000; |
• | the Domestication having been consummated at least one business day prior to the Closing Date; |
• | Freenome having received a certificate executed by an authorized officer of PCSC confirming that the conditions set forth in the first five bullet points of this section have been satisfied; and |
• | Freenome having received the Investor Rights Agreements duly executed by PCSC and the Perceptive Shareholders. |
• | Subject to certain exceptions or as consented to in writing by PCSC (such consent not to be unreasonably withheld, conditioned or delayed (provided, that PCSC will be deemed to have consented in writing if it provides no acknowledgement of receipt within five business days after Freenome has made a request for such consent in writing)), prior to the Closing, Freenome will and will cause its subsidiaries to, operate the business of Freenome and its subsidiaries in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of Freenome and its subsidiaries. |
• | Subject to certain exceptions, prior to the Closing, Freenome will and will cause its subsidiaries to, not do any of the following without PCSC’s consent (such consent not to be unreasonably conditioned, withheld or delayed): |
• | declare, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase or redeem any outstanding, any equity securities of Freenome or any subsidiary; |
• | merge, consolidate, combine or amalgamate with any person or purchase or otherwise acquire any business entity or organization or division thereof; |
• | adopt any amendments, supplements, restatements or modifications to any governing documents of Freenome or its subsidiaries or the Freenome Stockholder Agreements; |
• | sell, assign, abandon, lease, exclusively license or otherwise dispose of any material assets or properties of Freenome or its subsidiaries, other than inventory or obsolete equipment in the ordinary course of business; |
• | subject any material assets or properties of Freenome or its subsidiaries to any lien; |
• | dispose or subject to a lien any equity interests of Freenome or its subsidiaries or issue any options or other rights obligating Freenome or any of its subsidiaries to issue any equity interests; |
• | incur, create or assume any indebtedness other than ordinary course trade payables, or guarantee any liability of any person or entity; |
• | make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person; |
• | adopt or amend in any material respect, enter into or terminate any material benefit plan or materially increase the compensation or benefits payable to any current or former director, manager, officer, employee, individual, independent contractor or service provider or take any action to accelerate any payment or benefit payable to any such person; |
• | waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider; |
• | make, change or revoke any material tax election, enter into any material tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver obtained in the ordinary course of business; |
• | enter into any settlement the performance of which would involve payment in excess of a certain threshold or that impose any material non-monetary obligations on Freenome or any of its subsidiaries; |
• | authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction; |
• | change the methods of accounting of Freenome or any of its subsidiaries, in any material respect, other changes that are made in accordance with Public Company Accounting Oversight Board standards; |
• | enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement or any ancillary document; |
• | make any change of control payment or payment with respect to a related party transaction that is not disclosed on the Freenome disclosure schedules; and |
• | amend, modify or terminate any material contract outside the ordinary course of business or waive any material benefit or right under any such material contract or enter into any contract that would constitute a material contract had it been effective prior to the date of the Business Combination Agreement. |
• | Subject to certain exceptions (including the ability of any PCSC Party to use (i) funds held by PCSC outside the Trust Account to pay any PCSC expenses or liabilities to distribute or pay over any funds held by PCSC outside the Trust Account to the Sponsor or any of its affiliates, in each case, prior to the Closing and (ii) extending one or more times, in accordance with PCSC’s governing documents, the deadline by which PCSC must complete its business combination) or as consented to in writing by Freenome (such consent not to be unreasonably withheld, conditioned or delayed, it being agreed that Freenome will be deemed to have consented in writing if it provides no acknowledgment of receipt within five business days after PCSC has made a request for such consent in writing and that the authorized representatives of Freenome prior to the Closing), PCSC will, and will cause its subsidiaries to, not do any of the following: |
• | adopt any amendments, supplements, restatements or modifications to the PCSC trust agreement, warrant agreement or the governing documents of PCSC or any of its subsidiaries; |
• | declare, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase any outstanding, any equity securities of PCSC or any of its subsidiaries; |
• | split, combine or reclassify any of its capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock; |
• | incur, create or assume any indebtedness or other liability; |
• | make any loans or advances to, or capital contributions in, any other person, other than to, or in, PCSC or any of its subsidiaries; |
• | issue any equity securities or grant any additional options, warrants or stock appreciation rights with respect to equity securities of PCSC or any of its subsidiaries; |
• | enter into, renew, modify or revise any PCSC related party transaction; |
• | engage in any activities or business, other than activities or business (i) in connection with or incident or related to such person’s organization, incorporation or formation, or continuing corporate (or similar) existence, (ii) contemplated by, or incident or related to, the Business Combination Agreement, any ancillary document thereto, the performance of covenants or agreements thereunder or the consummation of the transactions contemplated thereby or (iii) those that are administrative or ministerial, in each case, which are immaterial in nature; |
• | make, change or revoke any material tax election enter into any material tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver obtained in the ordinary course of business; |
• | authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; and |
• | enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement. |
• | using reasonable best efforts to consummate the Business Combination, including using reasonable best efforts to obtain the PIPE Financing on the terms and subject to the conditions set forth in the Subscription Agreements and to obtain, file with or deliver to, as applicable, any consents of any governmental entities or other persons necessary, proper or advisable to consummate the transactions contemplated by the Business Combination Agreement or the ancillary documents; |
• | notifying the other party in writing promptly after learning of any transaction litigation relating to the Business Combination Agreement, any ancillary document or any matters relating thereto and reasonably cooperate with one another in connection therewith; |
• | keeping certain information confidential in accordance with the existing non-disclosure agreement between the parties; |
• | providing each other with reasonable access to their respective directors, officers, books and records and properties; |
• | making relevant public announcements; |
• | using (and causing their respective affiliates to use) reasonable best efforts to cause the Domestication to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and for the Merger to qualify as an integrated transaction treated as a “reorganization” within the meaning of Section 368 of the Code; |
• | cooperating (and causing their respective affiliates to cooperate) fully in connection with certain tax matters and filings; and |
• | the preparation of this registration statement/proxy statement on Form S-4, including Freenome’s obligations to provide the required financial information or statements and customary pro forma financial statements for inclusion herein and in any other filings to be made by PCSC with the SEC in connection with the transactions contemplated by the Business Combination Agreement or any ancillary documents. |
• | by the mutual written consent of PCSC and Freenome; |
• | by PCSC, subject to certain exceptions, if any of the representations or warranties made by Freenome are not true and correct or if Freenome fails to perform or has otherwise breached any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the relevant conditions to the obligations of PCSC, as described in the section entitled “—Conditions to Closing of the Business Combination” above could not be satisfied (assuming the Closing occurred as of such date) and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) September 5, 2026; |
• | by Freenome, subject to certain exceptions, if any of the representations or warranties made by the PCSC Parties are not true and correct or if any PCSC Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the relevant conditions to the obligations of Freenome, as described in the section entitled “—Conditions to Closing of the Business Combination” above could not be satisfied (assuming the Closing occurred as of such date) and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) September 5, 2026; |
• | by either PCSC or Freenome, |
• | if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to September 5, 2026, unless the breach of any covenants or obligations under the Business Combination Agreement or any ancillary documents to the Business Combination Agreement to which the party seeking to terminate is a party by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement on or before September 5, 2026; |
• | if any governmental entity has issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement (including the Domestication and the Mergers) and such order or other action has become final and nonappealable; |
• | if the requisite approvals by the PCSC shareholders of the Condition Precedent Proposals are not obtained at the extraordinary general meeting (including any adjournment thereof); and |
• | by PCSC, if Freenome has not delivered, or caused to be delivered to PCSC, the Freenome Stockholder Written Consent or the Transaction Support Agreements as and when required under the Business Combination Agreement. |
• | have scientific or other competitive advantages in the markets in which they operate and ability to benefit from access to additional capital as well as PCSC’s industry relationships and expertise; |
• | are ready to be public companies, with strong management, corporate governance and reporting policies in place; |
• | will likely be well received by public investors and are expected to have good access to the public capital markets; |
• | have significant embedded and/or underexploited growth opportunities; |
• | exhibit unrecognized value or other characteristics that PCSC believes have been misevaluated by the market, based on PCSC’s rigorous analysis and scientific and business due diligence review; and |
• | will offer attractive risk-adjusted equity returns for PCSC shareholders. |
• | PCSC’s preliminary assessment of the target’s equity valuation; |
• | the strength, differentiation, and future prospects of the target’s pipeline, platform, or underlying scientific approach; and |
• | the target’s preparedness for a business combination and readiness to operate as a public company on an expeditious signing and closing timeline. |
• | PCSC’s directors’ and officers’ belief that Freenome was the most attractive opportunity that met PCSC’s key criteria, including due to its differentiated scientific and technological approach, its advancement toward meaningful near- and medium-term development or commercial milestones and the strength and experience of its management team; |
• | Freenome’s preparedness and willingness to devote appropriate resources to expeditiously negotiate and sign a definitive agreement, consummate a business combination, and transition to becoming a public company; |
• | the more advanced stage of engagement, discussions, and negotiations with Freenome, including substantial progress on key terms and conditions; and |
• | Freenome’s willingness to enter into a non-binding term sheet, with exclusivity, on terms PCSC’s directors and officers believed were attractive. |
• | the Business Combination will expand both the access to capital for Freenome and the range of investors potentially available as a public company, compared to the investors Freenome could otherwise gain access to if it continued to operate as a privately-held company; |
• | Freenome’s expected cash resources and need for additional capital to fund the development and commercialization of its product, and the uniqueness of this particular potential Business Combination, as the negotiated transaction will result in the infusion of capital from strategic healthcare investors at the time of Closing; |
• | the potential benefits from increased public market awareness of Freenome and its product and product candidates; |
• | the historical and current information concerning Freenome’s business, including its financial performance and condition, operations, management and research and development programs; |
• | the competitive nature of the industry in which Freenome operates; |
• | the Freenome Board’s fiduciary duties to Freenome’s stockholders; |
• | the Freenome Board’s belief that this transaction provides a viable public listing strategy and access to available capital, and addresses the risk of the lack of an available or unfavorable market for an initial public offering at a later date; |
• | the terms and conditions of the Business Combination Agreement; and |
• | the likelihood that the Business Combination will be consummated on a timely basis. |
• | the possibility that the Business Combination might not be completed in a timely manner or at all, and the potential adverse effect of the public announcement of the Business Combination on the reputation of Freenome and the ability of Freenome to obtain financing in the future in the event the Business Combination is not completed; |
• | the costs involved in connection with completing the Business Combination, the time and effort of Freenome management required to complete the Business Combination, the related disruptions or potential disruptions to Freenome’s business operations and future prospects, including its relationships with its employees, licensors, contract research organizations and partners and others that do business or may do business in the future with Freenome, and related administrative challenges associated with combining the companies; |
• | the additional expenses and obligations to which Freenome’s business will be subject following the Business Combination that Freenome has not previously been subject to, and the operational changes to Freenome’s business, in each case that may result from being a public company; |
• | the fact that the representations and warranties in the Business Combination Agreement do not survive the closing of the merger and the potential risk of liabilities that may arise post-closing; |
• | the risk that the current Public Shareholders of PCSC can redeem their PCSC Class A Shares for cash in connection with the consummation of the Business Combination, thereby reducing the amount of cash available to New Freenome following the consummation of the Business Combination; |
• | the possibility of litigation challenging the Business Combination; and |
• | various other risks associated with the combined organization and the merger, including the risks described in the section entitled “Risk Factors” in this prospectus. |
• | Dr. Hukkelhoven, an executive officer of the Perceptive PIPE Investor, is a director of Freenome. In light of her relationship with both Freenome and the Perceptive PIPE Investor, an affiliate of the Sponsor, and to avoid any potential conflicts of interest, Freenome formed the Freenome Strategic Transaction Committee. |
• | Upon the completion of the Business Combination, the following persons are expected to be appointed Executive Officers of New Freenome: Drs. Elliott and Lin and Messrs. Ennis and Le. For a description of these arrangements see “Management of New Freenome Following the Business Combination—Executive Officers.” |
• | In connection with the closing of the Business Combination, Dr. Elliott is expected to receive the Initial Equity Awards and Anti-Dilution Equity Awards. See “Executive Compensation—Employment Arrangements in Place Prior to the Business Combination for Named Executive Officers.” |
• | meetings with Freenome’s management team to understand and analyze Freenome’s business and prospects; |
• | legal due diligence conducted by Cooley; |
• | review of Freenome’s historical financial information; and |
• | review of the proposed structure of the Business Combination and drafts of definitive documents. |
• | Novel Technology for Early Cancer Detection, with Positive Data. Freenome’s commercial, flagship testing product, the SimpleScreen CRC v1, which is designed to deliver high sensitivity at the earliest and most treatable stages of colorectal cancer (CRC), is supported by the largest prospective study of its kind, PREEMPT CRC, which met all primary endpoints (topline readout completed in April 2024) and is designed to meet FDA requirements for a first-line label. Freenome has completed the premarket approval application submission for the SimpleScreen CRC v1 and expects FDA approval in 2026. |
• | Critical and Valuable Commercial Partnerships. The Special Committee and the PCSC Board believe that (i) Freenome’s exclusive U.S. license agreement with Exact Sciences, a leading provider of cancer screening and diagnostic tests, to commercialize SimpleScreen CRC and (ii) Freenome’s exclusive agreement with Roche to expand ongoing technology collaboration and develop and commercialize cancer screening tests outside the U.S., will accelerate market adoption of Freenome’s diagnostic tests and enhance Freenome’s overall screening platform to expedite the development of personalized screening tests for multiple types of cancer indications. For more information, see “Information about Freenome—Key Collaborations—Exact Collaboration and License Agreement.” |
• | Market Opportunity. The Special Committee and the PCSC Board believe that Freenome’s technology has a significant market opportunity. The Special Committee and the PCSC Board believe that Freenome has promising and differentiated diagnostic blood-based test programs, built off of the components of Freenome’s artificial intelligence and machine learning-based platform. |
• | Experienced Leadership Team. The Special Committee and the PCSC Board believe that Freenome has a proven and experienced team that is positioned to successfully lead New Freenome after the Business Combination and advance its diagnostic tests. |
• | Transaction Proceeds. Depending on the extent of redemptions by PCSC’s public shareholders and on the final amount of transaction expenses incurred in connection with the Business Combination, the Business Combination is expected to provide up to approximately $330 million of gross cash proceeds to New Freenome. This additional cash injection is expected to, among other things, fund New Freenome’s business plan through 2028 in all four redemption scenarios. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.” |
• | Opinion of the Special Committee’s Financial Advisor. The oral opinion of Scalar (subsequently confirmed in writing) rendered to the Special Committee on December 4, 2025, to the effect that, as of such date and based upon and subject to the Procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Scalar in preparing its opinion (attached as Annex L to this proxy statement/prospectus), the Consideration (as defined in such opinion) to be paid by PCSC to the Freenome Stockholders pursuant to the Business Combination Agreement was fair from a financial point of view to PCSC Class A Shareholders (other than the Excluded Parties) and PCSC, as more fully described below under the caption “Business Combination Proposal—Opinion of Scalar, LLC.” |
• | PIPE Equity Commitment. A group of institutional and accredited investors, including certain existing Freenome Stockholders and PCSC Shareholders, have committed $240.0 million in PIPE subscriptions, with those investors who are existing Freenome Stockholders (other than those investors who are existing PCSC Shareholders) subscribing for approximately $72.4 million of the PIPE Financing, those investors who are existing PCSC Shareholders (other than those investors who are existing Freenome Stockholders) subscribing for approximately $15.0 million of the PIPE Financing, those investors who are existing shareholders of both PCSC and Freenome (other than the Perceptive PIPE Investor) subscribing for approximately $52.6 million of the PIPE Financing, the Perceptive PIPE Investor subscribing for an aggregate of $55.0 million of the PIPE Financing, and those investors who are neither existing Freenome Stockholders nor existing PCSC Shareholders subscribing for $45.0 million of the PIPE Financing. This was |
• | Other Alternatives. The Special Committee and the PCSC Board believed, after a review of other business combination opportunities reasonably available to PCSC, that the proposed Business Combination represents the best potential business combination for PCSC based on its evaluation of Freenome and other potential business combination targets. |
• | Due Diligence. PCSC’s management team, with the assistance of PCSC’s financial, legal and regulatory advisors, conducted a due diligence review of Freenome including extensive telephonic and in-person meetings with the management team and advisors of Freenome regarding Freenome and its business plan, operations, prospects, evaluation analyses with respect to the Business Combination, review of material contracts, Freenome’s audited and unaudited financial statements and other material matters as well as general financial, technical, legal, intellectual property, regulatory, tax and accounting due diligence. |
• | Financial Condition. The Special Committee and the PCSC Board reviewed factors such as Freenome’s historical financial results, outlook and business and financial plans. In reviewing these factors, the Special Committee and the PCSC Board believe that Freenome is well positioned in its industry for potential strong future growth and therefore is likely to be positively viewed by public investors. |
• | Reasonableness of Consideration. Following a review of the financial data provided to PCSC, the due diligence of Freenome’s business conducted by PCSC’s management, PCSC’s advisors and the Special Committee’s advisors, including the fairness opinion delivered to the Special Committee by Scalar, and the support for the pre-transaction equity value of Freenome of $725 million that was expressed by PIPE Investors that decided to participate in the PIPE Financing, the management of PCSC determined that the aggregate consideration to be paid in the Business Combination was reasonable. |
• | Negotiated Transaction. The Special Committee and the PCSC Board considered the terms and conditions of the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including each party’s representations, warranties and covenants, the conditions to each party’s obligation to consummate the Business Combination and the termination provisions of the Business Combination Agreement, as well as the strong commitment by both PCSC and Freenome to complete the Business Combination. The Special Committee and the PCSC Board also considered the financial and other terms of the Business Combination Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between PCSC and Freenome. |
• | Post-Closing Economic Interest in New Freenome. If the Business Combination is consummated, PCSC’s shareholders (other than the public shareholders that sought redemption of their public shares) would have a meaningful economic interest in New Freenome and, as a result, would have a continuing opportunity to benefit from the success of New Freenome following the consummation of the Business Combination. |
• | Lock-Up. Pursuant to the Lock-up Agreement and subject to customary exceptions set forth therein, the shares of New Freenome Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of PCSC and New Freenome (including any shares of New Freenome Common Stock issued pursuant to the PIPE Financing or shares of New Freenome Common Stock issued pursuant to the Business Combination Agreement) will be subject to a six-month lock-up period beginning on the Closing Date. |
• | Industry and Trends. Freenome’s business approach combines a multiomics platform that analyzes multiple signals in the blood with artificial intelligence and machine learning to tune into cancer’s subtlest clues, even at the earliest stages of the disease. The Special Committee and the PCSC Board consider Freenome’s novel approach towards cancer detection attractive, and, following a review of industry trends and other industry factors (including, among other things, historic and projected market growth), believe it has continued growth potential in future periods. |
• | Advisor Special Purpose Acquisition Company Experience. The fact that PCSC received advice on financial and strategic matters in connection with the Business Combination from advisors that have expertise in a wide |
• | Macroeconomic Risks. The risk that the future financial performance of Freenome may not meet the Special Committee’s and the PCSC Board’s expectations due to factors in Freenome’s control or outside of its control. |
• | Regulation. The risk that changes in the regulatory and legislative landscape or new industry developments may adversely affect the financial results and the other business benefits anticipated to result from the Business Combination. |
• | Redemption Risk. The potential that a significant number of public shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Existing Governing Documents. However, even in the event that a significant number of public shareholders elect to redeem their shares, this redemption would not be expected to, on its own, prevent the consummation of the Business Combination. |
• | Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe. |
• | Exclusivity. The fact that the Business Combination Agreement includes an exclusive dealing provision that prohibits PCSC from soliciting or cooperating with other business combination proposals, which restricts PCSC’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations. In addition, under the Business Combination Agreement, unless required by applicable law, the PCSC Board may not modify or withdraw in a manner adverse to Freenome its recommendation to the PCSC shareholders to vote in favor of the Business Combination Proposal and the other proposals set forth in this proxy statement/prospectus. |
• | Shareholder Vote. The risk that PCSC’s shareholders may fail to provide the votes necessary to effect the Business Combination. |
• | Market Volatility. The possibility that the market for PCSC Class A Shares experiences volatility and disruptions, causing deal disruption. |
• | Liquidation of PCSC. The risks and costs to PCSC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in PCSC being unable to effect a business combination by June 13, 2026, unless otherwise extended, and force PCSC to liquidate. |
• | Closing Conditions. The potential risks and costs associated with the Business Combination failing to be consummated in a timely manner or that Closing might not occur despite the reasonable best efforts of the parties. The completion of the Business Combination is conditioned on the satisfaction of certain Closing conditions that are not within PCSC’s control, including but not limited to approval by PCSC shareholders. See “Business Combination Proposal—Conditions to Closing of the Business Combination” for more information. |
• | Listing Risks. The challenges associated with preparing Freenome, a privately held entity, for the applicable disclosure, controls and listing requirements to which New Freenome will be subject as a publicly traded company on Nasdaq or another stock exchange. |
• | Fees and Expenses. The expected fees and expenses associated with the Business Combination and related transactions, some of which would be payable regardless of whether the Business Combination is ultimately consummated, and the substantial time and effort of management required to complete the Business Combination. |
• | Litigation Related to the Business Combination. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination. |
• | Interests of Certain Persons. The Special Committee was aware that the Perceptive PIPE Investor is an investor in Freenome. The Special Committee was also aware that the Sponsor, the Perceptive PIPE Investor, and PCSC’s officers, and directors may have interests in the Business Combination that are in addition to, and that may be different from, the interests of unaffiliated PCSC shareholders. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders. Such interests are described in more detail under the caption “The Business Combination—Interests of the Sponsor, the Perceptive PIPE Investor, and PCSC’s Directors and Officers in the Business Combination.” The PCSC Board took several steps to mitigate these potential conflicts of interest, including establishing the Special Committee, comprised of three independent directors of PCSC, and requiring Special Committee approval of the Business Combination as a condition precedent to the PCSC Board’s approval of the Business Combination. The Special Committee also engaged Scalar to render an opinion and engaged Ropes & Gray and Maples as separate legal counsel to the Special Committee. Additionally, the Perceptive PIPE Investor’s designee on the Freenome Board recused herself from Freenome Board discussions regarding the Business Combination. |
• | Public Shareholders Will Have a Minority Ownership Interest in New Freenome. The fact that current public shareholders will experience immediate dilution as a consequence of the issuance of New Freenome Common Stock as consideration in the Business Combination and, as a result, such public shareholders will collectively own a minority interest in New Freenome after the Closing. As redemptions increase, the overall percentage ownership and voting percentage held by the Freenome stockholders, the Sponsor, the Perceptive PIPE Investor and the PIPE Investors will increase as compared to the overall percentage ownership and voting percentage held by public shareholders, thereby increasing dilution to public shareholders. Having a minority ownership interest may reduce the influence that current public shareholders have on the management of New Freenome. For more information, see “The Business Combination—Equity Ownership Upon Closing” and “Dilution.” |
• | Absence of Possible Structural Protections for Minority Shareholders. The PCSC Board took several steps to mitigate potential conflicts of interest, including requiring Special Committee approval of the Business Combination as a condition precedent to the PCSC Board’s approval of the Business Combination. However, other possible structural protections were not put in place. For example, |
• | Other Risks. Various other risks associated with the Business Combination, the business of PCSC and the business of Freenome described under the section entitled “Risk Factors.” |
• | PCSC: The PCSC Board and the Special Committee determined that the Business Combination presents an attractive business opportunity in light of a variety of factors, including but not limited to Freenome’s novel technology for early cancer detection, critical and valuable commercial partnerships, commercialization strategy, market opportunity, experienced leadership team, and the existence and size of the PIPE Financing. The Special Committee also reviewed the financial analysis and opinion of Scalar to the effect that, as of December 4, 2025 and based upon and subject to the assumptions, limitations, qualifications and other |
• | Sponsor and the Perceptive PIPE Investor: The Sponsor and the Perceptive PIPE Investor expect to receive substantial consideration in the Business Combination, including the following shares, calculated assuming the Aggregate Transaction Proceeds Condition Redemptions Scenario: (i) 2,066,250 shares of New Freenome Common Stock upon the exchange of 2,066,250 PCSC Class B Shares in the Domestication, which were initially purchased by the Sponsor prior to PCSC’s initial public offering for approximately $0.01 per share, and which will be voluntarily converted on a one-for-one basis into PCSC Class A Shares immediately prior to the Domestication, which will then automatically convert at the effective time of the Domestication into an equal number of shares of New Freenome Common Stock, valued at $10 per share, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement, (ii) 286,250 shares of New Freenome Common Stock upon the exchange of 286,250 PCSC Class A Shares in the Domestication, which were initially purchased in a private placement that closed concurrently with PCSC’s initial public offering for $10 per share, which will automatically convert at the effective time of the Domestication into an equal number of shares of New Freenome Common Stock valued at $10 per share, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement, (iii) 5,500,000 shares of New Freenome Common Stock, which is equal to the Perceptive PIPE Investor’s $55 million PIPE Financing divided by $10, the price per share of New Freenome Common Stock to be issued pursuant to the PIPE Financing, and (v) an estimated 5,615,003 shares of New Freenome Common Stock upon the exchange of Freenome capital stock in the First Merger held by the Perceptive PIPE Investor, which is determined by reference to the estimated Conversion Ratio using the assumed per share price of $10 in the Business Combination pursuant to the Business Combination Agreement. The Sponsor and its affiliates, including Perceptive Advisors, LLC, are also entitled to continued indemnification by New Freenome following the Closing pursuant to the terms of the Business Combination Agreement. The Sponsor is also entitled to the repayment of any Working Capital Lonas made by the Sponsor (of which there are none as of the date of this proxy statement/prospectus) and the payment of $15,000 per month by PCSC to the Sponsor for office space, secretarial and administrative services pursuant to the Administrative Services and Indemnification Agreement dated June 11, 2024, by and between PCSC and the Sponsor. For more information, see “— Compensation to be Received by the Sponsor, the Perceptive PIPE Investor, and PCSC’s Officers and Directors in Connection with the Business Combination and PIPE Financing.” The Sponsor will only be able to realize a return on their equity in PCSC (which may be materially higher than the return realized by public shareholders) if PCSC completes a business combination. In addition, the Sponsor faces potential detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or the Sponsor’s role in the Business Combination, and the risk that if the Business Combination is not achieved, PCSC may be unable to consummate a business combination and be forced to liquidate, resulting in the Sponsor’s investment being worthless. |
• | PCSC Independent Directors: PCSC’s independent directors (Messrs. McKenna, Song and Waksal) each own 30,000 PCSC Class B Shares, which will be exchanged for 30,000 shares of New Freenome Common Stock in the Domestication. Such persons have waived any claim against the trust account for redemption of such PCSC Class B Shares. PCSC’s independent directors are also entitled to the repayment of any out-of-pocket expenses (of which there are none as of the date of this proxy statement/prospectus). Accordingly, in the event that PCSC liquidates, the PCSC independent directors may lose their entire investment. In addition, the PCSC directors face potential detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or such directors’ roles in the Business Combination. |
• | Freenome: The Freenome Board and the Freenome Strategic Transaction Committee determined that the Business Combination presents an attractive business opportunity in light of certain factors, including that the Business Combination will expand both the access to capital for Freenome and the range of investors potentially available to Freenome as a public company, and taking into account Freenome’s expected cash resources and need for additional capital to fund the development of its diagnostic tests, and the uniqueness of this particular potential Business Combination, as the negotiated transaction will result in the infusion of capital at the time of Closing. The Freenome Strategic Transaction Committee and Freenome Board also considered the potential detriments of the Business Combination to Freenome, including the possibility that the Business Combination might not be completed in a timely manner or at all, the uncertainty of the potential benefits of the Business Combination being achieved, the costs involved in connection with completing the Business Combination, and the time and effort of Freenome management required to complete the Business Combination. For more information, see “— Freenome’s Reasons for the Business Combination” and various risks described under the section entitled “Risk Factors.” |
• | reviewed a draft of the agreed form, dated November 12, 2025, of the Sponsor Letter Agreement; |
• | reviewed a draft, dated December 3, 2025, of the Business Combination Agreement; |
• | reviewed a draft, dated November 3, 2025, of the Investor Subscription Agreements (the drafts described in these first three bullets, the “Reviewed Transaction Documents”); |
• | reviewed certain publicly available business and financial information relating to PCSC and the Company; |
• | reviewed certain historical financial information and other data relating to the Company that were provided to Scalar by the management of PCSC, approved for our use by PCSC and not publicly available; |
• | reviewed certain management data relating to the business prospects of the Company that were provided to Scalar by the management of PCSC, approved for Scalar’s use by PCSC and not publicly available; |
• | conducted discussions with members of the senior management of the Company concerning the business, operations, historical financial results and financial prospects of the Company and its addressable market and the Business Combination; |
• | reviewed current and historical market prices of the PCSC Class A Shares; |
• | reviewed certain financial and market data of the Company and compared that data with publicly available data for certain other companies similar to Freenome; |
• | reviewed certain pro forma effects relating to the Business Combination, including estimated transaction costs and the effects of anticipated financings, approved for Scalar’s use by PCSC; and |
• | conducted such other financial studies, analyses and investigations, and considered such other information, as Scalar deemed necessary or appropriate. |
• | Licensor enterprise value as of seven days prior to announcement, or “Licensor EV Pre-Announcement”; |
• | Licensor enterprise value as of 30 days post-announcement, or “Licensor EV Post-Announcement”; |
• | The announced nominal value of the potential license payments the licensor could receive pursuant to the license agreement, or “Potential License Payments”; |
• | The change in enterprise value between the Licensor EV Pre-Announcement and the Licensor EV Post-Announcement, or “Change in EV”; and |
• | The Change in EV divided by the Potential License Payments, or “Implied Multiple.” |
($ in thousands) Selected Licensors | Date | Licensor EV Pre-Announcement | Licensor EV Post-Announcement | Potential License Payments | Change in EV | Implied Multiple | ||||||||||||
Rani Therapeutics, LLC | 10/19/25 | $25,382 | $186,707 | $185,000 | $161,325 | 0.87x | ||||||||||||
Arrowhead Pharmaceuticals, Inc. | 09/02/25 | $2,628,202 | $4,483,618 | $2,200,000 | $1,855,416 | 0.84x | ||||||||||||
IDEAYA Biosciences, Inc. | 09/02/25 | $1,186,953 | $1,392,039 | $530,000 | $205,086 | 0.39x | ||||||||||||
BioArctic AB (publ) | 08/26/25 | $2,100,615 | $2,523,069 | $802,000 | $422,454 | 0.53x | ||||||||||||
Jazz Pharmaceuticals plc | 08/20/25 | $10,798,568 | $11,476,733 | $1,035,000 | $678,165 | 0.66x | ||||||||||||
Kymera Therapeutics, Inc. | 06/25/25 | $2,252,135 | $2,440,795 | $750,000 | $188,660 | 0.25x | ||||||||||||
Agenus Inc. | 06/03/25 | $133,828 | $202,918 | $141,000 | $69,090 | 0.49x | ||||||||||||
Bio-Thera Solutions, Ltd. | 02/10/25 | $1,098,540 | $1,169,853 | $164,500 | $71,312 | 0.43x | ||||||||||||
Valneva SE | 12/19/24 | $360,695 | $392,508 | $41,300 | $31,813 | 0.77x | ||||||||||||
• | Freenome’s research and development expense for annual periods, or “R&D Expense”; |
• | The estimated required rate of return on R&D Expense, or “Yearly Return”; |
• | The product of Time Elapsed and Yearly Return, or “Total Expected Return”; |
• | The product of R&D Expense and Total Expected Return, or “Entrepreneurial Incentive”; and |
• | The sum of the R&D Expense and the Entrepreneurial Incentive, or “Cost to Recreate” |
Period Ending* | ($ in thousands) R&D Expense | Time Elapsed (years) | Yearly Return | Total Expected Return | Entrepreneurial Incentive | Cost to Recreate | ||||||||||||
December 31, 2021 | $147,123 | 3.9 | 25.0% | 97.9% | $144,058 | $291,181 | ||||||||||||
December 31, 2022 | $164,151 | 2.9 | 25.0% | 72.9% | $119,693 | $283,844 | ||||||||||||
December 31, 2023 | $228,255 | 1.9 | 25.0% | 47.9% | $109,372 | $337,627 | ||||||||||||
December 31, 2024 | $225,749 | 0.9 | 25.0% | 22.9% | $51,734 | $277,483 | ||||||||||||
June 30, 2025 | $94,866 | 0.4 | 25.0% | 10.4% | $9,882 | $104,748 | ||||||||||||
* | All periods begin January 1 of the respective year |
• | The estimated period over which the applicable asset is expected to contribute a company’s future cash flows before becoming obsolete, or “Useful Life”; and |
• | The inverse of the Useful Life, or “Annual Obsolescence” |
Acquired Company | Transaction Year | Useful Life | Annual Obsolescence | ||||||
Curetis N.V. | 2020 | 10 | 10.0% | ||||||
Genomic Health, Inc. | 2019 | 10 | 10.0% | ||||||
HD Biosciences Co., Ltd. | 2017 | 10 | 10.0% | ||||||
Ipsogen SA | 2011 | 10 | 10.0% | ||||||
Boston Biochem, Inc. | 2011 | 12 | 8.3% | ||||||
Acquired Company | Transaction Year | Useful Life | Annual Obsolescence | ||||||
Tocris Holdings Ltd. | 2011 | 15 | 6.7% | ||||||
Astex Therapeutics Ltd. | 2011 | 7 | 14.3% | ||||||
SABiosciences Corporation | 2009 | 10 | 10.0% | ||||||
Fisher Scientific International Inc. | 2006 | 9 | 11.1% | ||||||
Medicis Pharmaceutical Corp. | 2012 | 5 | 20.0% | ||||||
• | 100% less the product of Time Elapsed, rounded to the nearest integer, and the Annual Obsolescence, or “Obsolescence Adjustment”; and |
• | The product of the Cost to Recreate and Obsolescence Adjustment, or “Total Cost to Recreate” |
Period Ending* | ($ in thousands) Cost to Recreate | Time Elapsed | Annual Obsolescence | Obsolescence Adjustment | Total Cost to Recreate | ||||||||||
December 31, 2021 | $291,181 | 3.9 | 17.5% | 30.0% | $87,354 | ||||||||||
December 31, 2022 | $283,844 | 2.9 | 17.5% | 47.5% | $134,826 | ||||||||||
December 31, 2023 | $337,627 | 1.9 | 17.5% | 65.0% | $219,458 | ||||||||||
December 31, 2024 | $277,483 | 0.9 | 17.5% | 82.5% | $228,924 | ||||||||||
June 30, 2025 | $104,748 | 0.4 | 17.5% | 100.0% | $104,748 | ||||||||||
Plus: Pro Forma Net Cash | $551,710,764 | ||||||||||||||
Total | $1,327,020,205 | ||||||||||||||
* | All periods begin January 1 of the respective year |
# of shares | Value* | |||||
PCSC Class A Shares | 8,625,000 | $91,550,674 | ||||
PCSC Class B Shares | 2,156,250 | 22,887,668 | ||||
PCSC Class A Private Placement Shares | 286,250 | 3,038,421 | ||||
Company Shares (“Consideration”) | 76,234,625 | 809,197,836 | ||||
Roche Investment Shares | 6,370,313 | 67,618,134 | ||||
# of shares | Value* | |||||
Perceptive PIPE Investment Shares | 2,500,000 | 26,536,427 | ||||
RA Capital PIPE Investment Shares | 5,000,000 | 53,072,854 | ||||
Third-Party PIPE Investment Shares | 17,500,000 | 185,754,991 | ||||
Cash transaction expenses | N/A | 17,625,000 | ||||
Fully-Diluted Value of Transaction Consideration | 118,672,438 | $1,259,657,005 | ||||
* | Value is the product of the # of shares and $10.6145709 |
Implied Pro Forma Value per share of New Freenome Common Stock | |||||||||
Low | Middle | High | |||||||
Average of Pro Forma Value per share of New Freenome Common Stock derived from the licensing agreement multiples analysis and cost to recreate analysis | $9.89 | $10.73 | $11.65 | ||||||
• | the fact that the Sponsor invested in PCSC an aggregate of $2,887,500, comprised of the $25,000 purchase price for 2,156,250 PCSC Class B Shares, or approximately $0.01 per share, and the $2,862,500 purchase price for 286,250 private placement shares at a purchase price of $10.00 per share. Subsequent to the initial purchase of the PCSC Class B Shares by the Sponsor, the Sponsor transferred 30,000 PCSC Class B Shares, to each of PCSC’s three independent directors, being Mark C. McKenna, Kenneth Song M.D., and Harlan W. Waksal, M.D. Such shares will have a significantly higher value at the time of the Business Combination or be worthless if the Business Combination is not consummated and PCSC is liquidated. Assuming a trading price of $13.58 per share of New Freenome Common Stock (based upon the closing price of the PCSC Class A Shares on the Nasdaq Capital Market on January 6, 2026), such 2,442,500 shares of New Freenome Common Stock that are expected to be issued to our initial shareholders at Closing would have an implied aggregate market value of $33.12 million (based upon the closing price of the PCSC Class A Shares on January 6, 2026). However, given that such shares of New Freenome Common Stock will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, PCSC believes such shares of New Freenome Common Stock have less value. Even if the trading price of the New Freenome Common Stock were as low as approximately $1.19 per share, the aggregate market value of such shares of New Freenome Common Stock held by the initial shareholders would be approximately equal to the initial investment in PCSC by the initial shareholders. Therefore, the Sponsor and its affiliates could earn a positive rate of return on their investments, even if other PCSC shareholders experience a negative rate of return in New Freenome and PCSC’s directors and officers and the Sponsor may have a conflict of interest in determining whether a particular business is an appropriate business with which to effectuate an initial business combination; |
• | the fact that, as a result of the low purchase price paid for the PCSC Class B Shares, if the Business Combination is completed, the Sponsor and PCSC’s independent directors (Messrs. McKenna, Song and Waksal) are likely to be able to make a substantial profit on their investment in PCSC even at a time when the New Freenome Common Stock has lost significant value. Accordingly, the economic interests of the Sponsor and PCSC’s independent directors diverge from the economic interests of public shareholders because the Sponsor and PCSC’s independent directors will realize a gain on its investment from the completion of any business combination while public shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share; |
• | the fact that the initial shareholders have agreed not to redeem any PCSC Shares held by them in connection with a shareholder vote to approve a Business Combination; |
• | the fact that the initial shareholders have agreed to vote any PCSC Shares owned by them in favor of the Business Combination Proposal; |
• | the fact that the initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to any PCSC Shares (other than public shares subsequently acquired by them) held by them if the Business Combination is not approved and PCSC fails to complete the Business Combination by June 13, 2026; |
• | the fact that the Business Combination Agreement provides for the continued indemnification of PCSC’s existing directors and officers and requires PCSC to purchase, or cause to be purchased, at or prior to the Effective Time, and New Freenome to maintain in effect for a period of six years after the Effective Time, a “tail” policy providing directors’ and officers’ liability insurance coverage for certain PCSC directors and officers after the Business Combination; |
• | the fact that the Sponsor and PCSC’s officers and directors will lose their entire investment in PCSC and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses incurred on PCSC’s behalf related to identifying, investigating, negotiating and completing an initial business combination if the Business Combination is not consummated by June 13, 2026. As of the date of this proxy statement/prospectus, PCSC does not owe the Sponsor any outstanding sums pursuant to any working capital loans, promissory notes, the existing administrative services and indemnification agreement between PCSC and the Sponsor, or otherwise; |
• | the fact that, in connection with the Closing and immediately prior to the Effective Time, the Sponsor may elect to contribute Working Capital Loans, of up to $3,000,000, to PCSC in exchange for Working Capital Shares, which are convertible at the option of the Sponsor into shares of New Freenome Common Stock, at a conversion price of $10.00 per share; |
• | the fact that if the trust account is liquidated, including in the event PCSC is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify PCSC to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account, by the claims of prospective target businesses with which PCSC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to PCSC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; |
• | the fact that if the Business Combination or another business combination is not consummated by June 13, 2026, PCSC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding PCSC Class A Shares for cash and, subject to the approval of its remaining shareholders and the PCSC Board, liquidating and dissolving; |
• | the fact that the Investor Rights Agreement was entered into with the initial shareholders, the Perceptive PIPE Investor and certain Freenome stockholders, which, among other things, (a) gives the initial shareholders, the Perceptive PIPE Investor and certain Freenome stockholders certain registration rights, including the right to have the offer and sale of their shares of New Freenome Common Stock registered on a resale registration statement to be filed by New Freenome shortly after the consummation of the Business Combination; |
• | the fact that the Sponsor Letter Agreement was executed with the initial shareholders, pursuant to which the initial shareholders, among other things, waive all adjustments to the conversion ratio set forth in the Existing Governing Documents with respect to the PCSC Class B Shares, and agree to be bound by certain transfer restrictions with respect to PCSC Shares prior to the consummation of the Business Combination, in each case subject to the terms and conditions set forth therein. No consideration has been or will be paid to PCSC, Freenome or the initial shareholders in connection with the entry into the Sponsor Letter Agreement; |
• | the fact that the Perceptive PIPE Investor has entered into a subscription agreement to purchase 5,500,000 shares in the PIPE Financing, subject to the terms and conditions set forth in the Subscription Agreement executed by the Perceptive PIPE Investor. For more information on the assumptions underlying the number of shares described in the foregoing as being issuable on the Closing Date, please see “Risk Factors—Risks Related to the Business Combination and PCSC—PCSC shareholders will experience immediate dilution as a consequence of the issuance of New Freenome Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that PCSC’s current shareholders have on the management of New Freenome;” |
• | the fact that the Perceptive PIPE Investor, which is an affiliate of the Sponsor and certain of PCSC’s directors and officers, has a fully diluted equity ownership stake in Freenome of 7.89% (representing shares of Series B, C, D and F Freenome Preferred Stock), which, assuming a no redemption scenario, will convert into 5,615,003 shares of New Freenome Common Stock, or an approximately 12.04% equity stake in New Freenome in connection with the Business Combination. PCSC estimates that, at the Closing, if unrestricted and freely tradeable, such shares would be valued at approximately $184.1 million, based on the $13.58 closing price of the PCSC Class A Shares on January 6, 2026. However, given that such shares of New Freenome Common Stock will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, PCSC believes such shares have less value. See the assumptions underlying such ownership percentages described in the section entitled “Beneficial Ownership of Securities” and more information to consider under “Risk Factors—Risks Related to the Business Combination and PCSC—PCSC shareholders will experience immediate dilution as a consequence of the issuance of New Freenome Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that PCSC’s current shareholders have on the management of New Freenome.” Actual number of shares of New Freenome Common Stock issuable on the Closing Date will be determined pursuant to the terms of the Subscription Agreements and the Business Combination Agreement, as applicable; |
• | the fact that Dr. Hukkelhoven, an executive officer of the Perceptive PIPE Investor, is a director of Freenome; |
• | the fact that Joseph Edelman, Adam Stone, Michael Altman and Sam Cohn are affiliated with the Perceptive PIPE Investor; |
• | the right of the Sponsor and the Perceptive PIPE Investor to hold shares of New Freenome Common Stock following the Business Combination, subject to the terms and conditions of the lock-up restrictions; and |
• | the fact that PCSC may be entitled to distribute or pay over funds held by PCSC outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing. |
Securities to be Received | Other Compensation | |||||
The Sponsor | Assuming the Aggregate Transaction Proceeds Condition Redemptions Scenario: (i) 2,066,250 shares of New Freenome Common Stock upon the exchange of 2,066,250 PCSC Class B Shares in the Domestication, which were initially purchased prior to PCSC’s initial public offering for approximately $0.01 per share and (ii) 286,250 shares of New Freenome Common Stock upon the exchange of 286,250 PCSC Class A Shares in the Domestication, which were initially purchased in a private placement that closed concurrently with PCSC’s initial public offering at a price of $10.00 per | Reimbursement for Working Capital Loans to PCSC. To date, PCSC has no outstanding borrowings under Working Capital Loans. $15,000 per month through the Closing for office space, secretarial and administrative services. As of December 31, 2025, PCSC incurred $180,000 in fees for these services, of which such amount is included in accrued expenses in PCSC’s balance sheet as of December 31, 2025. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. | ||||
Securities to be Received | Other Compensation | |||||
share. | ||||||
Perceptive PIPE Investor | Assuming the Aggregate Transaction Proceeds Condition Redemptions Scenario: (i) 5,500,000 shares of New Freenome Common Stock purchased by the Perceptive PIPE Investor for $10.00 per share in the PIPE Financing, for an aggregate amount of $55.0 million, and (iii) 5,615,003 shares of New Freenome Common Stock upon the exchange of Freenome capital stock in the First Merger, which is determined by reference to the Exchange Ratio. | Continued indemnification after the Business Combination. | ||||
PCSC’s independent directors (Messrs. McKenna, Song and Waksal) | Each will receive 30,000 shares of New Freenome Common Stock upon the exchange of 30,000 PCSC Class B Shares held by them in the Domestication, which shares were issued to them as consideration for services rendered to PCSC. | Reimbursement for Working Capital Loans to PCSC. To date, PCSC has no outstanding borrowings under Working Capital Loans. Reimbursement for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. | ||||
• | Prominence, Predictability, and Flexibility of Delaware Law. For many years Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as Freenome’s. |
• | Well-Established Principles of Corporate Governance. There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. We believe such clarity would be advantageous to New Freenome, its board of directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for New Freenome’s stockholders from possible abuses by directors and officers. |
• | Increased Ability to Attract and Retain Qualified Directors. Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and stockholders alike. New Freenome’s incorporation in Delaware may make New Freenome more attractive to future candidates for our board of directors, because many such candidates are already familiar with Delaware corporate law from their past business experience. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws—especially those relating to director indemnification (as discussed below)—draw such qualified candidates to Delaware corporations. Our board of directors therefore believes that providing the benefits afforded directors by Delaware law will enable New Freenome to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our stockholders from possible abuses by directors and officers. |
1. | Name Change: Change our name from Perceptive Capital Solutions Corp to “Freenome, Inc.” |
2. | Corporate Purpose: Provide that the purpose of the post-combination company is “to engage in any lawful act or activity for which corporations may be organized under the DGCL” and to delete all provisions pertaining to a blank-check company. |
3. | Authorized Shares: Provide for a single class of common stock of New Freenome, entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote (other than certain amendments relating to preferred stock) and provide for a capital structure of Freenome that will enable it to continue as an operating company governed by the DGCL. The capital structure of PCSC will be changed from (i) 479,000,000 PCSC Class A Shares, 20,000,000 PCSC Class B Shares and 1,000,000 preference shares to (ii) 1,000,000,000 shares of New Freenome Common Stock and 10,000,000 shares of undesignated New Freenome preferred stock. |
4. | Exclusive Forum Provisions: Establish that, unless New Freenome consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New Freenome, (ii) any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of New Freenome to New Freenome or New Freenome’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Proposed Certificate of Incorporation or the Proposed Bylaws (including the interpretation, validity or enforceability thereof) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine; provided, however, that the exclusive forum provision will not apply to any causes of action arising under the Securities Act, or the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. Unless New Freenome consents in writing to the selection of an alternative forum, the federal district courts of the U.S. shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, the Exchange Act, or the respective rules and regulations promulgated thereunder. |
5. | Adoption of Supermajority Vote Requirement in certain instances: Establish that the Proposed Bylaws may be amended by the New Freenome Board or by the stockholders by the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding shares of capital stock entitled to vote on such amendment, voting as a single class; provided that if the New Freenome Board recommends that stockholders approve such amendment, it shall only require a majority vote. |
6. | Removal of Directors: Provide that any director may be removed only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, subject to the rights, if any, of any series of New Freenome preferred stock. |
7. | Action by Written Consent of the Stockholders: Eliminate the right of stockholders to act by written consent. |
8. | Provisions Related to Status as Blank Check Company: Provide for certain amendments to better reflect New Freenome’s existence as an operating company. For example, the Proposed Certificate of Incorporation would remove the requirement to dissolve New Freenome and allow it to continue as a corporate entity with perpetual existence following the consummation of the Business Combination. |
1. | Names Change: Currently, our name is Perceptive Capital Solutions Corp. The PCSC Board believes the name of the post-combination company should more closely align with the name of the post-Business Combination operating business and therefore has proposed the name change. |
2. | Corporate Purpose: The PCSC Board believes this change is appropriate to remove language applicable to a blank check company. |
3. | Authorized Shares: The principal purpose of this proposal is to provide for an authorized capital structure of New Freenome that will enable it to continue as an operating company governed by the DGCL. The PCSC Board believes that it is important for New Freenome to have available for issuance a number of authorized shares of common stock and preferred stock sufficient to support its growth and to provide flexibility for future corporate needs. |
4. | Exclusive Forum Provisions: Adopting Delaware as the exclusive forum for certain stockholder litigation is intended to assist New Freenome in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. The PCSC Board believes that the Delaware courts are best suited to address disputes involving such matters given that after the Domestication, New Freenome will be incorporated in Delaware. Delaware law generally applies to such matters and the Delaware courts have a reputation for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes, which help provide relatively quick decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders and the post-combination company with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state or, if applicable, federal courts located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions. The choice of forum provision is intended to apply to the fullest extent permitted by law to the above-specified types of actions and proceedings, including any derivative actions asserting claims under state law or the federal securities laws, and is intended to require, in each case, to the fullest extent permitted by law, that (i) any Securities Act claims be brought in the federal district courts of the U.S. in accordance with the choice of forum provision and (ii) suits brought to enforce any duty or liability created by Exchange Act be brought in the U.S. District Court for the District of Delaware. The provision does not apply to any direct claims brought by New Freenome’s shareholders on their own behalf, or on behalf of any class of similarly situated shareholders, under the Exchange Act. In addition, this amendment would promote judicial fairness and avoid conflicting results, as well as make New Freenome’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery. |
5. | Adoption of Supermajority Vote Requirement in certain instances: The Existing Governing Documents provide that amendments may be made by a special resolution under the Cayman Companies Act, being the affirmative vote of at least two-thirds of the issued and outstanding PCSC Shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting (provided that Article 17.5 may only be amended by a special resolution passed by holders representing at least two-thirds of the outstanding PCSC Class B Shares and any only the Class B Shareholders carry the right to vote on any special resolution required to amend the constitutional documents of PCSC or to adopt new constitutional documents of PCSC in each case as a result of PCSC approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). |
6. | Removal of Directors: The Existing Governing Documents provide that before a business combination, holders of PCSC Class B Shares may appoint or remove any director, and that after a business combination, shareholders may by ordinary resolution appoint or remove any director. Under the DGCL, unless a company’s certificate of incorporation provides otherwise, removal of a director only for cause is automatic with a classified board, provided that any director may be removed only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, subject to the rights, if any, of any series of preferred stock. The PCSC Board believes that such a standard will (i) increase board continuity and the likelihood that experienced board members with familiarity of New Freenome’s business operations would serve on the board at any given time and (ii) make it more difficult for a potential acquiror or other person, group or entity to gain control of the New Freenome Board. |
7. | Action by Written Consent of the Stockholders: Under the Proposed Certificate of Incorporation, New Freenome’s stockholders will have the ability to propose items of business (subject to the restrictions set forth therein) at duly convened stockholder meetings. Eliminating the right of stockholders to act by written consent limits the circumstances under which stockholders can act on their own initiative to remove directors, or alter or amend New Freenome’s governing documents outside of a duly called special or annual meeting of the stockholders of New Freenome. Further, the PCSC Board believes continuing to limit stockholders’ ability to act by written consent will (i) reduce the time and effort the New Freenome Board and management would need to devote to stockholder proposals, which time and effort could distract New Freenome’s directors and management from other important company business and (ii) facilitate transparency and fairness by allowing all stockholders to consider, discuss, and vote on pending stockholder actions. In addition, the elimination of the stockholders’ ability to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the board of directors only at a duly called special or annual meeting. However, this proposal is not in response to any effort of which PCSC is aware to obtain control of New Freenome, and PCSC and its management do not presently intend to propose other anti-takeover measures in future proxy solicitations. Further, the PCSC Board does not believe that the effects of the elimination of stockholder action by written consent will create a significant impediment to a tender offer or other effort to take control of New Freenome. Inclusion of these provisions in the Proposed Certificate of Incorporation might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the board of directors and thereby help protect stockholders from the use of abusive and coercive takeover tactics. |
8. | Provisions Related to Status as Blank Check Company: The PCSC Board believes that making corporate existence perpetual is desirable to reflect the Business Combination with Freenome. Additionally, perpetual existence is the usual period of existence for corporations, and the PCSC Board believes that it is the most appropriate period for PCSC following the Business Combination. The elimination of certain provisions related to PCSC’s status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, the Proposed Certificate of Incorporation does not include the requirement to dissolve New Freenome and allow it to continue as a corporate entity with perpetual existence following the consummation of the Business Combination. Perpetual existence is the usual period of existence for public corporations, and the PCSC Board believes it is the most appropriate period for New Freenome following the Business Combination. In addition, certain other provisions in PCSC’s current governing documents require that proceeds from PCSC’s initial public offering be held in the trust account until a business combination or liquidation of PCSC has occurred. These provisions cease to apply once the Business Combination is consummated and are therefore not included in the Proposed Certificate of Incorporation. |
Existing Governing Documents | Proposed Governing Documents | |||||
Authorized Shares (Advisory Governing Documents Proposal A) | The share capital under the Existing Governing Documents is US$50,000 divided into 479,000,000 Class A ordinary shares of par value US$0.0001 per share, 20,000,000 PCSC Class B Shares of par value US$0.0001 per share and 1,000,000 preference shares of par value US$0.0001 per share. | The Proposed Certificate of Incorporation authorizes 1,010,000,000 total shares, consisting of 1,000,000,000 shares of New Freenome Common Stock and 10,000,000 shares of undesignated preferred stock, each par value $0.0001 per share. | ||||
Exclusive Forum (Advisory Governing Documents Proposal B) | The Existing Governing Documents adopt the courts of the Cayman Islands as the exclusive forum for certain disputes, provided, however, that the exclusive forum provision will not apply to any causes of action arising under the Securities Act, or the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. | The Proposed Bylaws adopt Delaware as the exclusive forum for certain disputes, provided, however, that the exclusive forum provision will not apply to any causes of action arising under the Securities Act, or the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. | ||||
Existing Governing Documents | Proposed Governing Documents | |||||
Adoption of Supermajority Vote Requirement to Amend the Proposed Governing Documents (Advisory Governing Documents Proposal C) | The Existing Governing Documents provide that amendments may be made by a special resolution under the Cayman Companies Act, being the affirmative vote of at least two-thirds of the issued and outstanding PCSC Shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting (provided that Article 17.5 may only be amended by a special resolution passed by holders representing at least two-thirds of the outstanding PCSC Class B Shares and any only the Class B Shareholders carry the right to vote on any special resolution required to amend the constitutional documents of PCSC or to adopt new constitutional documents of PCSC in each case as a result of PCSC approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). | Any amendment to the Proposed Certificate of Incorporation will generally require approval by holders of at least a majority in voting power of New Freenome’s then outstanding stock entitled to vote on such amendment, and by the holders of a majority in voting power of each class of stock entitled to vote as a class on the amendment (except where a lower threshold is provided by the DGCL). The Proposed Certificate of Incorporation provides that the Proposed Bylaws may be amended by the New Freenome Board. The Proposed Certificate also provides that the Proposed Bylaws may be amended by the stockholders with the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding shares of capital stock entitled to vote on such amendment, voting as a single class; provided that if the New Freenome Board recommends that stockholders approve such amendment, it shall only require approval by the holders of a majority in voting power of the outstanding shares of capital stock entitled to vote on such amendment, voting together as a single class vote. | ||||
Removal of Directors (Advisory Governing Documents Proposal D) | The Existing Governing Documents provide that before a business combination, holders of PCSC Class B Shares may appoint or remove any director by ordinary resolution, and the holders of PCSC Class A Shares and PCSC Class B Shares may remove any director by ordinary resolution. After the closing of a business combination, shareholders may by ordinary resolution appoint or remove any director. | The Proposed Certificate of Incorporation provides that, subject to the special rights, if any, of the holders of any outstanding series of Preferred Stock to elect directors, directors may be removed only for cause and only by the affirmative vote of the holders of not less than two-thirds in voting power of the outstanding shares entitled to vote at an election of directors. | ||||
Action by Written Consent of Stockholders (Advisory Governing Documents Proposal E) | The Existing Governing Documents permit shareholders to approve matters by unanimous written resolution. | The Proposed Certificate of Incorporation requires stockholders to take action at an annual or special meeting and prohibit stockholder | ||||
Existing Governing Documents | Proposed Governing Documents | |||||
action by written consent in lieu of a meeting, subject to the rights of the holders of any series of Preferred Stock. | ||||||
Other Changes in Connection with Adoption of the Proposed Governing Documents (Advisory Governing Documents Proposal F) | The Existing Governing Documents include reference to the company’s status as a blank check company with nominal operations prior to the consummation of a business combination. | The Proposed Certificate of Incorporation does not include provisions related to PCSC’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as PCSC will cease to be a blank check company at such time. | ||||
• | Proposal A — to amend the Existing Governing Documents to authorize the change in the authorized capital stock of PCSC from (i) 479,000,000 PCSC Class A Shares, 20,000,000 PCSC Class B Shares, and 1,000,000 preference shares, par value of $0.0001 per share, to (ii) 1,000,000,000 shares of New Freenome Common Stock and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share. |
• | Proposal B — to amend the Existing Governing Documents to authorize adopting Delaware as the exclusive forum for certain stockholder litigation. |
• | Proposal C — to amend the Existing Governing Documents to approve provisions requiring the affirmative vote of at least (i) two-thirds of the outstanding shares of capital stock entitled to vote to adopt, amend or repeal the Proposed Bylaws and (ii) a majority of New Freenome’s then outstanding common stock (except where a lower threshold is provided by the DGCL) for amendments to the Proposed Certificate of Incorporation. |
• | Proposal D — to amend the Existing Governing Documents to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class. |
• | Proposal E — to amend the Existing Governing Documents to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting. |
• | Proposal F — to amend the Existing Governing Documents to authorize (1) changing the corporate name from “Perceptive Capital Solutions Corp” to “Freenome, Inc.,” (2) making New Freenome’s corporate existence perpetual, and (3) removing certain provisions related to PCSC’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.” |
• | an individual citizen or resident of the U.S.; |
• | a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the U.S., any state thereof or the District of Columbia; |
• | an estate whose income is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | persons that are subject to the mark-to-market accounting rules under Section 475 of the Code; |
• | tax-exempt entities; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | certain expatriates or former long-term residents of the U.S.; |
• | persons that acquired Public Shares, shares of Freenome Common Stock, or shares of New Freenome Common Stock pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation; |
• | persons that hold Public Shares, shares of Freenome Common Stock, or shares of New Freenome Common Stock as part of a straddle, constructive sale, hedging, redemption or other integrated transaction; |
• | persons whose functional currency is not the U.S. dollar; |
• | controlled foreign corporations; |
• | passive foreign investment companies; |
• | persons required to accelerate the recognition of any item of gross income with respect to Public Shares, shares of Freenome Common Stock, or New Freenome Common Stock as a result of such income being recognized on an applicable financial statement; |
• | persons who actually or constructively own 5% or more of the shares of PCSC or New Freenome by vote or value (except as specifically provided below); |
• | foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); or |
• | the Sponsor or its affiliates. |
(i) | a statement that the Domestication is a Section 367(b) exchange; |
(ii) | a complete description of the Domestication; |
(iii) | a description of any stock, securities or other consideration transferred or received in the Domestication; |
(iv) | a statement describing the amounts required to be taken into account for U.S. federal income tax purposes; |
(v) | a statement that the U.S. Holder is making the election and that includes (A) a copy of the information that the U.S. Holder received from PCSC establishing and substantiating the “all earnings and profits amount” with respect to the U.S. Holder’s Public Shares, and (B) a representation that the U.S. Holder has notified PCSC (or New Freenome) that the U.S. Holder is making the election; and |
(vi) | certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations thereunder. |
• | U.S. Holders will not recognize gain or loss on the exchange of shares of Freenome Common Stock solely for shares of New Freenome Common Stock in the Integrated Merger; |
• | U.S. Holders who receive cash in lieu of fractional shares of New Freenome Common Stock in the Integrated Merger generally will be treated as having received such fractional shares in the Integrated Merger and then as having received cash in redemption of such fractional shares. Gain or loss will be recognized based on the difference between the amount of cash received in lieu of the fractional share of New Freenome Common Stock and the portion of the U.S. Holder’s adjusted tax basis in the shares of Freenome Common Stock surrendered which is allocable to the fractional share of New Freenome Common Stock, and adjusted as described above; |
• | The aggregate tax basis of the shares of New Freenome Common Stock received by a U.S. Holder in the Integrated Merger generally will be the same as the aggregate tax basis of shares of Freenome Common Stock surrendered in exchange therefor, decreased by the amount of cash received and increased by the amount of gain recognized by the U.S. Holder in the Integrated Merger; and |
• | The holding period of New Freenome Common Stock received by a U.S. Holder in the Integrated Merger will include the holding period of the shares of Freenome Common Stock surrendered by the U.S. Holder in the Integrated Merger. |
• | the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder); |
• | the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or |
• | New Freenome is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of, and either (A) New Freenome Common Stock is not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of outstanding New Freenome Common Stock. There can be no assurance that New Freenome Common Stock will be treated as regularly traded on an established securities market for this purpose. |
(i) | Each share of Freenome common stock (collectively, “Freenome Common Shares”) issued and outstanding as of immediately prior to the Effective Time (including converted preferred shares, excluding treasury shares and shares subject to appraisal rights) will be canceled and converted into New Freenome Common Stock based on an exchange ratio, which is based on an implied Freenome base equity value of $725,000,000 and subject to certain adjustments as set forth in the Business Combination Agreement (the “Exchange Ratio”); |
(ii) | Each option to purchase Freenome Common Shares (each, a “Freenome Option”), whether vested or unvested, will be canceled in exchange for options to purchase New Freenome Common Stock under the equity incentive plan to be adopted by PCSC in advance of the Closing (the “New Freenome Equity Incentive Plan”) adjusted for the Exchange Ratio and exercise price, and subject to prior terms (vesting, expiration, forfeiture); and |
(iii) | Each restricted stock unit award that is outstanding with respect to Freenome Common Shares (each, a “Freenome RSU Award”) will be canceled and replaced with a restricted stock unit award under the New Freenome Equity Incentive Plan, settling in New Freenome Common Stock per an allocation schedule, generally subject to prior terms. |
• | Freenome’s existing shareholders will have the greatest voting interest in the combined entity under the no redemption and maximum redemption scenarios with over 63% of the voting interest in each scenario; |
• | Freenome will have the ability to designate a majority of the initial members of New Freenome’s Board; |
• | Freenome’s senior management will be the senior management of the combined entity; |
• | Freenome is the larger entity based on historical operating activity and has the larger employee base; and |
• | The post-combined company will assume a Freenome branded name: “Freenome, Inc.” |
• | The PIPE Financing; |
• | The conversion of Roche Convertible Note (including principal and accrued interest) into shares of New Freenome Common Stock; |
• | Incremental compensation expense associated with the grant of Anti-Dilution Equity Awards and vested restricted stock units; |
• | The conversion of each issued and outstanding PCSC Class A Share and PCSC Class B Share and each outstanding preference share of PCSC (if any) into New Freenome Common Stock; and |
• | The issuance of New Freenome Common Stock in connection with the Mergers, subject to the redemption scenarios described below. |
• | Assuming No Redemptions: This presentation assumes that none of the holders of PCSC’s Class A Shares exercise redemption rights with respect to such shares. Therefore, as described above, holders of PCSC Class A Shares as of immediately prior to the Closing shall receive a number of shares of New Freenome Common Stock. |
• | Assuming Maximum Redemptions: This presentation assumes that holders of 6,568,122 PCSC Class A Shares exercise redemption rights with respect to such shares for their pro rata share of the funds in the Trust Account. As described above, the Business Combination Agreement includes a condition that, at the Closing, aggregate transaction proceeds be greater than or equal to $250.0 million in cash, including (i) cash from the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with any redemption), plus (ii) the aggregate amount of cash that has been funded pursuant to the PIPE, minus the Unpaid PCSC expenses. Thus, the redemption of 6,568,122 PCSC Class A Shares represents the estimated maximum number of PCSC Class A Shares that can be redeemed while still achieving the minimum aggregate transaction proceeds of $250.0 million. |
Assuming No Redemptions (Shares) | % | Assuming Maximum Redemptions (Shares) | % | |||||||||
Freenome equity holders(1) | 71,089,352 | 63.1% | 71,089,352 | 67.1% | ||||||||
PCSC’s public stockholders | 8,625,000 | 7.7% | 2,056,878 | 1.9% | ||||||||
PCSC initial shareholders(2) | 2,442,500 | 2.2% | 2,442,500 | 2.3% | ||||||||
PIPE Investors(3) | 24,000,000 | 21.3% | 24,000,000 | 22.6% | ||||||||
Roche Convertible Note | 6,420,139 | 5.6% | 6,420,139 | 6.1% | ||||||||
Pro Forma Common Stock Outstanding | 112,576,991 | 100.0% | 106,008,869 | 100.0% | ||||||||
(1) | Amount excludes 2,717,005 Freenome restricted stock units that will vest following the Closing. Includes 5,611,655 shares of New Freenome Common Stock issued to the Perceptive PIPE Investor upon conversion of Freenome capital stock. |
(2) | Includes 2,066,250 PCSC Class B Shares and 286,250 PCSC Class A private placement shares held by the Sponsor and 90,000 PCSC Class B Shares held by PCSC independent directors. |
(3) | Includes 5,500,000 PIPE Shares issued to the Perceptive PIPE Investor, 5,000,000 PIPE Shares issued to an existing Freenome equity holder and 13,500,000 PIPE Shares issued to third-party PIPE Investors. |
Freenome (Historical) | PCSC (Historical) | Transaction Accounting Adjustments (Assuming No Redemptions) (Note 2) | Pro Forma Combined (Assuming No Redemptions) | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 2) | Pro Forma Combined (Assuming Maximum Redemptions) | |||||||||||||||||||
Assets | ||||||||||||||||||||||||
Cash and cash equivalents | $78,558 | $865 | $91,872 | (a) | $390,261 | (69,963) | (l) | $320,298 | ||||||||||||||||
(3,450) | (b) | |||||||||||||||||||||||
240,000 | (c) | |||||||||||||||||||||||
(17,584) | (g) | |||||||||||||||||||||||
Short-term marketable securities | 138,106 | — | 138,106 | 138,106 | ||||||||||||||||||||
Accounts and other receivables | 1,307 | — | 1,307 | 1,307 | ||||||||||||||||||||
Prepaid expenses and other current assets | 8,520 | 43 | 8,563 | 8,563 | ||||||||||||||||||||
Total current assets | 226,491 | 908 | 310,838 | 538,237 | (69,963) | 468,274 | ||||||||||||||||||
Cash and investments held in Trust Account | — | 91,872 | (91,872) | (a) | — | — | ||||||||||||||||||
Property and equipment, net | 155,776 | — | 155,776 | 155,776 | ||||||||||||||||||||
Operating lease right-of-use asset, net | 97,055 | — | 97,055 | 97,055 | ||||||||||||||||||||
Intangible assets, net | 3,300 | — | 3,300 | 3,300 | ||||||||||||||||||||
Goodwill | 10,513 | — | 10,513 | 10,513 | ||||||||||||||||||||
Other long-term assets | 4,800 | — | (4,520) | (g) | 280 | 280 | ||||||||||||||||||
Restricted cash | 9,118 | — | 9,118 | 9,118 | ||||||||||||||||||||
Total assets | $507,053 | $92,780 | $214,446 | $814,279 | $(69,963) | $744,316 | ||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Accounts payable | $6,084 | $— | (2,683) | (g) | $3,401 | $3,401 | ||||||||||||||||||
Accrued compensation and other related benefits | 13,424 | — | 13,424 | 13,424 | ||||||||||||||||||||
Accrued expenses and other current liabilities | 3,783 | 2,254 | (3,235) | (g) | 2,802 | 2,802 | ||||||||||||||||||
Deferred revenue | 7,123 | 7,123 | 7,123 | |||||||||||||||||||||
Current portion of lease liabilities | 10,114 | — | 10,114 | 10,114 | ||||||||||||||||||||
Total current liabilities | 40,528 | 2,254 | (5,918) | 36,864 | — | 36,864 | ||||||||||||||||||
Lease liabilities, net of current portion | 199,015 | — | 199,015 | 199,015 | ||||||||||||||||||||
Convertible note, at fair value | 41,600 | — | 41,600 | 41,600 | ||||||||||||||||||||
Convertible note, related party | 60,895 | (60,895) | (h) | — | — | |||||||||||||||||||
Deferred revenue, net of current portion | 49,138 | 49,138 | 49,138 | |||||||||||||||||||||
Other long-term liabilities | 15,433 | 15,433 | 15,433 | |||||||||||||||||||||
Deferred underwriting compensation | — | 3,450 | (3,450) | (b) | — | — | ||||||||||||||||||
Total liabilities | 406,609 | 5,704 | (70,263) | 342,050 | — | 342,050 | ||||||||||||||||||
Freenome (Historical) | PCSC (Historical) | Transaction Accounting Adjustments (Assuming No Redemptions) (Note 2) | Pro Forma Combined (Assuming No Redemptions) | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 2) | Pro Forma Combined (Assuming Maximum Redemptions) | |||||||||||||||||||
Commitments and contingencies | ||||||||||||||||||||||||
Redeemable convertible preferred stock | 1,363,580 | — | (1,363,580) | (i) | — | — | ||||||||||||||||||
Class A ordinary shares subject to possible redemption | — | 91,872 | (91,872) | (d) | — | — | ||||||||||||||||||
Stockholders’ equity (deficit) | ||||||||||||||||||||||||
Preference shares | — | — | — | — | ||||||||||||||||||||
Ordinary shares | ||||||||||||||||||||||||
Class A | — | — | 1 | (d) | — | — | ||||||||||||||||||
(1) | (f) | |||||||||||||||||||||||
Class B | — | — | — | (e) | — | — | ||||||||||||||||||
Common stock | 3 | — | (3) | (i) | — | — | ||||||||||||||||||
New Freenome Common Stock | — | — | 2 | (c) | 11 | (1) | (l) | 10 | ||||||||||||||||
1 | (h) | |||||||||||||||||||||||
— | (e) | |||||||||||||||||||||||
1 | (f) | |||||||||||||||||||||||
7 | (i) | |||||||||||||||||||||||
Additional paid-in capital | 83,834 | — | 239,998 | (c) | 1,851,993 | (69,962) | (l) | 1,782,031 | ||||||||||||||||
91,871 | (d) | |||||||||||||||||||||||
(14,065) | (g) | |||||||||||||||||||||||
60,894 | (h) | |||||||||||||||||||||||
1,363,576 | (i) | |||||||||||||||||||||||
(6,917) | (j) | |||||||||||||||||||||||
32,802 | (k) | |||||||||||||||||||||||
Accumulated other comprehensive income | 132 | — | 132 | 132 | ||||||||||||||||||||
Accumulated deficit | (1,347,105) | (4,796) | (2,121) | (g) | (1,379,907) | (1,379,907) | ||||||||||||||||||
6,917 | (j) | |||||||||||||||||||||||
(32,802) | (k) | |||||||||||||||||||||||
Total stockholders’ equity (deficit) | (1,263,136) | (4,796) | 1,740,161 | 472,229 | (69,963) | 402,266 | ||||||||||||||||||
Total liabilities, redeemable noncontrolling interest and equity (deficit) | $507,053 | $92,780 | $214,446 | $814,279 | $(69,963) | $744,316 | ||||||||||||||||||
For the Year Ended December 31, 2025 | ||||||||||||||||||||||||
Freenome (Historical) | PCSC (Historical) | Transaction Accounting Adjustments (Assuming No Redemptions) (Note 2) | Pro Forma Combined (Assuming No Redemptions) | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 2) | Pro Forma Combined (Assuming Maximum Redemptions) | |||||||||||||||||||
Revenue: | ||||||||||||||||||||||||
License and collaboration revenue | $27,139 | $— | $27,139 | $27,139 | ||||||||||||||||||||
Service and other revenue | 3,270 | — | 3,270 | 3,270 | ||||||||||||||||||||
Total revenue | 30,409 | — | — | 30,409 | — | 30,409 | ||||||||||||||||||
Operating costs and expenses: | ||||||||||||||||||||||||
Cost of services | 1,944 | — | 1,944 | 1,944 | ||||||||||||||||||||
Research and development | 197,117 | — | 16,289 | (cc) | 217,466 | 217,466 | ||||||||||||||||||
4,060 | (dd) | |||||||||||||||||||||||
General and administrative | 54,817 | 2,981 | (180) | (aa) | 79,484 | (138) | (ee) | 79,346 | ||||||||||||||||
16,513 | (cc) | |||||||||||||||||||||||
4,115 | (dd) | |||||||||||||||||||||||
1,238 | (ee) | |||||||||||||||||||||||
Total operating costs and expenses | 253,878 | 2,981 | 42,035 | 298,894 | (138) | 298,756 | ||||||||||||||||||
Loss from operations | (223,469) | (2,981) | (42,035) | (268,485) | 138 | (268,347) | ||||||||||||||||||
Interest and investment income, net | 6,914 | — | 6,914 | 6,914 | ||||||||||||||||||||
Interest expense | (2,820) | — | 1,548 | (ff) | (1,272) | (1,272) | ||||||||||||||||||
Other income (expense), net | 32 | — | 32 | 32 | ||||||||||||||||||||
Interest from investments held in Trust Account | — | 3,821 | (3,821) | (bb) | — | — | ||||||||||||||||||
Unrealized loss on investments held in trust | — | (3) | 3 | (bb) | — | — | ||||||||||||||||||
Net loss attributable to common stockholders | $(219,343) | $837 | $(44,305) | $(262,811) | $138 | $(262,673) | ||||||||||||||||||
Net income (loss) per share, basic | $(8.28) | $0.08 | $(2.28) | $(2.42) | ||||||||||||||||||||
Weighted average shares outstanding, basic | 26,497,083 | 11,067,500 | 115,293,996 | 108,725,874 | ||||||||||||||||||||
Net income (loss) per share, diluted | $(8.28) | $0.08 | $(2.28) | $(2.42) | ||||||||||||||||||||
Weighted average shares outstanding, diluted | 26,497,083 | 11,067,500 | 115,293,996 | 108,725,874 | ||||||||||||||||||||
1. | Basis of Presentation |
• | Freenome’s audited consolidated balance sheet as of December 31, 2025 and the related notes included elsewhere in this proxy statement/prospectus; and |
• | PCSC’s audited consolidated balance sheet as of December 31, 2025 and the related notes included elsewhere in this proxy statement/prospectus. |
• | Freenome’s audited consolidated statement of operations for the year ended December 31, 2025 and the related notes included elsewhere in this proxy statement/prospectus; and |
• | PCSC’s audited consolidated statement of operations for the year ended December 31, 2025 and the related notes included elsewhere in this proxy statement/prospectus. |
2. | Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Information |
(a) | Reflects the reclassification of cash and investments held in the Trust Account that becomes available following the Business Combination to cash and cash equivalents, assuming no redemptions. |
(b) | Reflects the payment of $3.5 million in deferred underwriters’ compensation subject to an agreement with the underwriters. |
(c) | Reflects proceeds of $240.0 million from the issuance and sale of 24,000,000 shares of New Freenome Common Stock at $10.00 per share in the PIPE Financing pursuant to the Subscription Agreements. |
(d) | Reflects the reclassification of $91.9 million of PCSC Class A Shares subject to possible redemption to permanent equity, assuming no redemptions. |
(e) | Reflects the conversion of 2,156,250 PCSC Class B Shares into 2,156,250 shares of New Freenome Common Stock. |
(f) | Represents the exchange of 8,911,250 PCSC Class A Shares for 8,911,250 shares of New Freenome Common Stock, assuming no redemptions. |
(g) | Represents preliminary estimated transaction costs to be incurred by Freenome and PCSC of approximately $10.0 million and $8.5 million, respectively, for legal, financial advisory and other professional fees. PCSC’s estimated transaction costs exclude the deferred underwriting fees as described in Note 2(b) above. |
• | $0.8 million was deferred in other long-term assets and paid by Freenome as of December 31, 2025; |
• | $1.0 million was deferred in other long-term assets and accrued in accrued expenses and other current liabilities as of December 31, 2025; |
• | $2.7 million was deferred in other long-term assets and in accounts payable as of December 31, 2025; |
• | $9.2 million was reflected as a reduction of cash, which represents Freenome’s preliminary estimated transaction costs less the amounts previously paid by Freenome; |
• | $10.0 million were capitalized and offset against the proceeds from the Business Combination and reflected as a decrease in additional paid-in capital. |
• | $2.2 million was accrued by PCSC in accrued expenses and other current liabilities and recognized as expense as of December 31, 2025; |
• | $8.5 million was reflected as a reduction of cash; |
• | $4.1 million represents equity issuance costs related to the PIPE financing described in Note 2(c) above and reflected as a decrease in additional paid-in capital; and |
• | $2.1 million was reflected as an adjustment to accumulated deficit, which represents the total estimated PCSC transaction costs less: (i) $4.1 million capitalized and offset against the proceeds from the PIPE investment; and (ii) $2.2 million previously recognized by PCSC as of December 31, 2025. |
(h) | Reflects the conversion of the Roche Convertible Note and accrued interest into 6,420,139 shares of New Freenome Common Stock in connection with the Closing. |
(i) | Reflects the recapitalization of Freenome’s equity consisting of 26,267,598 shares of common stock and 212,541,832 shares of redeemable convertible preferred stock into 71,089,352 shares of New Freenome Common Stock. |
(j) | Reflects the elimination of PCSC’s historical accumulated deficit after recording the transaction costs to be incurred by PCSC as described in Note 2(g) above. |
(k) | Represents the recognition of stock-based compensation expense associated with Freenome restricted stock units, the vesting of which is conditioned on the satisfaction of a service condition and a liquidity event requirement, which is expected to be satisfied no later than six months following the Closing. These costs expensed through Accumulated deficit are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 as discussed in Note 2(cc) below. |
(l) | Represents the maximum redemption of 6,568,122 PCSC Class A Shares for approximately $70.0 million. |
(aa) | Represents pro forma adjustment to eliminate historical expenses related to PCSC’s administrative, financial and support services paid to the Sponsor, which will terminate upon consummation of the Business Combination. |
(bb) | Represents pro forma adjustment to eliminate interest and unrealized gain (loss) from investments held in Trust Account. |
(cc) | Represents the recognition of stock-based compensation expense associated with Freenome restricted stock units that, on a pro forma basis, will have vested at the Closing. These costs are reflected as if incurred on January 1, 2025, the date the Business Combination occurred for purposes of the unaudited pro forma condensed combined statements of operations. This is a non-recurring item. |
(dd) | Reflects the amortization of stock-based compensation expense associated with Freenome’s unvested restricted stock units, which are subject to vesting based upon both a service-based requirement and a liquidity event requirement. At the Closing the liquidity event requirement will have been meet and Freenome will amortize stock-based compensation expense associated with the unvested restricted stock units over the remaining service period. |
(ee) | Reflects the recognition of stock-based compensation expense associated with the Anti-Dilution Equity Awards that will be granted following the Business Combination, pursuant to the Elliott Offer Letter. The terms of the Elliott Offer Letter provide that an Anti-Dilution Option grant and an Anti-Dilution RSU grant will be made such that the aggregate number of shares underlining outstanding option awards and RSU awards issued to the employee are equal to 0.5% and 0.5%, respectively, of the fully-diluted capitalization of New Freenome following the Closing. The estimated number of Anti-Dilution Options to be granted are 295,660 options assuming no redemptions, or 262,819 options assuming maximum redemptions. The estimated number of Anti-Dilution RSUs to be granted are 295,660 RSUs assuming no redemptions, or 262,819 RSUs assuming maximum redemptions. The strike price of the Anti-Dilution Option will be equal to the fair market value of the common stock on the date the new Freenome’s Board approves that grant. The other terms and conditions of the Anti-Dilution Option and Anti-Dilution RSUs, including the vesting commencement date and vesting schedule will be the same as the Initial Option and Initial RSU Award provided for in the employment agreement. |
(ff) | Reflects the elimination of interest expense related to the Roche Convertible Note, which will be converted into shares of New Freenome Common Stock as described in Note 2(h) above. |
(gg) | No income tax adjustment is reflected for the year ended December 31, 2025 based on Freenome’s estimated annual effective tax rate for the year ending December 31, 2025, and Freenome having a full valuation allowance on its net deferred tax asset. |
3. | Loss per Share |
Year Ended December 31, 2025 | ||||||
Assuming No Redemptions | Assuming Maximum Redemptions | |||||
Pro forma net loss attributable to common shareholders (in thousands) | $(262,811) | $(262,673) | ||||
Pro forma weighted average shares outstanding, basic and diluted | 115,293,996 | 108,725,874 | ||||
Pro forma net loss per share, basic and diluted | $(2.28) | $(2.42) | ||||
Pro forma weighted average shares calculation, basic and diluted(4) | ||||||
PCSC public stockholders | 8,625,000 | 2,056,878 | ||||
PCSC initial shareholders(2) | 2,442,500 | 2,442,500 | ||||
PIPE Investors(3) | 24,000,000 | 24,000,000 | ||||
Freenome equity holders(1) | 73,806,357 | 73,806,357 | ||||
Roche Convertible Note | 6,420,139 | 6,420,139 | ||||
115,293,996 | 108,725,874 | |||||
(1) | Includes 2,717,005 shares underlying Freenome restricted stock units that will vest six months following the Closing as the issuance of shares will no longer be contingent on any conditions except the passage of time. Includes 5,611,655 shares of New Freenome Common Stock issued to the Perceptive PIPE Investor upon conversion of Freenome capital stock. |
(2) | Includes 2,066,250 PCSC Class B Shares and 286,250 PCSC Class A private placement shares held by the Sponsor and 90,000 PCSC Class B Shares held by PCSC independent directors. |
(3) | Includes 5,500,000 PIPE Shares issued to the Perceptive PIPE Investor, 5,000,000 PIPE Shares issued to an existing Freenome equity holder and 13,500,000 PIPE Shares issued to third-party PIPE Investors. |
(4) | The pro forma weighted average shares, basic and diluted exclude the following because including them would be antidilutive: |
• | 3,333,333 shares issuable upon conversion of the Exact Sciences Note; |
• | 8,252,587 unexercised Freenome stock options; |
• | 1,574,825 unvested Freenome restricted stock units that remain subject to future service; and |
• | 14,628 unexercised Freenome warrants. |
No Redemptions Scenario(1) | 25% Redemptions Scenario(2) | 50% Redemptions Scenario(3) | Aggregate Transaction Proceeds Condition Redemptions Scenario(4) | |||||||||||||||||||||
Shares* | Tangible Book Value per Share** | Shares* | Tangible Book Value per Share** | Shares* | Tangible Book Value per Share** | Shares* | Tangible Book Value per Share** | |||||||||||||||||
PCSC net tangible book value per share as of December 31, 2025 | ($ | ($ | ($ | ($ | ||||||||||||||||||||
PCSC shareholders and PIPE Investors, after the redemption of public shares and payment of estimated transaction costs | $ | $ | $ | $ | ||||||||||||||||||||
Initial offering price of PCSC Class A Shares | $ | $ | $ | $ | ||||||||||||||||||||
Net tangible book value per share giving effect to dilutive securities and other related events, excluding the Business Combination | $ | $ | $ | $ | ||||||||||||||||||||
Dilution to non-redeeming shareholders | $ | $ | $ | $ | ||||||||||||||||||||
* | See table below for a reconciliation of the number of shares. |
** | See table below for the calculation of the net tangible book value per share. |
Numerator Adjustments | No Redemption Scenario(1) | 25% Redemptions Scenario(2) | 50% Redemptions Scenario(3) | Aggregate Transaction Proceeds Condition Redemptions Scenario(4) | ||||||||
Net tangible book value of PCSC as of December 31, 2025 | $( | $( | $( | $( | ||||||||
Adjustment to reflect the proceeds from PIPE Financing | ||||||||||||
Adjustment to reflect reclassification of unredeemed public shares of PCSC to permanent equity | ||||||||||||
Adjustment to reflect payment of transaction expenses of PCSC, net of associated liabilities | ( | ( | ( | ( | ||||||||
Historical net tangible book value of PCSC adjusted for redemptions, proceeds from PIPE Financing, reclassification of unredeemed public shares of PCSC to permanent equity, and payment of transaction costs | $ | $ | $ | $ | ||||||||
Denominator Adjustments | No Redemption Scenario(1) | 25% Redemptions Scenario(2) | 50% Redemptions Scenario(3) | Aggregate Transaction Proceeds Condition Redemptions Scenario(4) | ||||||||
Shares outstanding held by PCSC shareholders as of December 31, 2025 | ||||||||||||
Adjustment to reflect assumed redemption of PCSC Class A Shares | ( | ( | ( | |||||||||
Adjustment to reflect shares issuable to PIPE Investors | ||||||||||||
PCSC shareholders and PIPE Investors, after the redemption of PCSC Shares | ||||||||||||
(1) | This scenario assumes that no public shares are redeemed. This scenario further assumes the closing of the PIPE Financing of $240.0 million, the reclassification of unredeemed public shares of PCSC to permanent equity of $91.9 million and payment of the estimated transaction costs of PCSC of $6.2 million, net of associated liabilities of $5.7 million. |
(2) | This scenario assumes that 2,156,250 public shares, or 25% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $22.9 million (based on the estimated per-share redemption price of approximately $10.65 per share) from the trust account based on funds in the trust account as of December 31, 2025. This scenario further assumes the closing of the PIPE Financing of $240.0 million, the reclassification of unredeemed public shares of PCSC to permanent equity of $68.9 million, and payment of the estimated transaction costs of PCSC of $6.2 million net of associated liabilities of $5.7 million. |
(3) | This scenario assumes that 4,312,500 public shares, or 50% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $45.9 million (based on the estimated per-share redemption price of approximately $10.65 per share) from the trust account based on funds in the trust account as of December 31, 2025. This scenario further assumes the closing of the PIPE Financing of $240.0 million, the reclassification of unredeemed public shares of PCSC to permanent equity of $45.9 million, and payment of the estimated transaction costs of PCSC of $6.2 million, net of associated liabilities of $5.7 million. |
(4) | This scenario assumes that 6,568,122 public shares, or approximately 76% of the public shares subject to redemption, are redeemed for an aggregate payment of approximately $70.0 million (based on the estimated per-share redemption price of approximately $10.65 per share) from the trust account based on funds in the trust account as of December 31, 2025. This scenario further assumes the closing of the PIPE Financing of $240.0 million, the reclassification of unredeemed public shares of PCSC to permanent equity of $21.9 million and payment of the estimated transaction costs of PCSC of $6.2 million, net of associated liabilities of $5.7 million. Pursuant to the Aggregate Transaction Proceeds Condition, at the Closing, aggregate transaction proceeds be greater than or equal to $250.0 million in cash, including (i) cash from the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with any redemption), plus (ii) the aggregate amount of cash that has been funded pursuant to the PIPE, minus the Unpaid PCSC expenses. Thus, the redemption of 6,568,122 public shares, approximately 76% of the public shares subject to redemption, represents the estimated maximum number of public shares that can be redeemed while still achieving the Aggregate Transaction Proceeds Condition. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | Our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our initial shareholders, advisors and their affiliates may purchase public shares from public shareholders outside the redemption process, along with the purpose of such purchases; |
• | if our initial shareholders, advisors and their affiliates were to purchase public shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process; |
• | our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our initial shareholders, advisors and their affiliates would not be voted in favor of approving the business combination transaction; |
• | our initial shareholders, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and |
• | we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items: |
• | the amount of our securities purchased outside of the redemption offer by our initial shareholders, advisors and their affiliates, along with the purchase price; |
• | the purpose of the purchases by our initial shareholders, advisors and their affiliates; |
• | the impact, if any, of the purchases by our initial shareholders, advisors and their affiliates on the likelihood that the business combination transaction will be approved; |
• | the identities of our security holders who sold to our initial shareholders, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our initial shareholders, advisors and their affiliates; and |
• | the number of our securities for which we have received redemption requests pursuant to our redemption offer. |
Name | Age | Position | ||||
Joseph Edelman | 68 | Chairman and Director | ||||
Adam Stone | 44 | Chief Executive Officer and Director | ||||
Michael Altman | 42 | Chief Business Officer and Director | ||||
Sam Cohn | 37 | Chief Financial Officer | ||||
Mark C. McKenna | 44 | Director | ||||
Kenneth Song | 49 | Director | ||||
Harlan W. Waksal | 70 | Director | ||||
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
• | reviewing and approving all payments made to our existing shareholders, officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgement. |
INDIVIDUAL | ENTITY | ENTITY’S BUSINESS | AFFILIATION | ||||||
INDIVIDUAL | ENTITY | ENTITY’S BUSINESS | AFFILIATION | ||||||
• | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Further, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. |
• | Our sponsor subscribed for founder shares and purchased private placement shares in a private placement that closed simultaneously with our initial public offering. In April 2024, our sponsor transferred 30,000 founder shares to each of Mark C. McKenna, Kenneth Song and Harlan W. Waksal. Our sponsor and our management team have entered into the Letter Agreement, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and PCSC Class A Shares in connection with (i) the completion of our initial business combination and (ii) the approval by the shareholders of an amendment to the Existing Governing Documents (A) that would modify the substance or timing of our obligation to provide holders of our public shares the right to have their shares redeemed or repurchased in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by June 13, 2026 or (B) with respect to any other provision relating to the rights of holders of our public shares. Additionally, our sponsor and each member of our management team have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and their private placement shares if we fail to complete our initial business combination by |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. The low price that our sponsor, officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we do not complete our initial business combination by June 13, 2026, the founder shares may lose most of their value, except to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our sponsor, officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. |
• | By seeking shareholder approval, we will complete our initial business combination only if a majority of the issued and outstanding PCSC Shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. In such case, our sponsor and directors and officers have agreed to vote their founder shares, private placement shares and public shares in favor of our proposed initial business combination (for more information on voting and permitted purchases of public shares see, “—Effecting Our Business Combination—Permitted Purchases of Our Securities and Other Transactions with Respect to Our Securities.”) |

• | Proprietary technology platform underpinned by a novel assay, high-quality and rigorous scientific approach, scalable automation capabilities and world-class expertise across multiomics, AI/ML and DL. We fundamentally believe a “one size fits all” technological approach is insufficient to detect every cancer across stages and subtypes. Our platform is supported by a proprietary non-bisulfite, base level epigenetic assay technology, specialized molecular testing used to analyze chemical modifications to DNA, a rigorous sample collection and trial design approach, differentiated wet lab/automation capabilities and a |
• | Flexible multi-cancer detection platform designed to enable cancer specific accuracy optimization to support a personalized test offering tailored to each individual's risk profile, targeting a collective approximately $50 billion market opportunity. We are prioritizing the development of single cancer early detection tests based on reimbursement pathway potential and clinical guidelines starting with CRC. As the market evolves to multi-cancer test ordering, we believe clinicians, patients and payers will continue to stress diagnostic yield performance for those cancers in which a patient is at increased risk. Our common platform is designed to offer single cancer tests or risk-based panels all within a similar cost structure. Our cancer screening strategy is focused on addressing today’s expensive, burdensome and highly fragmented screening paradigm that is limiting adoption. We estimate that our collective U.S. market opportunity across CRC screening and certain additional cancer screening indications under evaluation is approximately $50 billion. This estimate is an internal market-sizing exercise intended to illustrate the potential aggregate market size and is not a projection of future revenue. It was derived using estimates of relevant U.S. screening-eligible population of 120 million for colorectal cancer and its overlap with those eligible for other cancer indications based on publicly available screening guidelines, U.S. population estimates, and Medicare and private insurance coverage estimates, combined with assumed per test pricing similar to the $592 rate proposed under the Nancy Gardner Sewell Medicare Multi-Cancer Early Detection Screening Coverage Act taking effect as soon as 2028. These estimates involve significant judgment and uncertainty, including with respect to the size of overlapping eligible populations, future pricing, reimbursement, physician and patient adoption, and timing of regulatory approval and commercialization. We have not received regulatory approval for, and do not currently have commercial products for, the additional cancer screening indications described in this section, and there can be no assurance that any such product candidates will be successfully developed, approved or commercialized. |
• | SimpleScreen CRC test is designed to deliver high sensitivity at the earliest and most treatable stages of disease to serve as a foundation for establishing a broader multi-cancer testing platform. Test development and performance is supported by the PREEMPT study, a prospective multi-center observational study with approximately 48 thousand patients enrolled and approximately 27 thousand evaluated. SimpleScreen CRC v1 is designed to meet FDA requirements for a first-line label for CRC screening. In addition, we are working on a comprehensive upgrade of v1 across the assay, including optimizing key aspects of the reagents such as increasing the ability to detect cell free DNA (“cfDNA”) molecules, increasing workflow automation to approximately 95% full automation and algorithm in v2, which has demonstrated improved detection rates and overall performance in recent studies that we anticipate will enable us to develop a potentially best-in-class blood-based CRC test over time. |
• | Differentiated and capital efficient commercialization strategy, supported by a partnership with Exact Sciences, has the potential to meaningfully accelerate market adoption and brand recognition. We announced an exclusive U.S. license agreement with Exact Sciences to commercialize our blood-based CRC test. Exact Sciences is the leader in stool-based CRC testing with a significant commercial infrastructure and large, leading base of screening revenues of volumes. This strategic partnership is designed to drive accelerated market adoption through Exact Sciences' well-established commercial infrastructure as SimpleScreen provides a new blood-based offering to complement Exact Sciences’ stool-based offering and reach the approximately 40-50 million people who remain unscreened for CRC in the U.S. alone. Importantly, we retain full rights for CRC blood testing when tests are ordered in combination with additional cancer screening tests, including for lung and more than ten other initial cancer indications the company is pursuing. We believe Exact Sciences’ substantial commercial footprint will accelerate and drive the scaling of testing volumes for multi-cancer indications over time. |
• | Promising global reach and product pipeline depth, supported by expanded strategic collaboration with Roche. We announced an exclusive license and option agreement with Roche to develop and commercialize an ex-U.S. kitted (de-centralized) version of our personalized multi-cancer early detection (“MCED”) test on the Roche sequencing by expansion (“SBX”) platform. We will retain key rights to all U.S. kitted tests and U.S. and ex-U.S. centralized testing, and importantly have access to multi-cancer kit data, if available with proper consents and in accordance with applicable laws. |
• | Targeting leading healthcare systems and payers to drive deep integration across the ecosystem and infrastructure, which will support commercial launch across tests and create a sustainable, data-driven competitive moat. Highly scalable, modular AI infrastructure and strategy to be leveraged with health systems for future algorithm training and indication expansion pairs Freenome's AI-enabled learning engine with RWD and informatics for bi-directional data exchange with leading healthcare organizations. Our platform is also designed for scalability and seamless integration into existing healthcare workflows, to facilitate strategic partnering and potentially increase test adoption. |









• | reach to over 260,000 providers; |
• | relationships with hundreds of health systems; |
• | EHR integrations; |
• | a commercial organization of over 1,400 personnel; and |
• | database of millions of people who have not completed stool-based testing. |

• | traditional screening methods and modalities across routine testing — including, but not limited to: imaging (e.g., low-dose CT scans, MRI), colonoscopies, at-home stool collection assays, endoscopies, pap smear tests, and others; |
• | MCED — testing to screen for numerous cancers from a single blood draw by looking for cancer signals from various analytes, including DNA, RNA, proteins and more; and |
• | individual indications — blood-based screening for individual cancers (e.g., CRC, lung, prostate, etc.). |
• | Novelty, breadth, depth and quality of our proprietary technology platform and data moat; |
• | Laboratory automation, infrastructure, and scale; |
• | Versatility of our testing foundation combining unprecedented multiomics with AI/ML, enabling rapid test versioning; |
• | Quality and clinical performance of tests; |
• | Rigor and diversity of clinical studies conducted and underway; |
• | Regulatory foundation; |
• | Commercial arrangements with leading third party diagnostic companies; |
• | Unique clinical insights from pivotal FDA validation studies in blood-based CRC and Lung testing, including the PREEMPT CRC Study; |
• | Digital patient identification and education tools; |
• | Availability of multiple cancer indications on a common platform; and |
• | Cross-functional and interdisciplinary team covering all the domains required to advance Freenome's mission and vision. |
• | Certain payers, including those participating in Medicare’s Molecular Diagnostic Services Program (“MolDx”), require the use of Z-Code Identifiers, which supplement CPT codes and support technical assessment and coverage decisions. |
• | Changes to coding, including reassignment of CPT codes or Z-Codes, may materially affect reimbursement levels. |
• | Suspension, limitation or revocation of CLIA certification or state licenses; |
• | criminal sanctions; |
• | state on-site monitoring; |
• | directed plans of correction; |
• | exclusion from Medicare and Medicaid; |
• | civil monetary penalties; and |
• | civil injunctive suit or criminal penalties. |
• | product design and development; |
• | product testing; |
• | product manufacturing; |
• | product safety; |
• | post-market adverse event reporting; |
• | post-market surveillance; |
• | product labeling; |
• | product storage; |
• | record keeping; |
• | premarket clearance or approval; |
• | post-market approval studies; |
• | advertising and promotion; and |
• | product sales and distribution. |
• | establishment registration and device listings with the FDA; |
• | QSR, which require manufacturers to follow stringent design, testing, process control, documentation and other quality assurance procedures; |
• | labeling regulations, which prohibit the promotion of products for uncleared or unapproved, i.e., “off-label,” uses and impose other restrictions on labeling; |
• | medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur; |
• | corrections and removal reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health; and |
• | requirements to conduct post-market surveillance studies to establish continued safety data. |
• | untitled letters or warning letters; |
• | fines, injunctions and civil penalties; |
• | recall or seizure of our products; |
• | operating restrictions, partial suspension or total shutdown of production; |
• | refusing requests for 510(k) clearance or premarket approval or de novo classification of new products; |
• | withdrawing premarket approvals that are already granted or reclassifying the devices; and |
• | criminal prosecution. |
• | accelerate the development of our AI/ML-driven multiomics platform that seeks to identify the early biological signals of disease; |
• | expand our commercial and data infrastructure to support future launch of multiple blood-based cancer detection tests; |
• | further advance our R&D programs; |
• | seek to identify additional indications; |
• | expand commercial and operational personnel; |
• | maintain, expand, enforce, defend and protect our intellectual property portfolio and provide reimbursement of third-party expenses related to our patent portfolio; and |
• | seek regulatory approvals for any future product candidates for which we successfully complete clinical trials. |
Year Ended December 31, | Change | |||||||||||
2025 | 2024 | $ | % | |||||||||
Revenues | $30,409 | $2,882 | $27,527 | 955% | ||||||||
Expenses | ||||||||||||
Cost of services | 1,944 | 2,564 | (620) | -24% | ||||||||
Research and development | 197,117 | 225,749 | (28,632) | -13% | ||||||||
General and administration | 54,817 | 66,542 | (11,725) | -18% | ||||||||
Total operating costs and expenses | 253,878 | 294,855 | (40,977) | -14% | ||||||||
Loss from operations | (223,469) | (291,973) | 68,504 | -23% | ||||||||
Other income: | ||||||||||||
Interest and investment income, net | 6,914 | 17,584 | (10,670) | -61% | ||||||||
Interest expense | (2,820) | — | (2,820) | n/a | ||||||||
Other income (expense), net | 32 | (32) | 64 | -200% | ||||||||
Total other income | 4,126 | 17,552 | (13,426) | -76% | ||||||||
Net loss | $(219,343) | $(274,421) | $55,078 | -20% | ||||||||
• | $1.4 million from the sale and distribution of EarlyCDT Lung test kits in the UK and globally through our U.K.-based subsidiary, an increase of $0.8 million from revenue for the year ended December 31, 2024; |
• | $1.1 million from royalties on the EarlyCDT Lung tests performed through our U.K.-based subsidiary, a decrease of $0.1 million from revenue for the year ended December 31, 2024; |
• | $0.5 million from sale of EarlyCDT Lung tests plates through its U.K.-based subsidiary, an increase of $0.2 million from revenue for the year ended December 31, 2024; and |
• | $0.3 million from the performance of diagnostic and research services under a research and service agreement with Roche, a decrease of $0.5 million from revenue for the year ended December 31, 2024. |
Year Ended December 31, | Change | |||||||||||
2025 | 2024 | $ | % | |||||||||
Salaries and benefits | $71,216 | $81,085 | $(9,869) | -12% | ||||||||
Facility, depreciation and amortization | 62,216 | 54,752 | 7,464 | 14% | ||||||||
Materials, laboratory supplies and equipment | 29,330 | 31,359 | (2,029) | -6% | ||||||||
Direct research and development costs | 12,081 | 28,747 | (16,666) | -58% | ||||||||
Information technology | 11,711 | 13,478 | (1,767) | -13% | ||||||||
Stock-based compensation | 5,241 | 5,915 | (674) | -11% | ||||||||
Consulting and contractor | 3,872 | 7,698 | (3,826) | -50% | ||||||||
Other | 1,450 | 2,715 | (1,265) | -47% | ||||||||
$197,117 | $225,749 | $(28,632) | -13% | |||||||||
• | $16.7 million decrease in direct research and development costs, primarily due to a reduction in clinical trial costs; |
• | $10.6 million decrease in personnel related expenses, including salaries and benefits and stock-based compensation, due to reduced headcount and compensation costs from a reduction in force during the year ended December 31, 2024; |
• | $3.8 million decrease in consulting and contractor expenses; |
• | $2.0 million decrease in materials, laboratory supplies and equipment; |
• | $1.8 million decrease in information technology; and |
• | $1.3 million decrease in other expenses. |
• | $7.5 million increase in facility, depreciation and amortization expenses is primarily related to the amortization of leasehold improvements, which is due to the higher costs associated with our headquarters and laboratory facilities. |
Year Ended December 31, | Change | |||||||||||
2025 | 2024 | $ | % | |||||||||
Salaries and benefits | $25,804 | $ 31,121 | (5,317) | -17% | ||||||||
Consulting and contractor | 14,685 | 13,358 | 1,327 | 10% | ||||||||
Stock-based compensation | 5,314 | 13,367 | (8,053) | -60% | ||||||||
Information technology | 4,748 | 3,859 | 889 | 23% | ||||||||
Facility, depreciation and amortization | 2,693 | 2,763 | (70) | -3% | ||||||||
Other expenses | 1,573 | 2,074 | (501) | -24% | ||||||||
$54,817 | $66,542 | $(11,724) | -18% | |||||||||
• | $13.3 million decrease in personnel related expenses, including Salaries and benefits and Stock-based compensation, due to reduced headcount and compensation costs from a reduction in force during the year ended December 31, 2024 and the departure of our former chief executive officer in September 2024; |
• | $0.5 million in other expenses; and |
• | $0.1 million in facilities, depreciation, and amortization expenses related to our office buildings. |
• | $1.3 million increase in consulting and contractor costs; and |
• | $0.9 million increase in information technology related expenses. |
• | the type, number, scope, progress, expansions, results, costs and timing of, discovery, preclinical studies and clinical trials of our product and any product candidates; |
• | the costs, timing and outcome of regulatory review of our current and future product pipeline; |
• | the terms and timing of establishing and maintaining license, collaboration and other similar arrangements; |
• | the legal costs of obtaining, maintaining and enforcing our patents and other intellectual property rights; |
• | our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company; |
• | the costs associated with hiring additional personnel and consultants as our development and commercial activities increase; |
• | the costs and timing of establishing or securing sales and marketing capabilities if any current and future product pipeline is approved; |
• | our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third-party payers and adequate market share and revenue for any approved products; and |
• | costs associated with any products or technologies that we may in-license or acquire. |
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Net cash flows used in operating activities | $(110,669) | $(196,367) | ||||
Net cash flows provided by (used in) investing activities | 21,383 | (52,810) | ||||
Net cash flows provided by financing activities | 100,761 | 263,992 | ||||
Grant date | Fair value per common share on grant date | Number of shares subject to options granted | Per share exercise price of options(1) | Per share estimated fair value of options(1) | Number of shares subject to restricted stock units granted | Per share estimated fair value of restricted stock units | ||||||||||||
March 11, 2025 | $3.96 | 2,705,101 | $3.96 | $2.57 | 3,250,291 | $3.96 | ||||||||||||
May 29, 2025 | $3.96 | 2,192,083 | $3.96 | $2.57 | 1,584,876 | $3.96 | ||||||||||||
August 20, 2025 | $1.77 | — | — | — | 662,871 | $1.77 | ||||||||||||
October 24, 2025 | $1.77 | 95,266 | $2.39 | $0.93 | — | — | ||||||||||||
(1) | The per share exercise price and per share estimated fair value of options are prior to modifications as a result of the Repricing discussed below |
• | Aaron Elliott, Ph.D., its current Chief Executive Officer, effective as of April 1, 2025; |
• | Riley Ennis, its co-founder and Chief Product Officer and former principal executive officer from September 2024 to March 31, 2025; |
• | Cheng-Ho (Jimmy) Lin, M.D., Ph.D., MHS, its Chief Scientific Officer; and |
• | Linh H. Le, its Chief Financial Officer. |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||||||||
Aaron Elliott, Ph.D.(5) Chief Executive Officer | 2025 | 513,750 | — | 5,849,767 | 3,797,865 | 513,750 | 13,715 | 10,688,847 | ||||||||||||||||
Riley Ennis(6) Co-Founder, Chief Product Officer and Former Principal Executive Officer | 2025 | 546,000 | — | 1,549,999 | 2,014,890 | 327,600 | — | 4,438,489 | ||||||||||||||||
Cheng-Ho (Jimmy) Lin, M.D., Ph.D., MHS Chief Scientific Officer | 2025 | 530,000 | — | 1,050,002 | 1,364,927 | 212,000 | — | 3,156,929 | ||||||||||||||||
Linh H. Le(7) Chief Financial Officer | 2025 | 301,288 | — | 899,997 | 1,174,761 | 150,644 | 30,872 | 2,557,562 | ||||||||||||||||
(1) | The amounts reported represent the aggregate grant date fair value of RSUs granted to Freenome’s NEOs during the fiscal year ended December 31, 2025, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, disregarding estimated forfeitures related to service-based vesting conditions. For a description of the assumptions used in determining these values, see Note 2 of Freenome’s financial statements included elsewhere in this proxy statement/prospectus. The amounts reported in this column reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by |
(2) | The amounts reported represent the aggregate grant date fair value of stock options awarded to Freenome’s NEOs during the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting. For a description of the assumptions used in determining these values, see Note 2 of Freenome’s financial statements included elsewhere in this proxy statement/prospectus. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by Freenome’s NEOs upon the exercise of the stock options or any sale of the underlying shares. |
(3) | The amounts reported represent cash incentive bonuses for performance during the year ended December 31, 2025 For more information on these bonuses, see the description of the annual performance bonuses under “2025 Bonuses” below. |
(4) | The amounts reported represent commuting expenses, including travel, lodging and meal expenses, reimbursed by Freenome for travel between the applicable NEO’s residence and the Company’s headquarters. |
(5) | Dr. Elliott commenced employment with Freenome on April 1, 2025. The amount reported represents his actual base salary earned during 2025. His annualized base salary for 2025 was $685,000. |
(6) | Mr. Ennis served as Freenome’s principal executive officer from September 2024 through March 31, 2025, in addition to serving as Freenome’s Chief Product Officer. |
(7) | Mr. Le commenced employment with Freenome on May 19, 2025. The amount reported represents his actual base salary earned during 2025. His annualized base salary for 2025 was $485,000. |
Option Awards(1) | Stock Awards(1) | ||||||||||||||||||||||||||
Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock ($)(2) | ||||||||||||||||||
Aaron Elliott, Ph.D. | 5/29/2025 | 4/1/2025 | 1,477,214(3) | — | — | 3.96 | 5/28/2035 | — | — | ||||||||||||||||||
5/29/2025 | 4/1/2025 | — | — | — | — | — | 1,477,214(4) | 4,368,122 | |||||||||||||||||||
Riley Ennis | 12/13/2019 | — | — | — | — | — | 1,091,451(5) | 3,227,421 | |||||||||||||||||||
6/22/2020 | 5/23/2020 | 1,099,202 | — | — | 1.37 | 6/22/2030 | — | — | |||||||||||||||||||
2/5/2021 | 5/6/2021 | — | — | — | — | — | 1,657,150(6) | 4,900,193 | |||||||||||||||||||
6/22/2022 | 6/22/2022 | — | — | — | — | — | 556,980(8) | 1,646,990 | |||||||||||||||||||
6/22/2022 | 6/22/2022 | 849,562 | 145,048(7) | — | 4.50 | 6/22/2032 | — | — | |||||||||||||||||||
2/18/2023 | 2/2/2023 | — | — | — | — | — | 132,819(6) | 392,746 | |||||||||||||||||||
2/18/2023 | 2/2/2023 | 187,999 | 77,412(7) | — | 3.36 | 2/18/2033 | — | — | |||||||||||||||||||
2/16/2024 | 2/16/2024 | — | — | — | — | — | 209,392(6) | 619,172 | |||||||||||||||||||
2/16/2024 | 2/16/2024 | 244,290 | 174,494(9) | — | 5.16 | 2/16/2034 | — | ||||||||||||||||||||
3/11/2025 | 2/15/2025 | — | — | — | — | — | 391,414(6) | 1,157,411 | |||||||||||||||||||
3/11/2025 | 2/15/2025 | — | 782,828(7) | — | 3.96 | 3/11/2035 | — | — | |||||||||||||||||||
Cheng-Ho (Jimmy) Lin, M.D. Ph.D., MHS | 7/31/2019 | 4/15/2019 | 38,351 | — | — | 1.37 | 4/15/2029 | — | — | ||||||||||||||||||
10/16/2019 | 4/15/2019 | 514,547 | — | — | 1.37 | 10/16/2029 | — | — | |||||||||||||||||||
2/5/2021 | 2/5/2021 | — | — | — | — | — | 150,000(5) | 443,550 | |||||||||||||||||||
6/22/2022 | 6/22/2022 | — | — | — | — | — | 278,490(8) | 823,495 | |||||||||||||||||||
6/22/2022 | 6/22/2022 | 424,785 | 72,525(7) | — | 4.50 | 6/22/2032 | — | — | |||||||||||||||||||
2/18/2023 | 2/2/2023 | — | — | — | — | — | 87,832(6) | 259,719 | |||||||||||||||||||
2/18/2023 | 2/2/2023 | 124,322 | 51,192(7) | — | 3.36 | 2/18/2033 | — | — | |||||||||||||||||||
2/16/2024 | 2/16/2024 | — | — | — | — | — | 138,446(6) | 409,385 | |||||||||||||||||||
2/16/2024 | 2/16/2024 | 161,520 | 115,372(9) | — | 5.16 | 2/16/2034 | — | — | |||||||||||||||||||
3/11/2025 | 2/15/2025 | — | — | — | — | — | 265,152(6) | 784,054 | |||||||||||||||||||
3/11/2025 | 2/15/2025 | — | 530,303(7) | — | 3.96 | 3/11/2035 | — | — | |||||||||||||||||||
Linh H. Le | 5/29/2025 | 5/19/2025 | — | 454,545(7) | — | 3.96 | 5/29/2035 | — | — | ||||||||||||||||||
8/20/2025 | 8/15/2015 | — | — | — | — | — | 227,272(6) | 672,043 | |||||||||||||||||||
(1) | All option and RSU awards were granted under the 2016 Plan. |
(2) | As no public market existed for Freenome Common Shares as of December 31, 2025, there was no market value for these shares as of such date. The dollar amount included is based on $2.957 per Freenome Common Share, which equals the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement of approximately $10 multiplied by an estimated Exchange Ratio of 0.29570. |
(3) | This stock option has an early exercise feature such that the option is immediately exercisable. In the event of an early exercise, all are exercised that are still subject to vesting conditions are treated as restricted stock subject to repurchase until those vesting conditions are met. As of December 31, 2025, all shares underlying this stock option were unvested and the underlying shares vest over a four-year period as follows: 25% vest on the first anniversary of the vesting commencement date and the remaining 75% vest in equal monthly installments over the following three years, subject to continued service through the applicable vesting date. |
(4) | The shares underlying this RSU award are subject to both a time-based vesting condition and a performance-based vesting condition, both of which must be satisfied before the shares will be deemed vested and may be settled. The time-based vesting condition will be satisfied over a four-year period, with 25% of the shares satisfying the time-based vesting condition on the first quarterly vesting date (with quarterly vesting dates occurring on February 15, May 15, August 15 and November 15) on or after the first anniversary of the vesting commencement date, and an additional 6.25% satisfying the time-based vesting condition on each quarterly vesting date thereafter, subject to continuous service through each applicable vesting date. The performance-based vesting condition will be satisfied on the earlier of (1) the Closing and (2) a change in control of Freenome. |
(5) | The shares underlying RSU award are subject to a performance-based vesting condition, which will be satisfied on the earliest of (1) six months after the Closing, (2) March 15 of the calendar year following the year in which the Closing occurs and (3) a change in control of Freenome. |
(6) | The shares underlying this RSU award are subject to both a time-based vesting condition and a performance-based vesting condition, both of which must be satisfied before the shares will be deemed vested and may be settled. The time-based vesting condition will be satisfied over a four-year period, with 25% of the shares satisfying the time-based vesting condition on the first quarterly vesting date (with quarterly vesting dates occurring on February 15, May 15, August 15 and November 15) on or after the first anniversary of the vesting commencement date, and an additional 6.25% satisfying the time-based vesting condition on each quarterly vesting date thereafter, subject to continuous service through each applicable vesting date. The performance-based vesting condition will be satisfied on the earliest of (1) six months after the Closing, (2) March 15 of the calendar year following the year in which the Closing occurs and (3) a change in control of Freenome. |
(7) | The shares underlying this stock option vest over a four-year period as follows: 25% vest on the first anniversary of the vesting commencement date and the remaining 75% vest in equal monthly installments over the following three years, subject to continued service through the applicable vesting date. |
(8) | The shares underlying this RSU award are subject to both a time-based vesting condition and a performance-based vesting condition, both of which must be satisfied before the shares will be deemed vested and may be settled. The time-based vesting condition will be satisfied over a four-year period, with 25% of the shares satisfying the time-based vesting condition on the first anniversary of the vesting commencement date and the remaining 75% satisfying the time-based vesting condition on each monthly anniversary of the vesting commencement date thereafter, subject to continuous service through each applicable vesting date. The performance-based vesting condition will be satisfied on the earliest of (1) six months after the Closing, (2) March 15 of the calendar year following the year in which the Closing occurs and (3) a change in control of Freenome. |
(9) | The shares underlying this stock option vest in 36 equal monthly installments following the vesting commencement date, subject to continued service through the applicable vesting date. |
Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Stock Awards ($)(3) | Total ($) | ||||||||
Moritz Hartmann(4) | — | — | — | — | ||||||||
Ellen Hukkelhoven, Ph.D.(4) | — | — | — | — | ||||||||
Peter Kolchinsky, Ph.D.(4) | — | — | — | — | ||||||||
Josh Lauer(4) | — | — | — | — | ||||||||
Deepika Pakianathan, Ph.D.(5) | 61,875 | 102,513 | 67,114 | 231,502 | ||||||||
Vijay Pande(4) | — | — | — | — | ||||||||
Randal Scott, Ph.D.(6) | 51,667 | 102,513 | 67,114 | 221,294 | ||||||||
Douglas VanOort(7) | 85,159 | 385,567 | 292,113 | 762,840 | ||||||||
(1) | The amounts reported represents the fees each director received for their services to the Freenome Board during the fiscal year ended December 31, 2025. |
(2) | The amounts reported represent the aggregate grant date fair value of stock options awarded to Freenome’s non-employee directors during the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting. For a description of the assumptions used in determining these values, see Note 2 of Freenome’s financial statements included elsewhere in this proxy statement/prospectus. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by the applicable non-employee director upon the exercise of the stock options or any sale of the underlying shares. |
(3) | The amounts reported represent the aggregate grant date fair value of RSUs granted to Freenome’s non-employee directors during the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to time-based vesting conditions. For a description of the assumptions used in determining these values, see Note 2 of Freenome’s financial statements included elsewhere in this proxy statement/prospectus. The amounts reported in this column reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by Freenome’s non-employee directors upon the vesting of the RSUs or any sale of the underlying shares. The RSUs are subject to both a time-based vesting condition and performance-based vesting condition. The grant date fair value has been calculated based on the probable outcome of the performance-based vesting condition as of the grant date, which equates to the maximum value of the RSUs as of the grant date. |
(4) | As of December 31, 2025, Messrs. Hartmann, Lauer, Kolchinsky and Pande and Dr. Hukkelhoven did not hold any outstanding equity awards. |
(5) | As of December 31, 2025, Dr. Pakianathan held outstanding options to purchase an aggregate of 167,207 Freenome Common Shares and 49,205 RSUs. |
(6) | As of December 31, 2025, Dr. Scott held outstanding options to purchase an aggregate of 380,671 Freenome Common Shares and 43,255 RSUs. |
(7) | As of December 31, 2025, Mr. VanOort held outstanding options to purchase an aggregate of 170,454 Freenome Common Shares and 73,766 RSUs. |
Annual Retainer | |||
Board of Directors: | |||
Members | $ | ||
Additional retainer for non-executive chair | $ | ||
Audit Committee: | |||
Members (other than chair) | $ | ||
Retainer for chair | $ | ||
Compensation Committee: | |||
Members (other than chair) | $ | ||
Retainer for chair | $ | ||
Nominating and Corporate Governance Committee: | |||
Members (other than chair) | $ | ||
Retainer for chair | $ | ||
Name | Age | Position(s) | ||||
Executive Officers | ||||||
Aaron Elliott, Ph.D. | 46 | Chief Executive Officer, Director | ||||
Riley Ennis | 32 | Chief Product Officer | ||||
Linh H. Le | 58 | Chief Financial Officer | ||||
Cheng-Ho Jimmy Lin, M.D., Ph.D | 47 | Chief Scientific Officer | ||||
Non-Employee Directors | ||||||
Carole Nuechterlein. | 65 | Director | ||||
Peter Kolchinsky, Ph.D. | 49 | Director | ||||
Ann Costello | 65 | Director | ||||
Deepika Pakianathan, Ph.D. | 61 | Director | ||||
Randal Scott, Ph.D. | 68 | Director | ||||
Douglas M. VanOort | 70 | Director | ||||
• | New Freenome’s Class I directors will be [•]; |
• | New Freenome’s Class II directors will be [•]; and |
• | New Freenome’s Class III directors will be [•]. |
• | appointing, approving the compensation of, and assessing the independence of New Freenome’s independent registered public accounting firm; |
• | pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by New Freenome’s independent registered public accounting firm; |
• | reviewing the overall audit plan with New Freenome’s independent registered public accounting firm and members of management responsible for preparing New Freenome’s financial statements; |
• | reviewing and discussing with management and New Freenome’s independent registered public accounting firm New Freenome’s annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by New Freenome; |
• | coordinating the oversight and reviewing the adequacy of New Freenome’s internal control over financial reporting; |
• | establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; |
• | recommending based upon the audit committee’s review and discussions with management and New Freenome’s independent registered public accounting firm whether New Freenome’s audited financial statements shall be included in its Annual Report on Form 10-K; |
• | monitoring the integrity of New Freenome’s financial statements and New Freenome’s compliance with legal and regulatory requirements as they relate to New Freenome’s financial statements and accounting matters; |
• | preparing the audit committee report required by SEC rules to be included in New Freenome’s annual proxy statement; |
• | reviewing all related persons transactions for potential conflict of interest situations and approving all such transactions; and |
• | reviewing quarterly earnings releases. |
• | annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of New Freenome’s Chief Executive Officer; |
• | evaluating the performance of New Freenome’s Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation (i) reviewing and determining the cash compensation of New Freenome’s Chief Executive Officer and (ii) reviewing and approving grants and awards to New Freenome’s Chief Executive Officer under equity-based plans; |
• | reviewing and approving the compensation of New Freenome’s other executive officers; |
• | reviewing and establishing New Freenome’s overall management compensation, philosophy and policy; |
• | overseeing and administering New Freenome’s compensation and similar plans; |
• | evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq listing rules; |
• | reviewing and approving New Freenome’s policies and procedures for the grant of equity-based awards; |
• | reviewing and recommending to the board of directors the compensation of New Freenome’s directors; |
• | preparing New Freenome’s compensation committee report if and when required by SEC rules; |
• | reviewing and discussing annually with management New Freenome’s “Compensation Discussion and Analysis,” if and when required, to be included in New Freenome’s annual proxy statement; and |
• | reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters. |
• | developing and recommending to the New Freenome Board criteria for board and committee membership; |
• | establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders; |
• | reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise New Freenome; |
• | identifying individuals qualified to become members of the board of directors; |
• | recommending to the New Freenome Board the persons to be nominated for election as directors and to each of the board’s committees; |
• | developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines; and |
• | overseeing the evaluation of the New Freenome Board and management. |
• | each person known by PCSC to be the beneficial owner of more than 5% of PCSC’s outstanding ordinary shares on the record date; |
• | each person known by PCSC who may become beneficial owner of more than 5% of New Freenome’s outstanding Common Stock immediately following the Business Combination; |
• | each of PCSC’s current officers and directors; |
• | each person who will (or is expected to) become an executive officer or a director of New Freenome upon consummation of the Business Combination; |
• | all of PCSC’s current officers and directors as a group prior to the consummation of the Business Combination; and |
• | all of New Freenome’s executive officers and directors as a group after the consummation of the Business Combination. |
After Consummation of the Business Combination | ||||||||||||||||||
Prior to the Business Combination(1) | Assuming No Redemptions(2) | Aggregate Maximum Redemption(3) | ||||||||||||||||
Name and Address of Beneficial Owners | Number of Shares | % | Number of Shares | % | Number of Shares | % | ||||||||||||
Directors and Officers Prior to the Business Combination(4) | ||||||||||||||||||
Joseph Edelman(5) | — | — | 11,111,587(11) | 10.5 | 11,111,587(11) | 11.2 | ||||||||||||
Adam Stone(6) | 2,352,500(7) | 21.3 | 2,352,500(10) | 2.2 | 2,352,500(10) | 2.4 | ||||||||||||
Michael Altman(6) | 2,352,500(7) | 21.3 | 2,352,500(10) | 2.2 | 2,352,500(10) | 2.4 | ||||||||||||
Sam Cohn(5) | — | — | — | — | — | — | ||||||||||||
Mark C. McKenna(5) | 30,000(8) | * | 30,000 | * | 30,000 | * | ||||||||||||
Kenneth Song(5) | 30,000(8) | * | 30,000 | * | 30,000 | * | ||||||||||||
Harlan W. Waksal(5) | 30,000(8) | * | 30,000 | * | 30,000 | * | ||||||||||||
All directors and officers as a group (seven individuals) | 2,442,500 | 22.1 | 15,906,587 | 15.0 | 15,906,587 | 16.0 | ||||||||||||
After Consummation of the Business Combination | ||||||||||||||||||
Prior to the Business Combination(1) | Assuming No Redemptions(2) | Aggregate Maximum Redemption(3) | ||||||||||||||||
Name and Address of Beneficial Owners | Number of Shares | % | Number of Shares | % | Number of Shares | % | ||||||||||||
Five Percent Holders of PCSC Prior to the Business Combination(4) | ||||||||||||||||||
Perceptive Capital Solutions Holdings(6) | 2,352,500(7) | 21.3 | 2,352,500(10) | 2.1 | 2,352,500(10) | 2.2 | ||||||||||||
RA Capital Management, L.P. | 750,000(9) | 6.8 | 15,785,200(17) | 14.0 | 15,785,200(17) | 14.9 | ||||||||||||
BIT Capital GmbH(12) | 740,264 | 6.7 | 740,264 | * | 740,264 | * | ||||||||||||
CRCM LLC(13) | 716,645 | 6.5 | 716,645 | * | 716,645 | * | ||||||||||||
683 Capital Partners, LP(14) | 640,894 | 5.8 | 640,894 | * | 640,894 | * | ||||||||||||
Holocene Advisors, LP(15) | 625,173 | 5.6 | 625,173 | * | 625,173 | * | ||||||||||||
One Fin Capital Management LP(16) | 603,072 | 5.4 | 603,072 | * | 603,072 | * | ||||||||||||
Directors and Executive Officers of New Freenome After Consummation of the Business Combination(20) | ||||||||||||||||||
Aaron Elliott, Ph.D. | — | — | 101,138 | * | 101,138 | * | ||||||||||||
Riley Ennis | — | — | 3,929,489 | 3.5 | 3,929,489 | 3.7 | ||||||||||||
Linh H. Le | — | — | — | — | — | — | ||||||||||||
Cheng-Ho Jimmy Lin, M.D., Ph.D | — | — | 807,640 | * | 807,640 | * | ||||||||||||
Carole Nuechterlein | — | — | — | — | — | — | ||||||||||||
Peter Kolchinsky, Ph.D. | — | — | — | — | — | — | ||||||||||||
Ann Costello | — | — | — | — | — | — | ||||||||||||
Deepika Pakianathan, Ph.D. | — | — | 27,637 | * | 27,637 | * | ||||||||||||
Randal Scott, Ph.D. | — | — | 91,157 | * | 91,157 | * | ||||||||||||
Douglas M. VanOort | — | — | — | — | — | — | ||||||||||||
All directors and executive officers as a group (10 individuals) | — | — | 4,965,061 | 4.4 | 4,965,061 | 4.7 | ||||||||||||
Five Percent Holders of New Freenome After Consummation of the Business Combination | ||||||||||||||||||
Roche(5) | 43,239,233 | 18.0 | 19,148,524 | 17.0 | 19,148,524 | 18.1 | ||||||||||||
Andreessen Horowitz(6) | 19,694,964 | 8.2 | 5,820,326 | 5.2 | 5,820,326 | 5.5 | ||||||||||||
Perceptive Life Sciences Master Fund Ltd.(7) | 18,988,858 | 7.9 | 11,111,655 | 9.9 | 11,111,655 | 10.5 | ||||||||||||
RA Capital Management, L.P.(8) | 33,093,213 | 13.8 | 15,785,200 | 14.0 | 15,785,200 | 14.9 | ||||||||||||
* | Less than one percent. |
(1) | The pre-Business Combination percentage of beneficial ownership in the table below is calculated based on 11,067,500 PCSC Shares outstanding as of the date hereof, comprising of 8,911,250 PCSC Class A Shares and 2,156,250 PCSC Class B Shares. |
(2) | The post-Business Combination percentage of beneficial ownership is calculated based on 112,464,296 shares of New Freenome Common Stock outstanding, comprising of (i) 11,067,500 shares with respect to and in exchange for PCSC Shares outstanding as of the date hereof (ii) 24,000,000 PIPE Shares (iii) 77,396,796 shares issuable with respect to and in exchange for 240,175,479 shares of Freenome shares outstanding as of February 28, 2026 and (iv) 6,420,139 shares issuable upon the conversion of the Roche Convertible Note. Such amount assumes that no public shareholders have redeemed their public shares. |
(3) | The post-Business Combination percentage of beneficial ownership is calculated based on 112,464,296 shares of New Freenome Common Stock outstanding, comprising of (i) 11,067,500 shares with respect to and in exchange for PCSC Shares outstanding as of the date hereof (ii) 24,000,000 PIPE Shares (iii) 77,396,796 shares issuable with respect to and in exchange for 240,175,479 shares of Freenome shares outstanding as of February 28, 2026 and (iv) 6,420,139 shares issuable upon the conversion of the Roche Convertible Note. Such amount assumes that 6,568,122 public shares redeemed under the Aggregate Transaction Proceeds Condition Redemptions Scenario. |
(4) | Unless otherwise noted, the business address of each of the following individuals is 51 Astor Place, 10th Floor, New York, NY 10003. |
(5) | Does not include any shares indirectly owned by this individual as a result of his membership interest in our Sponsor. As of March 18, 2026, Mr. Edelman has an aggregate indirect ownership interest in the Sponsor of approximately 37%. |
(6) | The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the securities held of record by the Sponsor and may each be deemed to have shared beneficial ownership of all of the PCSC Shares held directly by the Sponsor. Additionally, as of March 18, 2026, Mr. Edelman has an aggregate indirect ownership interest in the Sponsor of approximately 37%. |
(7) | Interests shown consist of 2,066,250 PCSC Class B Shares and 286,250 private placement shares, which are PCSC Class A Shares. |
(8) | Interests shown consist of PCSC Class B Shares only. |
(9) | Includes PCSC Class A Shares beneficially owned by RA Capital Healthcare Fund, L.P. (the “RA Capital Fund”), as reported on the Schedule 13G filed on June 24, 2024. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the Issuer’s PCSC Class A Shares reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in the Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose. Includes shares of New Freenome Common Stock issuable to entities affiliated with RA Capital Management, L.P. (“RA Capital”) in connection with the PIPE Financing and the shares of New Freenome Common Stock issuable to RA Capital in exchange for RA Capital’s pre-Business Combination shares of Freenome Common Stock. The business address of RA Capital is 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
(10) | Includes 286,250 shares of New Freenome Common Stock issuable with respect to and in exchange for the 286,250 private placement shares, which are PCSC Class A Shares, in connection with the Business Combination. Includes 2,066,250 shares of New Freenome Common Stock issuable to the Sponsor with respect to and in exchange for its pre-Business Combination ownership of 2,066,250 PCSC Class B Shares. |
(11) | Includes shares of New Freenome Common Stock issuable to the Perceptive PIPE Investor in connection with the PIPE Financing and shares of New Freenome Common Stock that will be issued to the Perceptive PIPE Investor with respect to and in exchange for its pre-Business Combination shares held in Freenome. For more information on securities issuable to the Perceptive PIPE Investor also see “Risk Factors—Risks Related to the Business Combination and PCSC—The Public Shareholders will experience (i) immediate dilution as a consequence of the issuance of New Freenome Common Stock as consideration in the Business Combination and in the PIPE Financing and (ii) future dilution in connection with other sources of dilution, such as the Equity Incentive Plan and the New Freenome Employee Stock Purchase Plan. Having a minority share position may reduce the influence that PCSC shareholders have on the management of New Freenome”. The Perceptive PIPE Investor, Perceptive Advisors LLC and Joseph Edelman have shared voting and dispositive power with respect to the shares held by the Perceptive PIPE Investor. Perceptive Advisors LLC serves as the investment advisor of the Perceptive PIPE Investor and may be deemed to beneficially own the securities directly held by the Perceptive PIPE Investor. Mr. Edelman is the controlling person of Perceptive Advisors LLC and may be deemed to beneficially own the securities directly held by the Perceptive PIPE Investor. Perceptive PIPE Investor, Perceptive Advisors LLC, and Mr. Edelman disclaim beneficial ownership of all such shares except to the extent of its or his pecuniary interest therein. The principal address of Perceptive Advisors LLC is 51 Astor Place, 10th Floor New York, NY 10003. |
(12) | Includes 740,264 PCSC Class A Shares beneficially owned by BIT Capital GmbH (“BIT Capital”), as reported on the Schedule 13G filed on February 14, 2026. Jan Beckers, as the managing director of BIT Capital, may be deemed to beneficially own the 740,264 PCSC Class A Shares beneficially owned by BIT Capital. Each of BIT Capital and Mr. Beckers disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The business address for each of the reporting persons is Schiffbauerdamm 1, 10117 Berlin, Germany. |
(13) | Includes 716,645 PCSC Class A Shares beneficially owned by CRCM LLC (“CRCM”), as reported on the Schedule 13G filed on February 14, 2026. CRCM has shared voting and shared dispositive power with respect to 716,645 PCSC Class A Shares. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The business address for each of the reporting persons is 599 Lexington Avenue, 36th Floor, New York, New York 10022. |
(14) | Includes 640,894 PCSC Class A Shares beneficially owned by 683 Capital Partners, LP (“683 Capital Partners”), as reported on the Schedule 13G filed on February 17, 2026. 683 Capital Management, LLC (“683 Capital Management”), as the investment manager of 683 Capital Partners, may be deemed to have beneficially owned the 640,894 PCSC Class A Shares beneficially owned by 683 Capital Partners. Ari Zweiman, as the Managing Member of 683 Capital Management, may be deemed to have beneficially owned the 640,894 PCSC Class A Shares beneficially owned by 683 Capital Management. Each of 683 Capital Management and Mr. Zweiman disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The business address for each of the reporting persons is 1700 Broadway, Suite 4200, New York, New York 10019. |
(15) | Includes PCSC Class A Shares beneficially owned by Holocene Advisors, LP (“Holocene”), a Delaware limited partnership, as reported on the Schedule 13G filed on February 17, 2026. Holocene has shared voting and shared dispositive power with respect to 625,173 PCSC Class A Shares. J. Brandon Haley, as the control person of Holocene, may be deemed to beneficially own the 625,173 PCSC Class A Shares beneficially owned by Holocene. Each of Holocene and Mr. Haley disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The business address of each of the reporting persons is 15 East 26th Street, 8th Floor, New York, NY 10010. |
(16) | Includes 603,072 PCSC Class A Shares beneficially owned by One Fin Capital Management LP (“One Fin”), a Delaware limited partnership, as reported on the Schedule 13G filed on January 13, 2026. One Fin Capital Master Fund LP (the “Partnership”), a Cayman Islands limited partnership, directly holds 603,072 PCSC Class A Shares. One Fin, as the investment adviser of the Partnership, may be deemed to beneficially own the 603,072 PCSC Class A Shares held by the Partnership. One Fin Capital GP LLC, a Delaware limited liability company, as the general partner of the Partnership, may be deemed to beneficially own the 603,072 PCSC Class A Shares held by the Partnership. David MacKnight, as the control person of One Fin and One Fin Capital GP LLC, may be deemed to beneficially own the 603,072 PCSC Class A Shares held by the Partnership. Each of One Fin, One Fin Capital GP LLC and Mr. MacKnight disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The business address for each of the reporting persons is One Letterman Drive, Building C, Suite C3-400, San Francisco, CA 94129. |
(17) | Includes (i) 5,255,376 shares of New Freenome Common Stock issuable to RA Capital Fund in connection with the PIPE Financing (ii) 9,779,824 shares of New Freenome Common Stock that will be issued to RA Capital Fund with respect to and in exchange for 33,093,213 shares of its pre-Business Combination shares held in Freenome and (iii) 750,000 shares of New Freenome Common Stock that will be issued with respect to and in exchange for its PCSC Class A Shares beneficially owned by RA Capital Fund. |
(18) | Includes (i) 12,778,211 shares of New Freenome Common Stock issuable with respect to and in exchange for 43,239,233 shares of pre-Business Combination shares held in Freenome by Roche and (ii) 6,370,313 shares of New Freenome Common Stock issuable to Roche upon the conversion of the Roche Convertible Note. |
(19) | Includes 5,820,326 shares of New Freenome Common Stock issuable with respect to and in exchange for the 19,694,964 shares of pre - Business Combination shares held in Freenome by Andreessen Horowitz. |
(20) | Unless otherwise noted, the business address of each of the following individuals is Freenome Holdings, Inc., Genesis Marina, 3300 Marina Blvd, Brisbane, CA 94005. |
After Consummation of the Business Combination | ||||||||||||||||||
Prior to the Business Combination(1) | Assuming No Redemption(2) | Aggregate Maximum Redemption(3) | ||||||||||||||||
Name and Address of Beneficial Owners | Number of Shares | % | Number of Shares | % | Number of Shares | % | ||||||||||||
Five Percent Holders of Freenome Prior to the Business Combination(4) | ||||||||||||||||||
Roche(5) | 43,239,233 | 18.0 | 19,148,524 | 17.0 | 19,148,524 | 18.1 | ||||||||||||
Andreessen Horowitz(6) | 19,694,964 | 8.2 | 5,820,326 | 5.2 | 5,820,326 | 5.2 | ||||||||||||
Perceptive Life Sciences Master Fund Ltd.(7) | 18,988,858 | 7.9 | 11,111,655 | 9.9 | 11,111,855 | 10.5 | ||||||||||||
RA Capital Management, L.P.(8) | 33,093,213 | 13.8 | 15,785,200 | 14.0 | 15,785,200 | 14.9 | ||||||||||||
Riley Ennis(9) | 13,296,865 | 5.5 | 3,929,489 | 3.5 | 3,929,489 | 3.7 | ||||||||||||
Directors and Executive Officers of Freenome Before Consummation of the Business Combination(10) | ||||||||||||||||||
Aaron Elliott, Ph.D.(11)(12) | 369,309 | * | 101,138 | * | 101,138 | * | ||||||||||||
Riley Ennis(9) | 13,296,865 | 5.5 | 3,929,489 | 3.5 | 3,929,489 | 3.7 | ||||||||||||
Linh H. Le | — | — | — | — | — | — | ||||||||||||
Cheng-Ho Jimmy Lin, M.D., Ph.D(13) | 2,732,948 | 1.1 | 807,640 | * | 807,640 | * | ||||||||||||
Carole Nuechterlein | — | — | — | — | — | — | ||||||||||||
Peter Kolchinsky, Ph.D. | — | — | — | — | — | — | ||||||||||||
Ann Costello | — | — | — | — | — | — | ||||||||||||
Deepika Pakianathan, Ph.D.(14) | 93,521 | * | 27,637 | * | 27,637 | * | ||||||||||||
Randal Scott, Ph.D.(15) | 308,466 | * | 91,157 | * | 91,157 | * | ||||||||||||
Douglas M. VanOort(16) | — | — | — | — | — | — | ||||||||||||
Ellen Hukkelhoven, Ph.D. | — | — | — | — | — | — | ||||||||||||
All directors and executive officers as a group (11 individuals) | 16,801,109 | 7.0 | 4,965,061 | 4.4 | 4,965,061 | 4.7 | ||||||||||||
(*) | Less than one percent. |
(1) | The pre-Business Combination percentage of beneficial ownership in the table below is calculated based on 240,175,479 Freenome shares outstanding as of February 28, 2026 on an as converted to common shares basis. |
(2) | The post-Business Combination percentage of beneficial ownership is calculated based on 112,464,296 shares of New Freenome Common Stock outstanding, comprising of (i) 11,067,500 shares with respect to and in exchange for PCSC Shares outstanding as of the date hereof (ii) 24,000,000 PIPE Shares (iii) 77,396,796 shares issuable with respect to and in exchange for 240,175,479 shares of Freenome shares outstanding as of February 28, 2026 and (iv) 6,420,139 shares issuable upon the conversion of the Roche Convertible Note. Such amount assumes that no public shareholders have redeemed their public shares. |
(3) | The post-Business Combination percentage of beneficial ownership is calculated based on 112,464,296 shares of New Freenome Common Stock outstanding, comprising of (i) 11,067,500 shares with respect to and in exchange for PCSC Shares outstanding as of the date hereof (ii) 24,000,000 PIPE Shares (iii) 77,396,796 shares issuable with respect to and in exchange for 240,175,479 shares of Freenome shares outstanding as of February 28, 2026 and (iv) 6,420,139 shares issuable upon the conversion of the Roche Convertible Note. Such amount assumes that 6,568,122 public shares redeemed under the Aggregate Transaction Proceeds Condition Redemptions Scenario. |
(4) | Unless otherwise noted, the business address of each of the following individuals is Genesis Marina, 3300 Marina Blvd, Brisbane, CA 94005. |
(5) | Prior to the Business Combination, consists of (i) 40,987,227 shares held by Roche Holdings, Inc. Roche Holdings, Inc. is an indirect, wholly owned subsidiary of Roche Holding Ltd, a Swiss publicly held corporation. The address of Roche Holdings, Inc. is 1 DNA Way, South San Francisco, CA 94080; and (ii) 2,252,006 shares held in Freenome by Roche Finance Ltd. Roche Finance Ltd is a wholly owned subsidiary of Roche Holding Ltd, a Swiss publicly held corporation. The address of Roche Finance Ltd is Grenzacherstrasse 122, 4058 Basel, Switzerland. After the Business Combination, consists of (i) 12,119,923 shares of New Freenome Common Stock that will be issued with respect to and in exchange for its pre-Business Combination shares held in Freenome by Roche Holdings, Inc. Roche Holdings, Inc. is an indirect, wholly owned subsidiary of Roche Holding Ltd, a Swiss publicly held corporation. The address of Roche Holdings, Inc. is 1 DNA Way, South San Francisco, CA 94080; and (ii) 665,198 shares of New Freenome Common Stock that will be issued with respect to and in exchange for its pre-Business Combination shares held in Freenome by Roche Finance Ltd. Roche Finance Ltd is a wholly owned subsidiary of Roche Holding Ltd, a Swiss publicly held corporation. The address of Roche Finance Ltd is Grenzacherstrasse 122, 4058 Basel, Switzerland. |
(6) | Consists of (i) 11,762,417 shares of Common Stock held by AH Bio Fund I, L.P. (“AH Bio Fund I”), for itself and as nominee for AH Bio Fund I-B, L.P.; (ii) 4,238,514 shares of Common Stock held by AH Parallel Fund IV, L.P. (“AH Parallel IV”), for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P.; (iii) 3,672,090 shares of Common Stock held by Andreessen Horowitz LSV Fund II, L.P. (“AH LSV Fund II”) for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P.; and (iv) 21,943 shares of Common Stock held by CLF Partners, LP (“CLF”). AH Equity Partners |
(7) | Perceptive PIPE Investor, Perceptive Advisors LLC and Joseph Edelman have shared voting and dispositive power with respect to the shares held by Perceptive Life Sciences Master Fund Ltd. Perceptive Advisors LLC serves as the investment advisor of the Perceptive PIPE Investor and may be deemed to beneficially own the securities directly held by Perceptive Life Sciences Master Fund Ltd. Mr. Edelman is the controlling person of Perceptive Advisors LLC and may be deemed to beneficially own the securities directly held by Perceptive Life Sciences Master Fund Ltd., Perceptive Advisors LLC, and Mr. Edelman disclaim beneficial ownership of all such securities except to the extent of its or his pecuniary interest therein. The principal address of Perceptive Advisors LLC is 51 Astor Place, 10th Floor New York, NY 10003. |
(8) | Consists of (i) 23,194,886 shares held by RA Capital Healthcare Fund, L.P. (“RACHF”), (ii) 3,432,197 shares held by RA Capital Nexus Fund, L.P. (“Nexus”), (iii) 1,957,278 shares held by RA Capital Nexus Fund II, L.P. (“Nexus II”), (iv) 3,210,040 shares held by RA Capital Nexus Fund III, L.P. (“Nexus III,” and together with RACHF, Nexus, and Nexus II, the “RA Funds”), and (v) 1,298,812 shares held by a separately managed account. RA Capital Management, L.P. is the investment manager for the RA Funds and the separately managed account. The general partner of RA Capital Management, L.P. is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the managing members. Each of RA Capital Management, L.P., RA Capital Management GP, LLC, Mr. Kolchinsky and Mr. Shah may be deemed to have voting and investment power over the shares held by the RA Funds and the separately managed account. RA Capital Management, L.P., RA Capital Management GP, LLC, Mr. Kolchinsky and Mr. Shah disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The principal business address of the persons and entities listed above is 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
(9) | Prior to the Business Combination, reflects (i) 4,764,271 Freenome shares outstanding held by Mr. Ennis, (ii) 1,321,739 Freenome shares outstanding held by Riley Ennis Irrevocable Trust dated 1/14/21, (iii) 7,102,470 Freenome shares underlying vested Freenome options held by Mr. Ennis and (iv) 7,210,855 Freenome shares underlying Freenome options to be vested and exercisable within 60 days February 28, 2026 held by Mr. Ennis. After the Business Combination, New Freenome shares owned reflects [•] shares of New Freenome underlying vested New Freenome options. |
(10) | Unless otherwise noted, the business address of each of the following individuals is Genesis Marina, 3300 Marina Blvd, Brisbane, CA 94005. |
(11) | Pursuant the Elliott Offer Letter, at the closing of the Business Combination, Dr. Elliott will receive additional equity awards to bring his aggregate option holdings to 0.5% and his aggregate restricted stock unit holdings to 0.5% of the Company's fully diluted capitalization as of closing. |
(12) | Prior to the Business Combination, reflects (i) no Freenome shares underlying vested Freenome options and (ii) 369,309 Freenome shares underlying Freenome options to be vested and exercisable within 60 days February 28, 2026. After the Business Combination, New Freenome shares owned reflects [•] shares of New Freenome underlying vested New Freenome options. |
(13) | Prior to the Business Combination, reflects (i) 679,932 Freenome shares outstanding, (ii) 1,987,503 Freenome shares underlying vested Freenome options and (iii) 2,053,016 Freenome shares underlying Freenome options to be vested and exercisable within 60 days February 28, 2026. After the Business Combination, New Freenome shares owned reflects [•] shares of New Freenome underlying vested New Freenome options. |
(14) | Prior to the Business Combination, reflects (i) 91,006 Freenome shares underlying vested Freenome options and (ii) 93,521 Freenome shares underlying Freenome options to be vested and exercisable within 60 days February 28, 2026. After the Business Combination, New Freenome shares owned reflects [•] shares of New Freenome underlying vested New Freenome options. |
(15) | Prior to the Business Combination, reflects (i) 305,995 Freenome shares underlying vested Freenome options and (ii) 308,466 Freenome shares underlying Freenome options to be vested and exercisable within 60 days February 28, 2026. After the Business Combination, New Freenome shares owned reflects [•] shares of New Freenome underlying vested New Freenome options. |
(16) | Prior to the Business Combination, reflects (i) 47,349 Freenome shares underlying vested Freenome options and (ii) 52,084 Freenome shares underlying Freenome options to be vested and exercisable within 60 days February 28, 2026. After the Business Combination, New Freenome shares owned reflects [•] shares of New Freenome underlying vested New Freenome options. |
Participant(1) | Shares | Total Purchase Price | ||||
Roche Holdings, Inc.(2) | 6,757,980 | $49,999,996.31 | ||||
Andreessen Horowitz LSV Fund II, L.P. as nominee(3) | 1,013,697 | $7,499,999.45 | ||||
Perceptive Life Sciences Master Fund Ltd.(4) | 2,703,192 | $19,999,998.53 | ||||
Entities affiliated with RA Capital Healthcare Fund, L.P.(5) | 13,515,959 | $99,999,985.22 | ||||
(1) | For additional details regarding these stockholders and their equity holdings, see “Beneficial Ownership of Securities.” |
(2) | Roche Holdings, Inc. together with Roche Finance LTD (collectively, “Roche”) hold five percent or more of our capital stock. Each of Moritz Hartmann and Josh Lauer were affiliated with Roche and a member of our board of directors at the time of this Series F preferred stock financing. |
(3) | Andreessen Horowitz LSV Fund II, L.P. together with AH Bio Fund I, L.P., AH Parallel Fund IV, L.P. and CLF Partners, LP (collectively, “Andreessen Horowitz”) holds five percent or more of our capital stock. Vijay Pande is affiliated with AH Bio Fund I, L.P. and was a member of our board of directors at the time of the financing. |
(4) | Such entity holds five percent or more of our capital stock. Dr. Hukkelhoven is affiliated with Perceptive Life Sciences Master Fund Ltd. and a member of our board of directors. |
(5) | Consists of (i) 10,103,180 shares of Series F preferred stock purchased by RA Capital Healthcare Fund, L.P., (ii) 202,739 shares of Series F preferred stock purchased by RA Capital Nexus Fund II, L.P. and (iii) 3,210,040 shares of Series F preferred stock purchased by RA Capital Nexus Fund III, L.P. RA Capital Healthcare Fund, L.P. together with its affiliates including Blackwell Partners LLC - Series A (collectively, RA Capital”) holds five percent or more of our capital stock. Peter Kolchinsky is a managing partner at RA Capital Healthcare Fund, L.P. and a member of our board of directors. |
• | any person who is, or at any time during the applicable period was, one of New Freenome’s executive officers, a director nominee or a member of the New Freenome Board; |
• | any person who is known by New Freenome to be the beneficial owner of more than five percent (5%) of its voting stock; and |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of our voting stock, and any person sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of its voting stock. |
Cayman Islands | Delaware | |||||
Stockholder/Shareholder Approval of Business Combinations | Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. All mergers (other than parent/subsidiary mergers) require shareholder approval—there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by (i) in relation to a compromise or arrangement between a company and its creditors or any class of them, a majority in number of such creditors or class of creditors with whom the arrangement is to be made and who must in addition represent 75% in value of such creditors or class of creditors, as the case may be, that are present and voting either in person or by proxy at a meeting summoned for that purpose; and (ii) in relation to a compromise or arrangement between a company and its shareholders or any class of them, shareholders who represent 75% in value of the company’s shareholders or class of shareholders, as the case may be, that are present and voting either in person or by proxy at a meeting summoned for that purpose. | Mergers that require a vote of stockholders require approval by the holders of a majority in voting power of all outstanding shares entitled to vote on the matter. Mergers in which (1) the corporation’s certificate of incorporation is not amended, (2) each share of the corporation’s stock outstanding or held in treasury immediately before the effectiveness of the merger is to be an identical outstanding or treasury share of the surviving corporation, and (3) either no shares of common stock of the corporation and no shares, securities or obligations convertible into such stock are to be issued in the merger, or the authorized unissued shares or treasury shares of common stock of the corporation to be issued or delivered plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of common stock of the corporation outstanding immediately before the merger. Mergers that contemplate a qualifying holding company reorganization do not require approval of stockholders of the corporation that is the parent prior to the merger. Mergers in which the target is widely traded, the acquirer consummates a qualifying tender offer, and a sufficient number of target stockholders tender do not require approval of target stockholders. Mergers in which a | ||||
Cayman Islands | Delaware | |||||
corporation or entity owns 90% or more of the outstanding shares of each class of stock of a corporation that would otherwise be entitled to vote on a merger may be completed without the approval of such corporation’s board of directors or any vote of its stockholders. | ||||||
Stockholder/Shareholder Votes for Routine Matters | Under Cayman Islands law and the Existing Governing Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the votes cast by or on behalf of the shareholders present in person or represented by proxy at the applicable general meeting and entitled to vote on such matter). | Unless a different voting standard is set forth in the certificate of incorporation or bylaws, approval of routine corporate matters other than director elections that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter and director elections require a plurality vote of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. | ||||
Appraisal Rights and Dissenters’ Rights | Minority shareholders that dissent from a Cayman Islands statutory merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | Appraisal rights permit a stockholder to receive cash generally equal to the fair value of the stockholder’s shares (as determined by agreement of the parties or by a court) in lieu of the consideration such stockholder would otherwise receive in the applicable transaction. Appraisal rights are generally available to the holders of shares of any class or series of stock of a Delaware corporation in a merger, consolidation, conversion or domestication, provided that no appraisal rights are available with respect to shares of any class or series of stock if, at the record date for the meeting held to approve such transaction, such shares of stock, or depositary receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders of record, unless the stockholders are required to receive anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect | ||||
Cayman Islands | Delaware | |||||
thereof), or of any other corporation that is listed on a national securities exchange or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing. | ||||||
Inspection of Books and Records | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | Any stockholder, upon written demand stating the purpose thereof, has the right to inspect the corporation’s stock ledger and other books and records for a proper purpose during the usual hours for business, subject to additional terms, requirements and exceptions. | ||||
Stockholder/Shareholder Lawsuits | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | The DGCL provides that a stockholder may bring a derivative suit by or in the right of the corporation provided that the complaint must aver that the plaintiff was a stockholder at the time of the challenged transaction or that their stock devolved upon them by operation of law. Additional pleading requirements apply under Delaware law. | ||||
Fiduciary Duties of Directors | A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances. | Directors owe fiduciary duties of care and loyalty to the corporation and its stockholders. | ||||
Indemnification of Directors and Officers | A Cayman Islands company generally may indemnify its directors or officers except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. | In actions, suits or proceedings that are not brought by or in right of the corporation, the DGCL permits a corporation to indemnify current and former directors, officers, employees and agents for attorneys’ fees and other expenses, judgments and amounts paid in settlement that the person actually and reasonably incurred in connection with the action, suit or proceeding. The person seeking indemnity may | ||||
Cayman Islands | Delaware | |||||
recover under these statutory provisions as long as they acted in good faith and in a manner the person reasonably believed was in or not opposed to the best interests of the corporation, and in the case of a criminal proceeding, that such person had no reasonable cause to believe their conduct was unlawful. In actions, suits or proceedings that are brought by or in right of the corporation, the DGCL permits a corporation to indemnify its directors, officers, employees or agents for expenses that the person actually and reasonably incurred, except that the corporation may not indemnify the person for any claim, issue or matter as to which the person has been adjudged liable to the corporation unless and only to the extent that the court in which the action or suit was brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses. The DGCL requires a corporation to indemnify its directors and officers against the expenses they actually and reasonably incur in defending against any action, suit or proceeding for which they may be indemnified if they have been successful on the merits or otherwise in the defense. In addition, the DGCL provides that expenses incurred by an officer, director, employee or agent of a corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding. In the case of a current director or officer, the advances may be made only upon the corporation’s receipt of an undertaking by or on behalf of the director or officer to | ||||||
repay the amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation as authorized under the DGCL. The provisions permitting a corporation to provide rights to indemnification or advancement of expenses may be made mandatory through the certificate of incorporation or bylaws or by agreement. | ||||||
Existing Governing Documents | Proposed Governing Documents | |||||
Authorized Shares | The share capital under the Existing Governing Documents is US$50,000 divided into 479,000,000 Class A ordinary shares of par value US$0.0001 per share, 20,000,000 PCSC Class B Shares of par value US$0.0001 per share and 1,000,000 preference shares of par value US$0.0001 per share. See paragraph 8 of the current amended and restated memorandum of association. | The Proposed Governing Documents authorize 1,010,000,000 shares, consisting of 1,000,000,000 shares of New Freenome Common Stock and 10,000,000 shares of undesignated preferred stock, each par value $0.0001 per share. See Article IV of the Proposed Certificate of Incorporation. | ||||
Voting | The Existing Governing Documents provide that holders of PCSC Class A Shares and PCSC Class B Shares will vote together as a | The holders of New Freenome Common Stock will be entitled to cast one vote per share. Except as | ||||
Existing Governing Documents | Proposed Governing Documents | |||||
single class on all matters submitted to the shareholders for their vote or approval, except as required by applicable law or provided by the Existing Governing Documents, and that shareholders are entitled to one vote per share on all matters submitted to the shareholders for their vote or approval. See Article 15.3 of the Existing Governing Documents. | otherwise required by law, the Proposed Certificate of Incorporation or the Proposed Bylaws, when quorum is present at any meeting of stockholders, any matter before the meeting shall be decided by majority of the votes properly cast for and against such matter and each election of directors shall be determined by a plurality of votes cast. See Article I, Section 6 of the Proposed Bylaws. | |||||
Authorize the Company to Make Issuances of Preferred Stock Without Stockholder Consent | The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designations, rights and preferences as may be determined from time to time by our board of directors. Accordingly, the PCSC Board is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with voting, preferences and other special rights which could adversely affect the voting power or other rights of the holders of ordinary shares. See 3.2 of the Existing Governing Documents. | The Proposed Certificate of Incorporation authorizes the New Freenome Board to create and issue one or more series of preferred stock, with such rights, powers and preferences (and qualifications, limitations and restrictions) as may be determined by the New Freenome Board and as may be permitted by the DGCL. See Article IV, Section B of the Proposed Certificate of Incorporation. | ||||
Shareholder/Stockholder Written Consent in Lieu of a Meeting | The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution. See Articles 14.19 and 14.20 of the Existing Governing Documents. | The Proposed Certificate of Incorporation allows stockholders to vote in person or by proxy at a meeting of stockholders but prohibits the ability of stockholders to act by consent in lieu of a meeting (subject to the rights of the holders of one or more outstanding series of preferred stock). See Article V, Section 1 of the Proposed Certificate of Incorporation. | ||||
Classified Board | The Existing Governing Documents provide that the PCSC Board will be divided into three classes with only one class of directors being elected in each year and each class serving for a three-year term. See Article 17.4 of the Existing Governing Documents. | The Proposed Certificate of Incorporation provides that, other than any directors elected by a special vote of any series of preferred stock the New Freenome Board will be divided into three classes with only one class of directors being elected in each year and each class serving for a three-year term. | ||||
Existing Governing Documents | Proposed Governing Documents | |||||
See Article VI, Section 2 of the Proposed Certificate of Incorporation. | ||||||
Corporate Name | The Existing Governing Documents provide the name of the company is “Perceptive Capital Solutions Corp” See paragraph 1 of the Existing Governing Documents. | The Proposed Certificate of Incorporation will provide that the name of New Freenome will be “Freenome, Inc.” See Article I of the Proposed Certificate of Incorporation. | ||||
Perpetual Existence | The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by June 13, 2026, PCSC shall cease all operations except for the purposes of winding up and shall redeem the shares issued in PCSC’s initial public offering and liquidate the trust account. See Article 38.8 of the Existing Governing Documents. | New Freenome’s existence will be perpetual pursuant to the default rule under the DGCL. | ||||
Takeovers by Interested Stockholders | The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by June 13, 2026, PCSC shall cease all operations except for the purposes of winding up and shall redeem the shares issued in the IPO and liquidate the trust account. See Article 38.8 of the Existing Governing Documents. | The DGCL provides for certain restrictions regarding “business combinations” with “interested stockholders” (as such terms are defined in Section 203 of the DGCL) and the Proposed Governing Documents do not opt out of such restrictions. See the description of such restrictions in the subsection titled “— Anti-Takeover Provisions” in the section titled “Description of New Freenome Securities” below. | ||||
Provisions Related to Status as Blank Check Company | The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. See Article 38 of the Existing Governing Documents. | The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon the Closing, as we will cease to be a blank check company at such time. | ||||
Stakeholder | Market Standoff Restrictions | Shares Subject to Market Standoff Restrictions | Market Standoff Period | ||||||
The Sponsor, Perceptive PIPE Investor, and certain Freenome stockholders and certain New Freenome officers and directors | Lock-up Agreement | 13,467,253 shares of New Freenome Common Stock(1) | For a period of six (6) months after the Closing Date. Further, the shares of New Freenome Common Stock issued to the Sponsor, Perceptive PIPE Investor and certain Freenome stockholders are restricted securities. New Freenome is required to file a registration statement registering the resale of such shares within 30 days following the Closing Date.(2) | ||||||
PCSC public shareholders, which are expected to hold 8,911,250 shares of New Freenome Common Stock after the consummation of the Business Combination, assuming no shares are redeemed in connection with the Business Combination(1) | None | None | None(2) | ||||||
Other PIPE Investors and certain Freenome stockholders | None. However, the shares of New Freenome Common Stock issued in the PIPE Financing and issued to certain Freenome stockholders in connection with the Business Combination, are restricted securities. New Freenome is required to file a registration statement registering the resale of such shares of New Freenome Common Stock within 30 days following the Closing Date. | ||||||||
(1) | Number of shares reflects the assumptions made further above in the sensitivity table under “Questions and Answers for the Shareholders of PCSC—What equity stake will current PCSC shareholders and current equityholders of Freenome hold in New Freenome immediately after the consummation of the Business Combination?” Does not adjust for sources of dilution following the Closing Date. For more information on potential sources of dilution also see, “Questions and Answers for the Shareholders of PCSC—What equity stake will current PCSC shareholders and current equityholders of Freenome hold in New Freenome immediately after the consummation of the Business Combination?” |
(2) | Shareholders who become affiliates of New Freenome for purposes of Rule 144 under the Securities Act would be subject to additional resale restrictions pursuant to Rule 144, once available. |
• | 1% of the total number of New Freenome Common Stock then outstanding; or |
• | the average weekly reported trading volume of the New Freenome Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | not less than the 90 days; and |
• | not more than the 120 days prior to the one-year anniversary of the preceding year’s annual meeting. |
• | If the shares are registered in the name of the shareholder, the shareholder should contact PCSC at its offices at Perceptive Capital Solutions Corp, 51 Astor Place, 10th Floor, New York, New York 10003 or by telephone at +1 (212) 284-2300, to inform PCSC of his, her or their request; or |
• | If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly. |
Financial Statements: | |||
December 31, 2025 | December 31, 2024 | |||||
Assets | ||||||
Current Assets | ||||||
Cash | $ | $ | ||||
Prepaid expenses | ||||||
Total Current Assets | ||||||
Cash and investments held in Trust Account | ||||||
Total Assets | $ | $ | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||||
Current Liabilities | ||||||
Accrued expenses | $ | $ | ||||
Total Current Liabilities | ||||||
Deferred underwriting fee | ||||||
Total Liabilities | ||||||
Commitments and Contingencies (Note 5) | ||||||
Class A ordinary shares subject to possible redemption, | ||||||
Shareholders’ Deficit | ||||||
Preference shares, $ | ||||||
Class A ordinary shares, $ | ||||||
Class B ordinary shares, $ | ||||||
Accumulated deficit | ( | ( | ||||
Total Shareholders’ Deficit | ( | ( | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||
(1) |
For the Year Ended December 31, 2025 | For the Period from March 22, 2024 (Inception) Through December 31, 2024 | |||||
General and administrative expenses | $ | $ | ||||
Loss from operations | ( | ( | ||||
Other income (expense): | ||||||
Interest earned on investments held in Trust Account | ||||||
Unrealized (loss) gain on investments held in Trust Account | ( | |||||
Total other income, net | ||||||
Net income | $ | $ | ||||
Weighted average shares outstanding of Class A redeemable ordinary shares | ||||||
Basic and diluted net income per ordinary share, Class A redeemable ordinary shares | $ | $ | ||||
Weighted average shares outstanding of Class A and B non-redeemable ordinary shares(1) | ||||||
Basic net income per ordinary share, Class A and B non-redeemable ordinary shares | $ | $ | ||||
Weighted average shares outstanding of Class A and B non-redeemable ordinary shares(1) | ||||||
Diluted net income per ordinary share, Class A and B non-redeemable ordinary shares | $ | $ | ||||
(1) |
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||
Balance — March 22, 2024 (inception) | $ | $ | $ | $ | |||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | |||||||||||||||||||||
Sale of Private Placement Shares | |||||||||||||||||||||
Allocated value of transaction costs to Class A ordinary shares | — | — | ( | ( | |||||||||||||||||
Accretion for Class A ordinary shares subject to redemption amount | — | — | ( | ( | ( | ||||||||||||||||
Net income | — | — | |||||||||||||||||||
Balance – December 31, 2024 | ( | ( | |||||||||||||||||||
Accretion for Class A ordinary shares subject to redemption amount | — | — | ( | ( | |||||||||||||||||
Net income | — | — | |||||||||||||||||||
Balance – December 31, 2025 | $ | $ | $ | $( | $( | ||||||||||||||||
(1) |
For the Year Ended December 31, 2025 | For the Period from March 22, 2024 (Inception) Through December 31, 2024 | |||||
Cash Flows from Operating Activities: | ||||||
Net income | $ | $ | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Payment of operating costs through promissory note | ||||||
Interest earned on investments held in Trust Account | ( | ( | ||||
Unrealized loss (gain) on investments held in Trust Account | ( | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | ( | |||||
Accrued expenses | ||||||
Net cash used in operating activities | ( | ( | ||||
Cash Flows from Investing Activities: | ||||||
Investment of cash in Trust Account | ( | |||||
Cash withdrawn from Trust Account for working capital purposes | ||||||
Net cash provided by (used in) investing activities | ( | |||||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of shares, net of underwriting discounts paid | ||||||
Proceeds from sale of Private Placement Shares | ||||||
Underwriter reimbursement | ||||||
Repayment of promissory note – related party | ( | |||||
Payment of offering costs | ( | |||||
Net cash provided by financing activities | ||||||
Net Change in Cash | ( | |||||
Cash – Beginning of period | ||||||
Cash – End of period | $ | $ | ||||
Noncash investing and financing activities: | ||||||
Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares | $ | $ | ||||
Deferred offering costs paid through promissory note - related party | $ | $ | ||||
Deferred underwriting fee payable | $ | $ | ||||
Gross proceeds | $ | ||
Less: | |||
Class A ordinary shares issuance costs | ( | ||
Plus: | |||
Accretion of carrying value to redemption value | |||
Class A ordinary shares subject to possible redemption, December 31, 2024 | |||
Plus: | |||
Accretion of carrying value to redemption value | |||
Class A ordinary shares subject to possible redemption, December 31, 2025 | $ | ||
For the Year Ended December 31, 2025 | For the Period from March 22, 2024 (Inception) Through December 31, 2024 | |||||||||||
Class A Redeemable | Class A and B Non- redeemable | Class A Redeemable | Class A and B Non- redeemable | |||||||||
Basic net income per ordinary share: | ||||||||||||
Numerator: | ||||||||||||
Allocation of net income | $ | $ | $ | $ | ||||||||
Denominator: | ||||||||||||
Basic weighted average ordinary shares outstanding | ||||||||||||
Basic net income per ordinary share | $ | $ | $ | $ | ||||||||
For the Year Ended December 31, 2025 | For the Period from March 22, 2024 (Inception) Through December 31, 2024 | |||||||||||
Class A Redeemable | Class A and B Non- redeemable | Class A Redeemable | Class A and B Non- redeemable | |||||||||
Diluted net income per ordinary share: | ||||||||||||
Numerator: | ||||||||||||
Allocation of net income | $ | $ | $ | $ | ||||||||
Denominator: | ||||||||||||
Diluted weighted average ordinary shares outstanding | ||||||||||||
Diluted net income per ordinary share | $ | $ | $ | $ | ||||||||
Held to Maturity | Level | Amortized Cost | Gross Holding Gain | Fair Value | |||||||||||
December 31, 2025 | U.S. Treasury Securities (matured February 19, 2026) | 1 | $ | $ | $ | ||||||||||
Held to Maturity | Level | Amortized Cost | Gross Holding Gain | Fair Value | |||||||||||
December 31, 2024 | U.S. Treasury Securities (matured April 3, 2025) | 1 | $ | $ | $ | ||||||||||
As of December 31, 2025 | As of December 31, 2024 | |||||
Cash | $ | $ | ||||
Investments held in Trust Account | $ | $ | ||||
For the Year Ended December 31, 2025 | For the Period from March 22, 2024 (Inception) Through December 31, 2024 | |||||
General and administrative expenses | $ | $ | ||||
Interest earned on investments held in Trust Account | $ | $ | ||||
December 31, | ||||||
2025 | 2024 | |||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $78,558 | $67,052 | ||||
Short-term marketable securities | 138,106 | 176,414 | ||||
Accounts and other receivables | 1,307 | 1,662 | ||||
Prepaid expenses and other current assets | 8,520 | 7,475 | ||||
Total current assets | 226,491 | 252,603 | ||||
Property and equipment, net | 155,776 | 173,866 | ||||
Operating lease right-of-use assets, net | 97,055 | 100,903 | ||||
Intangible assets, net | 3,300 | 4,368 | ||||
Goodwill | 10,513 | 10,513 | ||||
Other long-term assets | 4,800 | 549 | ||||
Restricted cash | 9,118 | 9,118 | ||||
Total assets | $507,053 | $551,920 | ||||
Liabilities, Convertible Preferred Stock, and Stockholders’ Deficit | ||||||
Current liabilities: | ||||||
Accounts payable | $6,084 | $21,012 | ||||
Accrued compensation and other related benefits | 13,424 | 12,364 | ||||
Accrued expenses and other current liabilities | 3,783 | 3,465 | ||||
Deferred revenue, current | 7,123 | — | ||||
Current portion of lease liabilities | 10,114 | 5,043 | ||||
Total current liabilities | 40,528 | 41,884 | ||||
Long-term liabilities: | ||||||
Lease liabilities, net of current portion | 199,015 | 201,473 | ||||
Convertible note, at fair value | 41,600 | — | ||||
Convertible note, related party | 60,895 | — | ||||
Deferred revenue, non-current | 49,138 | — | ||||
Other long-term liabilities | 15,433 | — | ||||
Total liabilities | 406,609 | 243,357 | ||||
Commitments and contingencies (Note 9) | ||||||
Redeemable convertible preferred stock, $0.0001 par value – 213,700,719 shares authorized as of December 31, 2025 and 2024; and 212,541,832 shares issued and outstanding as of December 31, 2025 and 2024 | 1,363,580 | 1,363,580 | ||||
Stockholders’ deficit | ||||||
Common stock, $0.0001 par value – 302,184,000 shares authorized as of December 31, 2025 and 2024; 26,267,598 and 29,248,066 shares issued as of December 31, 2025 and 2024, respectively; 26,267,598 and 25,973,713 shares outstanding as of December 31, 2025 and 2024, respectively | 3 | 3 | ||||
Additional paid-in capital | 83,834 | 75,259 | ||||
Treasury stock, at cost | — | (2,619) | ||||
Accumulated other comprehensive gain | 132 | 102 | ||||
Accumulated deficit | (1,347,105) | (1,127,762) | ||||
Total stockholders’ deficit | (1,263,136) | (1,055,017) | ||||
Total liabilities, convertible preferred stock, and stockholders’ deficit | $507,053 | $551,920 | ||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Revenue: | ||||||
License and collaboration revenue | $27,139 | $— | ||||
Service and other revenue | 3,270 | 2,882 | ||||
Total revenue | 30,409 | 2,882 | ||||
Operating costs and expenses: | ||||||
Cost of services | 1,944 | 2,564 | ||||
Research and development | 197,117 | 225,749 | ||||
General and administrative | 54,817 | 66,542 | ||||
Total operating costs and expenses | 253,878 | 294,855 | ||||
Loss from operations | (223,469) | (291,973) | ||||
Other income, net: | ||||||
Interest and investment income, net | 6,914 | 17,584 | ||||
Interest expense | (2,820) | — | ||||
Other income (expense), net | 32 | (32) | ||||
Net loss | (219,343) | (274,421) | ||||
Deemed dividends | — | (6,852) | ||||
Net loss attributable to common stockholders | $(219,343) | $(281,273) | ||||
Net loss per share attributable to common stockholders, basic and diluted | $(8.28) | $(10.76) | ||||
Weighted-average shares of common stock outstanding, basic and diluted | 26,497,083 | 26,138,181 | ||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Net loss | $(219,343) | $(274,421) | ||||
Other comprehensive income (loss): | ||||||
Unrealized (loss) gain on marketable securities | (1) | 143 | ||||
Foreign currency translation adjustments | 31 | 46 | ||||
Other comprehensive income | 30 | 189 | ||||
Comprehensive loss | $(219,313) | $(274,232) | ||||
Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of December 31, 2023 | 176,864,758 | 1,099,925 | 25,413,860 | $3 | $48,532 | $(2,619) | $(87) | $(846,489) | $(800,660) | |||||||||||||||||||
Issuance of Series F convertible preferred stock, net of issuance costs | 35,677,074 | 263,655 | — | — | — | — | — | — | — | |||||||||||||||||||
Deemed dividend upon down round of convertible preferred stock | — | — | — | — | 6,852 | — | — | (6,852) | — | |||||||||||||||||||
Issuance of shares upon exercise of stock options | — | — | 559,853 | — | 593 | — | — | — | 593 | |||||||||||||||||||
Stock-based compensation expense | — | — | — | — | 19,282 | — | — | — | 19,282 | |||||||||||||||||||
Unrealized gain on available-for-sale securities | — | — | — | — | — | — | 143 | — | 143 | |||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | 46 | — | 46 | |||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (274,421) | (274,421) | |||||||||||||||||||
Balance as of December 31, 2024 | 212,541,832 | 1,363,580 | 25,973,713 | 3 | 75,259 | (2,619) | 102 | (1,127,762) | (1,055,017) | |||||||||||||||||||
Retirement of treasury stock | — | — | — | — | (2,619) | 2,619 | — | — | — | |||||||||||||||||||
Issuance of shares upon exercise of stock options | — | — | 293,885 | — | 639 | — | — | — | 639 | |||||||||||||||||||
Stock-based compensation expense | — | — | — | — | 10,555 | — | — | — | 10,555 | |||||||||||||||||||
Unrealized loss on available-for-sale securities | — | — | — | — | — | — | (1) | — | (1) | |||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | 31 | 31 | ||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (219,343) | (219,343) | |||||||||||||||||||
Balance as of December 31, 2025 | 212,541,832 | $1,363,580 | 26,267,598 | $3 | $83,834 | $— | $132 | $(1,347,105) | $(1,263,136) | |||||||||||||||||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Cash flows from operating activities | ||||||
Net loss | $(219,343) | $(274,421) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 24,356 | 15,867 | ||||
Noncash lease expense | 3,848 | 10,278 | ||||
Stock-based compensation expense | 10,555 | 19,282 | ||||
Net accretion and amortization of investments in marketable securities | (4,130) | (7,942) | ||||
Loss from disposal of property and equipment | 204 | 863 | ||||
Non-cash interest expense and amortization of debt issuance costs | 1,549 | — | ||||
Changes in operating assets and liabilities: | ||||||
Accounts and other receivables | 355 | 2,303 | ||||
Prepaid expenses and other current assets | (1,045) | 4,891 | ||||
Other long-term assets | 269 | (37) | ||||
Accounts payable | (2,333) | 10,717 | ||||
Accrued compensation and other related benefits | 1,060 | (2,846) | ||||
Accrued expenses and other current liabilities | (8) | (10,536) | ||||
Deferred revenue | 56,261 | — | ||||
Operating lease liabilities | 2,769 | 35,214 | ||||
Other long-term liabilities | 14,964 | — | ||||
Net cash used in operating activities | (110,669) | (196,367) | ||||
Cash flows from investing activities | ||||||
Purchases of marketable securities | (256,563) | (436,565) | ||||
Proceeds from sales and maturities of marketable securities | 299,000 | 444,000 | ||||
Acquisition of Oncimmune, net of cash acquired | — | 165 | ||||
Purchases of property and equipment | (21,054) | (60,410) | ||||
Net cash provided by (used in) investing activities | 21,383 | (52,810) | ||||
Cash flows from financing activities | ||||||
Payments made on finance leases | (159) | (256) | ||||
Proceeds from convertible notes | 101,636 | — | ||||
Convertible notes issuance costs | (515) | — | ||||
Payment for offering costs | (840) | — | ||||
Proceeds from issuance of preferred stock | — | 263,963 | ||||
Preferred stock issuance costs | — | (308) | ||||
Proceeds from issuance of common stock upon exercise of stock options | 639 | 593 | ||||
Net cash provided by financing activities | 100,761 | 263,992 | ||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 31 | 46 | ||||
Net increase in cash and cash equivalents | 11,506 | 14,861 | ||||
Cash, cash equivalents and restricted cash at beginning of period | 76,170 | 61,309 | ||||
Cash, cash equivalents and restricted cash at end of period | $87,676 | $76,170 | ||||
Reconciliation to amounts on the Consolidated Balance Sheets: | ||||||
Cash and cash equivalents | $78,558 | $67,052 | ||||
Restricted cash | 9,118 | 9,118 | ||||
Total cash, cash equivalents and restricted cash | $87,676 | $76,170 | ||||
Supplemental disclosures of cash flow information: | ||||||
Cash paid for interest on finance lease liabilities | $— | $20 | ||||
Lease liabilities arising from obtaining right-of-use assets | $3 | $8,708 | ||||
Supplemental disclosures of noncash investing and financing activities: | ||||||
Purchases of property and equipment in accounts payable and accrued expenses | $— | $4,627 | ||||
Deemed dividend upon down round of convertible preferred stock | — | 6,852 | ||||
Unpaid deferred offering costs included in accounts payable and accrued expenses | 3,680 | — | ||||
• | fair value of the Company’s convertible preferred stock; |
• | fair value of the Company’s common stock; |
• | impairment assessment of goodwill and intangible assets; |
• | impairment assessment and recoverability of long-lived assets; |
• | stock-based compensation expense and related assumptions; |
• | income tax uncertainties and valuation allowance for deferred tax assets; |
• | performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation; and |
• | the fair value of the convertible notes. |
• | Level 1—inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access; |
• | Level 2— inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and |
• | Level 3— inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies, or similar valuation techniques, as well as significant management judgment or estimation. |
Estimated Useful Life (in years) | |||
Machinery and equipment | 5 years | ||
Computer software | 3 years | ||
Computer equipment | 2 - 5 years | ||
Laboratory equipment | 5 years | ||
Furniture and fixtures | 7 years | ||
Leasehold improvements | Shorter of estimated useful life or remaining lease term | ||
• | Expected Term— The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method in accordance with the Securities and Exchange Commission (“SEC”), Staff Accounting Bulletin (“SAB”) No. 107 and 110 (based on the mid-point between the vesting date and the end of the contractual term); |
• | Expected Volatility— The expected stock price volatility assumption was determined by examining the historical volatility for industry peers, as the Company did not have any trading history for its common stock. The Company expects to continue to utilize peer volatility until such time as it has adequate historical data regarding the volatility of its own traded common stock price; |
• | Expected Risk Free Interest Rate— The risk-free interest rate assumption is based on U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options; and |
• | Expected Dividend Yield— The Company has never paid, and does not anticipate paying in the foreseeable future, cash dividends on its common stock. Consequently, an expected dividend yield of zero was used. |
December 31, 2025 | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Remaining Weighted- Average Useful Life (in years) | |||||||||
Intangible assets acquired: | ||||||||||||
Acquired developed technology | $5,509 | $(2,498) | $3,011 | 3.4 | ||||||||
Customer relationships | 529 | (240) | 289 | 3.4 | ||||||||
Total intangible assets acquired | $6,038 | $(2,738) | $3,300 | |||||||||
December 31, 2024 | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Remaining Weighted- Average Useful Life (in years) | |||||||||
Intangible assets acquired: | ||||||||||||
Acquired developed technology | $5,509 | $(1,524) | $3,985 | 4.4 | ||||||||
Customer relationships | 529 | (146) | 383 | 4.4 | ||||||||
Total intangible assets acquired | $6,038 | $(1,670) | $4,368 | |||||||||
Year Ending December 31, | Total | ||
2026 | $1,006 | ||
2027 | 1,006 | ||
2028 | 1,006 | ||
2029 | 282 | ||
Total | $3,300 | ||
December 31, 2025 | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||
Assets: | ||||||||||||
Cash equivalents: | ||||||||||||
Money market funds | $40,320 | $— | $— | $40,320 | ||||||||
U.S. treasury securities | 29,638 | — | — | 29,638 | ||||||||
Total cash equivalents | 69,958 | — | — | 69,958 | ||||||||
Short-term marketable securities: | ||||||||||||
U.S. treasury securities | 138,106 | — | — | 138,106 | ||||||||
Total short-term marketable securities | 138,106 | — | — | 138,106 | ||||||||
Total assets subject to fair value measurements on a recurring | 208,064 | — | — | 208,064 | ||||||||
Liabilities: | ||||||||||||
Convertible note, at fair value | $— | $— | 41,600 | 41,600 | ||||||||
Total liabilities subject to fair value measurements on a recurring basis | $— | $— | $41,600 | $41,600 | ||||||||
December 31, 2024 | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||
Assets: | ||||||||||||
Cash equivalents: | ||||||||||||
Money market funds | $50,295 | $— | $— | $50,295 | ||||||||
Total cash equivalents | 50,295 | — | — | 50,295 | ||||||||
Short-term marketable securities: | ||||||||||||
U.S. treasury securities | 176,414 | — | — | 176,414 | ||||||||
Total short-term marketable securities | 176,414 | — | — | 176,414 | ||||||||
Total assets subject to fair value measurements on a recurring basis | $226,709 | $— | $— | $226,709 | ||||||||
Estimated Stock Price | $2.44 | ||
Credit Spread | 8.9% | ||
December 31, 2025 | ||||||||||||
Amortized Cost | Gross Unrealized Gain | Gross Unrealized Loss | Estimated Fair Value | |||||||||
Cash equivalents: | ||||||||||||
Money market funds | $40,320 | $— | $— | $40,320 | ||||||||
U.S. treasury securities | 29,631 | 7 | — | 29,638 | ||||||||
Total cash equivalents | 69,951 | 7 | — | 69,958 | ||||||||
Short-term marketable securities: | ||||||||||||
U.S. treasury securities | 138,029 | 77 | — | 138,106 | ||||||||
Total short-term marketable securities | 138,029 | 77 | — | 138,106 | ||||||||
Total assets measured at fair value | $207,980 | $84 | $— | $208,064 | ||||||||
December 31, 2024 | ||||||||||||
Amortized Cost | Gross Unrealized Gain | Gross Unrealized Loss | Estimated Fair Value | |||||||||
Cash equivalents: | ||||||||||||
Money market funds | $50,295 | $— | $— | $50,295 | ||||||||
Total cash equivalents | 50,295 | — | — | 50,295 | ||||||||
Short-term marketable securities: | ||||||||||||
U.S. treasury securities | 176,329 | 85 | — | 176,414 | ||||||||
Total short-term marketable securities | 176,329 | 85 | — | 176,414 | ||||||||
Total assets measured at fair value | $226,624 | $85 | $— | $226,709 | ||||||||
December 31, | ||||||
2025 | 2024 | |||||
Leasehold improvements | $147,924 | $148,909 | ||||
Laboratory machinery and equipment | 40,669 | 35,453 | ||||
Machinery & Equipment | 7,514 | 7,514 | ||||
Computer hardware and software | 4,905 | 4,941 | ||||
Furniture and fixtures | 4,140 | 4,140 | ||||
Construction in progress | 847 | 2,524 | ||||
Subtotal | 205,999 | 203,481 | ||||
Less: accumulated depreciation and amortization | (50,223) | (29,615) | ||||
Total Property and equipment, net | $155,776 | $173,866 | ||||
December 31, 2025 | December 31, 2024 | |||||
Accrued bonuses | $12,141 | $10,888 | ||||
Accrued payroll and related expenses | 916 | 1,110 | ||||
Accrued other compensation related benefits | 367 | 366 | ||||
Total Accrued compensation and other related benefits | $13,424 | $12,364 | ||||
Year Ending December 31 | |||
2026 | $8,139 | ||
2027 | 8,250 | ||
$16,389 | |||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Operating lease cost | $26,917 | $31,382 | ||||
Variable lease cost | 10,877 | 8,283 | ||||
Finance lease cost: | ||||||
Finance lease amortization | 182 | 276 | ||||
Interest on finance lease liabilities | 3 | 20 | ||||
Total lease cost | $37,979 | $39,961 | ||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||
Operating leases | $37,476 | $14,042 | ||||
Finance leases | $159 | $256 | ||||
Right-of-use assets obtained in exchange for lease obligations: | ||||||
Operating leases | $3 | $8,708 | ||||
Weighted-average remaining lease term (in years): | ||||||
Operating leases | 9.0 | 9.9 | ||||
Finance leases | — | 0.6 | ||||
Weighted-average discount rate: | ||||||
Operating leases | 11.3% | 11.3% | ||||
Finance leases | —% | 7.5% | ||||
Year Ending December 31, | Operating Leases | Finance Leases | Total | ||||||
2026 | $31,837 | $— | $31,837 | ||||||
2027 | 32,872 | — | 32,872 | ||||||
2028 | 33,944 | — | 33,944 | ||||||
2029 | 35,053 | — | 35,053 | ||||||
2030 | 36,201 | — | 36,201 | ||||||
Thereafter | 165,841 | — | 165,841 | ||||||
Total undiscounted lease payments | 335,748 | — | 335,748 | ||||||
Less: Imputed interest | (126,619) | — | (126,619) | ||||||
Total lease liabilities | 209,129 | — | 209,129 | ||||||
Less: Current portion of lease liabilities | 10,114 | — | 10,114 | ||||||
Non-current lease liabilities | $199,015 | $— | $199,015 | ||||||
Risk-free interest rate | 4.22% | ||
Expected volatility | 76.9% | ||
Expected term (in years) | 0.92 – 1.92 | ||
Expected dividend yield | 0.0% | ||
Shares Authorized | Shares Issued and Outstanding | Original Issue Price | Aggregate Liquidation Preference | Net Carrying Value | |||||||||||
(in thousands) | |||||||||||||||
Series Seed-1 preferred | 3,360,000 | 3,360,000 | $0.23810 | $800 | $800 | ||||||||||
Series Seed-2 preferred | 9,092,395 | 9,092,395 | $0.61051 | 5,551 | 5,551 | ||||||||||
Series A preferred | 22,660,320 | 22,660,320 | $3.07255 | 69,625 | 69,518 | ||||||||||
Series B preferred | 36,207,457 | 36,207,457 | $4.55707 | 165,000 | 164,659 | ||||||||||
Series C preferred | 40,826,799 | 40,826,799 | $6.61330 | 270,000 | 269,679 | ||||||||||
Series D preferred | 39,775,664 | 39,775,644 | $7.52334 | 299,246 | 299,151 | ||||||||||
Series E preferred | 25,284,991 | 24,942,143 | $11.10351 | 276,945 | 290,567 | ||||||||||
Series F preferred | 36,493,093 | 35,677,074 | $7.39866 | 263,963 | 263,655 | ||||||||||
Total | 213,700,719 | 212,541,832 | $1,351,130 | $1,363,580 | |||||||||||
• | Dividends Rights – The holders of shares of convertible preferred stock (the “preferred stockholders”) are entitled to receive non-cumulative dividends, as adjusted for stock splits, dividends, reclassifications or the like, prior and in preference to any declaration or payment of any dividends to the holders of shares of the Company’s common stock (“common stock,” and the holders of common stock, the “common stockholders”), when and if declared by the Company’s Board of Directors (the “Board”), at a rate of 6.0% of the applicable Original Issue Price (as defined) per annum on each outstanding share of convertible preferred stock. The Board has not declared any dividends to date. |
• | Voting Rights – The preferred stockholders are entitled to voting rights equal to the number of whole shares of common stock into which each share of convertible preferred stock could be converted. In addition, so long as at least 2,000,000 shares of Series A preferred stock are outstanding, the holders of shares of Series A preferred stock, voting together as a separate class, are entitled to elect one member of the Board. So long as at least 2,000,000 shares of Series B preferred stock are outstanding, the holders of shares of Series B preferred stock, voting together as a separate class, are entitled to elect one member of the Board. So long as at least 2,000,000 shares of Series C preferred stock are outstanding, the holders of shares of Series C preferred stock, voting together as a separate class, are entitled to elect one member of the Board. So long as at least 2,000,000 shares of Series E preferred stock are outstanding, the holders of shares of Series E preferred stock, voting together as a separate class, are entitled to elect two members of the Board. The common stockholders, voting exclusively and as a separate class, are entitled to elect one member of the Board. The preferred stockholders and the common stockholders, voting together as a single class on an as-converted basis, are entitled to elect any remaining members of the Board. |
• | Liquidation Rights – In the event of any liquidation, dissolution or winding up of the Company, including certain mergers, consolidations, and asset sales, either voluntary or involuntary, the holders of shares of convertible preferred stock then outstanding, on a pari passu basis, are entitled to receive, prior to and in preference to the common stockholders, an amount equal to the greater of (i) the applicable Original Issue Price, plus declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of convertible preferred stock been converted into shares of common stock, as adjusted for stock splits, dividends, reclassifications or the like. If, upon occurrence of such an event, the assets and funds distributed among the holders of shares of convertible preferred stock are insufficient to permit the above payment to such holders, then the assets and funds of the Company legally available for distribution to the holders of shares of convertible preferred stock will be distributed ratably among the holders in proportion to the preferential amount each such holder is otherwise entitled to receive. Following these payments, the remaining assets and surplus funds of the Company, if any, will be distributed ratably among the common stockholders based on the number of shares of common stock held. |
• | Redemption Rights – The convertible preferred stock is not redeemable by the preferred stockholders except in connection with a Deemed Liquidation Event (as defined) which does not include the dissolution of the Company. |
• | Conversion Rights – Each share of preferred stock is convertible at the option of the holder at any time after the date of issuance into the number of shares of common stock determined by dividing the Original Issue Price by the Conversion Price (as defined). The Conversion Price for each series of convertible preferred stock was initially equal to the Original Issue Price for such series, and as of December 31, 2025, each share of convertible preferred stock (other than for the Series D and E preferred stock) is convertible into one share of common stock. The issuance of the Series F preferred stock triggered the anti-dilution protection provision for the Series D and E preferred stock. As a result, the Conversion Price per share for each of the Series D and E preferred stock was adjusted from $7.54230 and $11.6670 to $7.52334 and $11.10351, respectively, and accordingly, each share of Series D and E preferred stock is convertible into 1.0025 and 1.0507 shares of common stock. Shares of convertible preferred stock automatically convert into shares of common stock upon the earlier of (i) the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, of common stock where the gross proceeds to the Company are not less than $100.0 million, or (ii) the vote or written consent of the holders of at least a majority of the outstanding shares of convertible preferred stock voting together as a single class on an as-converted basis and the holders of at least a majority of the outstanding shares of Series C, D, E, and F preferred stock voting together as a single class on an as-converted basis. |
• | Registration Rights – The preferred stockholders have the right to request the Company to file certain registration statements with the Securities and Exchange Commission for the registration of shares related to the convertible preferred stock. The obligations of the Company regarding such registration rights include, but are not limited to, reasonable efforts to cause such registration statement to become effective, keep such registration statement effective for up to 120 days, prepare and file amendments and supplements to such registration statement and the prospectus used in connection with such registration statement, and notify each selling holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed. The terms of the registration rights provide for the payment of certain expenses related to the registration of the shares, including a capped reimbursement of legal fees of a single special counsel for the preferred stockholders but do not impose any obligations for the Company to pay additional consideration to the holders in case a registration statement is not declared effective. |
December 31, 2025 | December 31, 2024 | |||||
Convertible preferred stock common stock equivalent, if converted | 213,907,881 | 213,907,881 | ||||
Shares available for issuance under 2016 Equity Incentive Plan | 10,804,104 | 25,715,531 | ||||
Stock-based awards outstanding | 43,985,142 | 29,367,600 | ||||
Warrants to purchase common stock | 478,060 | 478,060 | ||||
Convertible notes(1) | 17,170,902 | — | ||||
Total | 286,346,089 | 269,469,072 | ||||
(1) | The Company reasonably assumed the Convertible Notes will convert upon a public listing as defined in Note 18. |
Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | |||||||||
Outstanding – December 31, 2024 | 27,066,270 | $3.10 | 7.1 | $28,242 | ||||||||
Granted | 4,992,451 | $3.93 | ||||||||||
Exercised | (293,885) | $2.54 | ||||||||||
Forfeited or canceled | (2,251,936) | $3.82 | ||||||||||
Outstanding – December 31, 2025 | 29,512,900 | $3.19 | 6.6 | $2,483 | ||||||||
Exercisable – December 31, 2025 | 23,203,315 | $3.04 | 6.1 | $2,483 | ||||||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Expected term (in years) | 6.0 | 5.9 | ||||
Expected volatility | 68.8% | 70.5% | ||||
Risk-free interest rate | 4.0% | 4.1% | ||||
Expected dividend yield | —% | —% | ||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Intrinsic value of options exercised | $237 | $2,072 | ||||
Grant date fair value of options vested | $9,278 | $14,409 | ||||
Weighted-average grant date fair value per share of options granted | $3.93 | $4.84 | ||||
Number of RSUs and RSAs | Weighted- Average Grant Date Fair Value Per Share | |||||
Outstanding – December 31, 2024 | 10,052,224 | $3.54 | ||||
Granted | 5,498,038 | $3.70 | ||||
Forfeited or canceled | (1,078,020) | $3.83 | ||||
Outstanding – December 31, 2025 | 14,472,242 | $3.58 | ||||
Year Ended December 31, | ||||||
Stock-based compensation recognized as: | 2025 | 2024 | ||||
R&D expenses | $5,241 | $5,915 | ||||
G&A expenses | 5,314 | 13,367 | ||||
Total | $10,555 | $19,282 | ||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Numerator: | ||||||
Net loss | $(219,343) | $(274,421) | ||||
Deemed dividends | — | (6,852) | ||||
Net loss attributable to common stockholders | $(219,343) | $(281,273) | ||||
Denominator: | ||||||
Weighted-average shares of common stock outstanding – basic and diluted | 26,497,083 | 26,138,181 | ||||
Net loss per share attributable to common stockholders – basic and diluted | $(8.28) | $(10.76) | ||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Convertible preferred stock | 213,907,881 | 213,907,881 | ||||
Options to purchase common stock | 29,512,900 | 19,315,376 | ||||
Restricted stock units issued and outstanding | 14,472,242 | 10,052,224 | ||||
Warrants to purchase common stock | 49,500 | 49,500 | ||||
Convertible notes | 17,170,902 | 0 | ||||
Total | 275,113,425 | 243,324,981 | ||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Domestic | $(218,554) | $(273,488) | ||||
Foreign | (789) | (933) | ||||
Loss before income taxes | $(219,343) | $(274,421) | ||||
Year Ended December 31, | ||||||
2025 | ||||||
US federal statutory tax rate | $(46,062) | 21.0% | ||||
State and local income taxes, net of federal income tax effect(1) | (1,019) | 0.5% | ||||
Research and development credits | (5,290) | 2.4% | ||||
Change in valuation allowance (federal) | 48,569 | (22.2)% | ||||
Nondeductible items: | ||||||
Stock-based compensation | 1,098 | (0.5)% | ||||
Other permanent adjustments | 464 | (0.2)% | ||||
Worldwide changes in unrecognized tax benefits | 1,117 | (0.5)% | ||||
Other: | ||||||
Cumulative deferred true-up | 958 | (0.4)% | ||||
Foreign tax effects | 165 | (0.1)% | ||||
Total provision for income taxes | $— | —% | ||||
(1) | For the year ended December 31, 2025, California comprises the majority of the tax effect in this category. |
Year Ended December 31, | ||||||
2024 | ||||||
Income tax benefit at the federal statutory level | $(57,628) | 21.0% | ||||
State income taxes, net of federal benefit | (21,112) | 7.7% | ||||
Research and development credits | (6,661) | 2.4% | ||||
Stock-based compensation | 1,106 | (0.4)% | ||||
Other permanent adjustments | 161 | (0.1)% | ||||
Foreign rate differential | 196 | (0.1)% | ||||
Change in valuation allowance | 83,938 | (30.5)% | ||||
Total provision for income taxes | $— | —% | ||||
December 31, | ||||||
2025 | 2024 | |||||
Deferred tax assets | ||||||
Federal and state net operating loss carryforwards | $256,924 | $189,614 | ||||
Research and development credits | 50,765 | 48,159 | ||||
Capitalized research and development costs | 64,202 | 87,897 | ||||
Lease liabilities | 56,638 | 61,775 | ||||
Stock-based compensation | 7,420 | 7,965 | ||||
Long-term license option liability | 4,053 | — | ||||
Reserves and accruals | 3,389 | 3,521 | ||||
Other | 317 | 258 | ||||
Gross deferred tax assets | 443,708 | 399,189 | ||||
Less: valuation allowance | (391,639) | (347,408) | ||||
Total deferred tax assets | 52,069 | 51,781 | ||||
Deferred tax liabilities | ||||||
Operating lease right-of-use assets | (26,364) | (27,238) | ||||
Depreciation | (19,041) | (23,415) | ||||
Intangibles | (625) | (1,128) | ||||
Convertible Notes | (6,039) | — | ||||
Total deferred tax liabilities | (52,069) | (51,781) | ||||
Net deferred tax assets | $— | $— | ||||
Amount | Expiration (years) | |||||
Net operating losses, federal (post-December 31, 2017) | 892,963 | Indefinite | ||||
Net operating losses, federal (pre-January 1, 2018) | 21,231 | 2036-2037 | ||||
Net operating losses, state | 825,132 | 2036-2045 | ||||
Net operating losses, foreign | 30,165 | Indefinite | ||||
Research and development tax credits, federal | 50,775 | 2036-2045 | ||||
Research and development tax credits, state | 27,936 | Indefinite | ||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
Unrecognized tax benefits – beginning of period | $20,961 | $16,812 | ||||
Increases related to prior year’s tax positions | 24 | — | ||||
Increases related to current year’s tax positions | 2,853 | 4,149 | ||||
Unrecognized tax benefits – end of period | $23,838 | $20,961 | ||||
Year Ending December 31, | Exact Sciences Convertible Note | Roche Convertible Note | Total | ||||||
2026 | $— | $— | $— | ||||||
2027 | — | 75.0 | 75.0 | ||||||
2028 | — | — | — | ||||||
2029 | — | — | — | ||||||
2030 | 50.0 | — | 50.0 | ||||||
Total principal balance | 50.0 | 75.0 | 125.0 | ||||||
Amount allocated to Exact Sciences License | (8.4) | — | (8.4) | ||||||
Unamortized debt discount and issuance costs | — | (14.1) | (14.1) | ||||||
Net carrying value | $41.6 | $60.9 | $102.5 | ||||||
Year Ended December 31, | ||||||
2025 | 2024 | |||||
United States | $27,458 | $790 | ||||
International | 2,951 | 2,092 | ||||
Total Revenue | $30,409 | $2,882 | ||||
Page | |||||||||
Annex A | Other Investors | |||||
Annex B | Key Supporting Company Stockholders | |||||
Annex C | Required Governing Documents Proposals | |||||
Exhibit A | Form of Sponsor Letter Agreement | |||||
Exhibit B | Form of Investor Subscription Agreement | |||||
Exhibit C | Form of Investor Rights Agreement | |||||
Exhibit D | Form of Lock-Up Agreement | |||||
Exhibit E | Form of Transaction Support Agreement | |||||
Exhibit F | Form of PCSC Certificate of Incorporation | |||||
Exhibit G | Form of PCSC Bylaws | |||||
Exhibit H | Form of PCSC Incentive Equity Plan | |||||
Exhibit I | Form of PCSC Employee Stock Purchase Plan | |||||
(a) | If to any PCSC Party, to: | ||||||||
c/o Perceptive Capital Solutions Corp | |||||||||
51 Astor Place, 10th Floor | |||||||||
New York, NY 10003 | |||||||||
Attention: | Adam Stone | ||||||||
Konstantin Poukalov | |||||||||
E-mail: | [Redacted] | ||||||||
[Redacted] | |||||||||
with a copy (which shall not constitute notice) to: | |||||||||
Cooley LLP | |||||||||
55 Hudson Yards | |||||||||
New York, NY 10001 | |||||||||
Attention: | Kevin Cooper | ||||||||
Eric Blanchard | |||||||||
Peter Byrne | |||||||||
E-mail: | [Redacted] | ||||||||
[Redacted] | |||||||||
[Redacted] | |||||||||
(b) | If to the Company, to: | ||||||||
Freenome Holdings, Inc. | |||||||||
Genesis Marina, 3300 Marina Blvd | |||||||||
Brisbane, CA 94005 | |||||||||
Attention: | [Name] | ||||||||
[Name] | |||||||||
E-mail: | [Redacted] | ||||||||
[Redacted] | |||||||||
with a copy (which shall not constitute notice) to: | |||||||||
Goodwin Procter LLP | |||||||||
100 Northern Avenue | |||||||||
Boston, MA 02210 | |||||||||
Attention: | Jocelyn M. Arel | ||||||||
Sarah Ashfaq | |||||||||
Justin Anslow | |||||||||
Katherine Hand | |||||||||
E-mail: | [Redacted] | ||||||||
[Redacted] | |||||||||
[Redacted] | |||||||||
PERCEPTIVE CAPITAL SOLUTIONS CORP | ||||||
By: | /s/ Adam Stone | |||||
Name: | Adam Stone | |||||
Title: | Chief Executive Officer | |||||
STARNET MERGER SUB I, CORP. | ||||||
By: | /s/ Adam Stone | |||||
Name: | Adam Stone | |||||
Title: | Chief Executive Officer and Director | |||||
STARNET MERGER SUB II, LLC | ||||||
By: | /s/ Adam Stone | |||||
Name: | Adam Stone | |||||
Title: | Authorized Person | |||||
FREENOME HOLDINGS, INC. | ||||||
By: | /s/ Aaron Elliott | |||||
Name: | Aaron Elliott Ph.D. | |||||
Title: | Chief Executive Officer | |||||
PERCEPTIVE CAPITAL SOLUTIONS HOLDINGS | ||||||
By: | /s/ Adam Stone | |||||
Name: | Adam Stone | |||||
Title: | Director | |||||
PERCEPTIVE CAPITAL SOLUTIONS CORP | ||||||
By: | /s/ Adam Stone | |||||
Name: | Adam Stone | |||||
Title: | Director | |||||
FREENOME HOLDINGS, INC.: | ||||||
By: | /s/ Aaron Elliott Ph.D. | |||||
Name: | Aaron Elliott Ph.D. | |||||
Title: | Chief Executive Officer | |||||
CLASS B HOLDERS: | |||
/s/ Mark C. McKenna | |||
Mark C. McKenna | |||
/s/ Kenneth Song | |||
Kenneth Song | |||
/s/ Harlan W. Waksal | |||
Harlan W. Waksal | |||
Perceptive Capital Solutions Corp | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Email: | with a copy (not to constitute notice) to: | |||||
Cooley LLP | ||||||
500 Boylston Street, 14th Floor | ||||||
Boston, Massachusetts 02116 | ||||||
Attention: | Eric Blanchard; Kevin Cooper | |||||
By: | [SUBSCRIBER] | |||||
Name: | ||||||
Title: | ||||||
Address for Notices: | ||||||
Email: | ||||||
Name in which shares are to be registered: | ||||||
Price Per Subscribed Share: | $10.00 | |||||
Aggregate Purchase Price: | $ | |||||
A. | QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable) |
☐ | Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “QIB”) |
☐ | Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB. |
B. | ACCREDITED INVESTOR STATUS (Please check the box) |
☐ | Subscriber is an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and has marked and initialed the appropriate box below indicating the provision under which it qualifies as an “accredited investor.” |
C. | ACCREDITED INVESTOR STATUS (Please check the box) |
☐ | Subscriber is an “accredited investor” (within the meaning of Rule 501(a)(5) or (6) of Regulation D under the Securities Act). |
D. | AFFILIATE STATUS (Please check the applicable box) |
☐ | is: |
☐ | is not: |
☐ | Any bank as defined in section 3(a)(2) of the Securities Act of 1933 (the “Act”), or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; |
☐ | Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; |
☐ | Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; |
☐ | Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; |
☐ | Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; |
☐ | Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence must not be included as an asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair market value of the primary residence must not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the residence must be included as a liability; |
☐ | Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or |
☐ | Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person. |
If to PCSC, to: | ||||||||||||
c/o Perceptive Capital Solutions Corp | ||||||||||||
51 Astor Place, 10th Floor | ||||||||||||
New York, NY 10003 | ||||||||||||
Attention: | [•] | |||||||||||
E-mail: | [•] | |||||||||||
with a copy (which shall not constitute notice) to: | ||||||||||||
Cooley LLP | ||||||||||||
500 Boylston Street, 14th Floor | ||||||||||||
Boston, Massachusetts 02116 | ||||||||||||
Attention: | Eric Blanchard | |||||||||||
Kevin Cooper | ||||||||||||
E-mail: | [Redacted] | |||||||||||
If to the Shareholder, to: | ||||||||||||
[ ] | ||||||||||||
[ ] | ||||||||||||
[ ] | ||||||||||||
Attention: | [ ] | |||||||||||
Facsimile: | [ ] | |||||||||||
Email: | [ ] | |||||||||||
with a copy (which shall not constitute notice) to: | ||||||||||||
Goodwin Procter LLP | ||||||||||||
100 Northern Avenue | ||||||||||||
Boston, MA 02210 | ||||||||||||
Attention: | Jocelyn Arel | |||||||||||
Sarah Ashfaq | ||||||||||||
Jusin Anslow | ||||||||||||
Katie Hand | ||||||||||||
E-mail: | [Redacted] | |||||||||||
PERCEPTIVE CAPITAL SOLUTIONS CORP | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
PCSC: | ||||||
FREENOME, INC. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Address for Notices: | ||||||
COMPANY: | ||||||
FREENOME HOLDINGS, INC. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Address for Notices: | ||||||
SPONSOR: | ||||||
PERCEPTIVE CAPITAL SOLUTIONS HOLDINGS | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Address for Notices: | ||||||
PERCEPTIVE: | ||||||
[•] | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Address for Notices: | ||||||
PCSC EXISTING INVESTORS: | ||||||
[•] | ||||||
Address for Notices: | ||||||
FREENOME HOLDERS: | ||||||
[Entity Freenome Holders] | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Address for Notices: | ||||||
[Individual Freenome Holders] | ||||||
Address for Notices: | ||||||
Signature of Stockholder | ||||||
Print Name of Stockholder | ||||||
Its: | ||||||
Address: | ||||||
Agreed and Accepted as of , 20 | ||||||
[•] | ||||||
By: | ||||||
Name: | ||||||
Its: | ||||||
1. | Subject to the exceptions set forth in Section 3, each Holder shall not, without the prior written consent of the board of directors of PubCo, Transfer any Lock-up Shares until the end of the Lock-up Period. |
2. | As used herein: |
(a) | the term “Lock-up Period” means the period beginning on the Closing Date and ending on the date six (6) months after the Closing Date. |
(b) | the term “Lock-up Shares” means any shares of Common Stock held by a Holder immediately after the Closing, not including the Common Stock issued or purchased pursuant to those certain subscription agreements by and between PCSC and Holders, dated as of December 5, 2025. |
(c) | the term “Transfer” means (i) sell, offer to sell, contract or agree to sell, assign, transfer (including by operation of law), hypothecate, pledge, distribute, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within |
(d) | the term “Permitted Transferees” means, prior to the expiration of the Lock-up Period, any person or entity to whom such Lock-up Holder is permitted to transfer such shares of Common Stock prior to the expiration of the Lock-up Period pursuant to paragraph 3; and |
3. | The restrictions set forth in paragraph 1 shall not apply to: |
(a) | a Transfer to PubCo’s officers or directors, any affiliate or family member of any of PubCo’s officers or directors, any members or partners of the Holder or their affiliates, any affiliates of the Holder, or any employees of such affiliates; |
(b) | in the case of an individual, a Transfer by gift to a member of the individual’s immediate family (as defined below), or to a trust, the beneficiary of which is the individual or a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; |
(c) | in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; |
(d) | in the case of an individual, Transfers by operation of law or pursuant to a qualified domestic relations order; |
(e) | in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; |
(f) | in the case of an entity, Transfers to any direct or indirect partners, members or equity holders of such entity, or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; |
(g) | in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; |
(h) | in the case of an entity, Transfers by virtue of the laws of the entity’s jurisdiction of formation or incorporation or the entity’s organizational documents upon dissolution of the entity; |
(i) | Transfers to any other Holders, any affiliates of such other Holders or their Permitted Transferees or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; |
(j) | the exercise of stock options or warrants to purchase shares of Common Stock or the vesting of stock awards of Common Stock and any related transfer of shares of Common Stock to PubCo in connection therewith (x) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or (y) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such shares of Common Stock, it being understood that all shares of Common Stock received upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period; |
(k) | Transfers to PubCo pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by PubCo or forfeiture of Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock in connection with the termination of the Holder’s service to PubCo; |
(l) | the entry, by the Holder, at any time after the Closing, of any trading plan providing for the sale of shares of Common Stock by the Holder, which trading plan meets the requirements of Rule 10b5-l(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of any shares of Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; and |
(m) | Transfers in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by PubCo’s board of directors or a duly authorized committee thereof or other similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. |
4. | For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of PubCo with respect to the Lock-up Shares during the Lock-Up Period, including the right to vote any Lock-up Shares that are entitled to vote. |
5. | In furtherance of the foregoing, PubCo, and any duly appointed transfer agent for the registration or transfer of the securities described therein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement, and such purported Transfer shall be null and void ab initio. In addition, during the Lock-Up Period, each certificate or book-entry position evidencing the Lock-Up Shares shall be marked with a legend in substantially the following form, in addition to any other applicable legends: |
6. | PubCo represents that it has not entered into any side letter or agreement with any Holder which provides any rights or benefits to such Holder that are materially more favorable to such Holder than the rights and benefits in this Agreement and will not enter into any such side letter or agreement unless such rights and benefits are also offered to the other Holders. PubCo agrees that this Agreement shall not be amended or modified, and no terms or conditions thereof waived, in a manner that benefits any Holder, unless the terms of such amendment, modification or waiver is also offered to the other Holders. |
7. | Notwithstanding the other provisions set forth herein, PubCo’s board of directors may, in its sole discretion, determine to waive, amend, or repeal the restrictions set forth in paragraph 1 above, whether in whole or in part; provided, that any such waiver, amendment or repeal shall (i) not make such restrictions more restrictive or apply for a longer period of time, and (ii) apply to each Holder. |
8. | This Agreement, together with the agreements referenced herein, sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. No provision of this Agreement or any of the agreements referenced herein may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein or in any of the agreements referenced herein, there is no condition precedent to the effectiveness of any provision hereof or thereof. |
9. | Sections 8.2 (Entire Agreement; Assignment), 8.3 (Amendment), 8.5 (Governing Law), 8.10 (Severability), 8.11 (Counterparts; Facsimile Signatures), 8.13 (No Recourse), 8.15 (Waiver of Jury Trial) and 8.16 (Submission to Jurisdiction) of the Business Combination Agreement are each hereby incorporated by reference into this Agreement as set forth herein (including any relevant definitions contained in any such sections), mutatis mutandis. |
10. | This Agreement shall terminate on the expiration of the Lock-up Period. |
PubCo: | |||||||||
[•] | |||||||||
By: | |||||||||
Name: | |||||||||
Title: | |||||||||
Address for Notices: | |||||||||
SPONSOR: | |||||||||
PERCEPTIVE CAPITAL SOLUTIONS HOLDINGS | |||||||||
By: | |||||||||
Name: | |||||||||
Title: | |||||||||
Address for Notices: | |||||||||
PERCEPTIVE: | |||||||||
[•] | |||||||||
By: | |||||||||
Name: | |||||||||
Title: | |||||||||
Address for Notices: | |||||||||
PCSC EXISTING INVESTORS: | |||
[•] | |||
Address for Notices: | |||
[•] | |||
Address for Notices: | |||
[•] | |||
Address for Notices: | |||
[•] | |||
Address for Notices: | |||
COMPANY EXISTING STOCKHOLDERS: | |||
[•] | |||
Address for Notices: | |||
[•] | |||
Address for Notices: | |||
[•] | |||
Address for Notices: | |||
[•] | |||
Address for Notices: | |||

(a) | Immediately prior to the Domestication, PCSC Class A Shares held by the PCSC Class A Shareholders who duly elect to exercise the right of the holders of PCSC Class A Shares to redeem all or a portion of their PCSC Class A Shares as set forth in the Governing Documents of PCSC (the “PCSC Shareholder Redemption”) will have their PCSC Class A Shares redeemed and canceled and such PCSC Class A Shareholders will cease to have any rights as shareholders of PCSC other than the right to be paid their pro rata share of the Trust Account; |
(b) | At least one Business Day prior to the Closing Date, prior to the time at which the Effective Time occurs, PCSC shall transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with the DGCL (the “Domestication”); |
(c) | On the Closing Date, following the Domestication, at the Effective Time, Merger Sub I will merge with and into the Company, with the Company continuing as the surviving corporation (the “First Merger”) and, after giving effect to the First Merger, each Company Share will be automatically canceled and extinguished and will be automatically converted, as of the Effective Time, into the right to receive a number of PCSC Shares equal to the Exchange Ratio, in each case, on the terms and subject to the conditions set forth in the Agreement (collectively, the total number of PCSC shares of common stock to be issued for the Company Shares is the “Consideration”); |
(d) | On the Closing Date, as part of the same overall transaction as the First Merger, at the Second Effective Time, the surviving corporation of the First Merger will merge with and into Merger Sub II with Merger Sub II continuing as the surviving corporation (the “Second Merger” and together with the First Merger, the “Mergers”); |
(e) | Concurrently with the execution of the Agreement, the PIPE Investors are each entering into the Investor Subscription Agreements, pursuant to which, among other things, each PIPE Investor has agreed to subscribe for and purchase on the Closing Date, and PCSC has agreed to issue and sell to the each PIPE Investor on the Closing Date immediately following the Closing, the number of PCSC Shares set forth in the applicable Investor Subscription Agreement in exchange for the purchase price set forth therein (the financing under all PIPE Subscription Agreements, collectively, the “PIPE Financing”), in each case, on the terms and subject to the conditions set forth in the applicable Investor Subscription Agreement; and |
(f) | Concurrently with the execution of the Agreement, the Sponsor, the Other Class B Holders, PCSC, and the Company are entering into the Sponsor Letter Agreement, pursuant to which, among other things, the Sponsor and each Other Class B Shareholder has agreed to (i) vote in favor of the Agreement and the transactions contemplated by the Agreement (including the Mergers), and (ii) waive any adjustment to the conversion ratio set forth in the Governing Documents of PCSC or any other anti-dilution or similar protection, in each case, with respect to the PCSC Class B Shares, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. |
(a) | reviewed a draft of the agreed form, dated November 12, 2025, of the Sponsor Letter Agreement; |
(b) | reviewed a draft, dated December 3, 2025, of the Agreement; |
(c) | reviewed a draft, dated November 3, 2025, of the Investor Subscription Agreements (the drafts described in (a) through (c), the “Reviewed Transaction Documents”); |
(d) | reviewed certain publicly available business and financial information relating to PCSC and the Company; |
(e) | reviewed certain historical financial information and other data relating to the Company that were provided to us by the management of PCSC, approved for our use by PCSC and not publicly available; |
(f) | reviewed certain management data relating to the business prospects of the Company that were provided to us by the management of PCSC, approved for our use by PCSC and not publicly available; |
(g) | conducted discussions with members of the senior management of the Company concerning the business, operations, historical financial results and financial prospects of the Company and its addressable market and the Transaction; |
(h) | reviewed current and historical market prices of the PCSC Class A Shares; |
(i) | reviewed certain financial and market data of the Company and compared that data with publicly available data for certain other companies similar to the Company; |
(j) | reviewed certain pro forma effects relating to the Transaction, including estimated transaction costs and the effects of anticipated financings, approved for our use by PCSC; and |
(k) | conducted such other financial studies, analyses and investigations, and considered such other information, as we deemed necessary or appropriate. |

Item 20. | Indemnification of Directors and Officers. |
Item 21. | Exhibits and Financial Statement Schedules. |
(a) | The following exhibits are filed as part of this registration statement: |
Exhibit No. | Description | ||
Business Combination Agreement, dated as of December 5, 2025, by and among Perceptive Capital Solutions Corp, StarNet Merger Sub I, Corp., StarNet Merger Sub II, LLC and Freenome Holdings, Inc. (included as Annex A to this proxy statement/prospectus) | |||
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, filed with the SEC on May 21, 2024). | |||
Form of Freenome, Inc. Certificate of Incorporation (included as Annex H to this proxy statement/prospectus) | |||
Form of Freenome, Inc. Bylaws (included as Annex I to this proxy statement/prospectus) | |||
Form of Certificate of Domestication of Perceptive Capital Solutions Corp | |||
Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, filed with the SEC on May 21, 2024) | |||
4.2 | Description of Securities | ||
Specimen Common Stock Certificate of Freenome, Inc. | |||
5.1** | Opinion of Cooley LLP | ||
Opinion of Cooley LLP regarding U.S. federal income tax matters | |||
Opinion of Goodwin Procter LLP regarding U.S. federal income tax matters | |||
Private Placement Shares Purchase Agreement between the Perceptive Capital Solutions Corp and the Sponsor (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K (File No. 001-42126) filed with the SEC on June 13, 2024) | |||
Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and Perceptive Capital Solutions Corp (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K (File No. 001-42126) filed with the SEC on June 13, 2024) | |||
Registration and Shareholder Rights Agreement among Perceptive Capital Solutions Corp, the Sponsor and certain other equityholders named therein (incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K (File No. 001-42126) filed with the SEC on June 13, 2024). | |||
Letter Agreement among Perceptive Capital Solutions Corp, the Sponsor and Perceptive Capital Solutions Corp’s officers and directors (incorporated by reference to Exhibit 10.4 of the registrant’s Current Report (File No. 001-42126) on Form 8-K filed with the SEC on June 13, 2024). | |||
Exhibit No. | Description | ||
Administrative Services and Indemnification Agreement between Perceptive Capital Solutions Corp and the Sponsor (incorporated by reference to Exhibit 10.5 of the registrant’s Current Report on Form 8-K (File No. 001-42126) filed with the SEC on June 13, 2024). | |||
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-1, filed with the SEC on May 21, 2024). | |||
Promissory Note, dated as of March 27, 2024, issued to the Sponsor (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-1, filed with the SEC on May 21, 2024). | |||
Securities Subscription Agreement, dated March 27, 2024, between Perceptive Capital Solutions Corp and the Sponsor (incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-1, filed with the SEC on May 21, 2024). | |||
Sponsor Letter Agreement, dated as of December 5, 2025, by and among Perceptive Capital Solutions Holdings, certain other holders of Perceptive Capital Solutions Corp Class B ordinary shares set forth on Schedule I thereto, Perceptive Capital Solutions Corp and Freenome Holdings, Inc. (included as Annex B to this proxy statement/prospectus) | |||
Form of Subscription Agreement (included as Annex C to this proxy statement/prospectus) | |||
Form of Freenome Transaction Support Agreement (included as Annex D to this proxy statement/prospectus) | |||
Form of Investor Rights Agreement (included as Annex E to this proxy statement/prospectus) | |||
Form of Lock-Up Agreement (included as Annex F to this proxy statement/prospectus) | |||
Collaboration and License Agreement by and between Freenome Holdings, Inc. and Exact Sciences Corporation, dated August 3, 2025. | |||
Convertible Promissory Note, issued to Exact Sciences Corporation, dated August 12, 2025. | |||
License and Option Agreement by and between Freenome Holdings, Inc. and Roche Sequencing Solutions, Inc., dated November 17, 2025. | |||
Convertible Promissory Note, issued to Roche Holdings, Inc., dated November 17, 2025. | |||
Lease by and between BP3-SF5 3000-3500 Marina LLC and Freenome Holdings, Inc., dated September 23, 2021 as amended. | |||
Lease by and between SCG Swift Avenue Industrial Park, LLC and Freenome Holdings, Inc., dated March 25, 2022, as amended. | |||
Tenancy at Will by and between Biocity HSRE-Trinity Propco Limited and Freenome Limited dated October 23, 2024. | |||
License to Occupy on Short Term Basis by and between Nottingham City Hospital Medical Research Trust and Freenome Limited, dated July 1, 2020, as amended. | |||
Form of Freenome, Inc. 2026 Equity Incentive Plan (included as Annex J to this proxy statement/prospectus) | |||
Form of Freenome, Inc. 2026 Employee Stock Purchase Plan (included as Annex K to this proxy statement/prospectus) | |||
Supply Agreement by and between Freenome Holdings, Inc. and Illumina, Inc., dated January 8, 2024. | |||
Supply Agreement by and between Freenome Holdings, Inc. and New England Biolabs, Inc., dated February 16, 2022. | |||
List of Subsidiaries of Perceptive Capital Solutions Corp (incorporated by reference to Exhibit 21.1 to the registrant’s Registration Statement on Form S-1, filed with the SEC on May 21, 2024) | |||
Consent of WithumSmith+Brown, PC | |||
Consent of Ernst & Young LLP | |||
23.3** | Consent of Cooley LLP (included within Exhibit 5.1) | ||
Consent of Cooley LLP (included within Exhibit 8.1) | |||
Consent of Goodwin Procter LLP (included within Exhibit 8.2) | |||
24.1** | Power of Attorney (included on the signature pages hereto) | ||
99.1** | Consent of Scalar, LLC | ||
101.INS | Inline XBRL Instance Document | ||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||
Calculation of Registration Fee Table | |||
* | Filed herewith. |
** | To be filed by Amendment. |
† | Certain schedules and similar attachments to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted schedules and similar attachments to the SEC upon its request. |
# | Portions of this exhibit have been omitted because they are both (i) not material and (ii) the type of information that the Co-Registrant treats as private or confidential. |
+ | Denotes management contract or compensatory plan or arrangement. |
Item 22. | Undertakings. |
(a) | The undersigned registrant hereby undertakes as follows: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining any liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(7) | That every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(c) | The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the proxy statement/prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
(d) | The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
Date: April 28, 2026 | PERCEPTIVE CAPITAL SOLUTIONS CORP | |||||
By: | /s/ Adam Stone | |||||
Name: | Adam Stone | |||||
Title: | Chief Executive Officer | |||||
Signature | Title | Date | ||||
/s/ Joseph Edelman | Chairman of the Board of Directors | April 28, 2026 | ||||
Joseph Edelman | ||||||
/s/ Adam Stone | Chief Executive Officer and Director (Principal Executive Officer) | April 28, 2026 | ||||
Adam Stone | ||||||
/s/ Michael Altman | Chief Business Officer and Director | April 28, 2026 | ||||
Michael Altman | ||||||
/s/ Sam Cohn | Chief Financial Officer (Principal Financial and Accounting Officer) | April 28, 2026 | ||||
Sam Cohn | ||||||
/s/ Mark C. McKenna | Director | April 28, 2026 | ||||
Mark C. McKenna | ||||||
/s/ Kenneth Song | Director | April 28, 2026 | ||||
Kenneth Song | ||||||
/s/ Harlan W. Waksal | Director | April 28, 2026 | ||||
Harlan W. Waksal | ||||||
By: | /s/ Adam Stone | ||
Adam Stone Attorney-In-Fact | |||
Date: April 28, 2026 | FREENOME HOLDINGS, INC. | |||||
By: | /s/ Aaron Elliott | |||||
Name: | Aaron Elliott, Ph.D. | |||||
Title: | Chief Executive Officer | |||||
Signature | Title | Date | ||||
/s/ Aaron Elliott | Chief Executive Officer (Principal Executive Officer) | April 28, 2026 | ||||
Aaron Elliott, Ph.D. | ||||||
/s/ Linh H. Le | Chief Financial Officer (Principal Financial and Accounting Officer) | April 28, 2026 | ||||
Linh H. Le | ||||||
/s/ Ann Costello | Director | April 28, 2026 | ||||
Ann Costello | ||||||
/s/ Carole Nuechterlein | Director | April 28, 2026 | ||||
Carole Nuechterlein | ||||||
/s/ Deepika Pakianathan | Director | April 28, 2026 | ||||
Deepika Pakianathan, Ph.D. | ||||||
/s/ Ellen Hukkelhoven | Director | April 28, 2026 | ||||
Ellen Hukkelhoven, Ph.D. | ||||||
/s/ Randal Scott | Director | April 28, 2026 | ||||
Randal Scott, Ph.D. | ||||||
/s/ Peter Kolchinsky | Director | April 28, 2026 | ||||
Peter Kolchinsky, Ph.D. | ||||||
/s/ Douglas VanOort | Director | April 28, 2026 | ||||
Douglas VanOort | ||||||
By: | /s/ Adam Stone | ||
Name: | Adam Stone | ||
Title: | Authorized Representative | ||