Freenome Holdings files S-4/A for business combination with Perceptive Capital Solutions Corp

### S-4/A - S-4/A
TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on June 1, 2026.
No. 333-295377

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO.1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Perceptive Capital Solutions Corp *

(Exact name of registrant as specified in its charter)

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Cayman Islands
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| 6770
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| 98-1783595
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(State or other jurisdiction of

incorporation or organization)
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| (Primary Standard Industrial

Classification Code Number)
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| (I.R.S. Employer

Identification No.)
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For Co-Registrants, see “Table of Co-Registrants” on the following page .
51 Astor Place, 10th Floor

New York, NY 10003

Tel.: (212) 284-2300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Adam Stone

51 Astor Place, 10th Floor

New York, New York 10003

Tel.: (212) 284-2300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

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Eric Blanchard

Peter Byrne

Kevin Cooper

Cooley LLP

500 Boylston Street, 14th Floor

Boston, Massachusetts 02116

Tel.: (617) 937-2300
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| Jocelyn M. Arel

Sarah Ashfaq

Justin Anslow

Katherine Hand

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Tel.: (617) 570-1000
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Approximate date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer
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Non-accelerated filer
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| Smaller reporting company
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| Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)   ☐

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| 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.”
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The registrant and co-registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.
TABLE OF CO-REGISTRANTS

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Exact Name of Co-Registrant as Specified in its Charter (1)(2)
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| State or Other Jurisdiction of Incorporation or Organization
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| Primary Standard Industrial

Classification Code Number
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| I.R.S. Employer

Identification Number
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Freenome Holdings, Inc.
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| Delaware
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| 8071
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| 81-2562661
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(1)

| The Co-Registrant has the following principal executive office:
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Freenome Holdings, Inc.

Genesis Marina, 3300 Marina Blvd

Brisbane, CA 94005

Telephone: (650) 446-6630
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| The agent for service for the Co-Registrant is:
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Mary Ann Ivy

Freenome Holdings, Inc.

Genesis Marina, 3300 Marina Blvd

Brisbane, CA 94005

Telephone: (650) 446-6630

TABLE OF CONTENTS
The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY—SUBJECT TO COMPLETION, DATED June 1, 2026
PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF PERCEPTIVE CAPITAL SOLUTIONS CORP

PROSPECTUS FOR UP TO 83,067,500 SHARES

OF COMMON STOCK OF PERCEPTIVE CAPITAL SOLUTIONS CORP

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE,

WHICH WILL BE RENAMED FREENOME, INC. IN CONNECTION WITH THE

DOMESTICATION DESCRIBED HEREIN)

On December 4, 2025, the board of directors (the “ PCSC Board ”) of Perceptive Capital Solutions Corp, a Cayman Islands exempted company (“ PCSC ,” “ we ,” “ us ” or “ our ”), based on the unanimous recommendation of the special committee of the PCSC Board, unanimously approved 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., a Delaware corporation and wholly-owned subsidiary of PCSC (“ Merger Sub I ”), StarNet Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of PCSC (“ Merger Sub II ”) and Freenome Holdings, Inc., a Delaware corporation (“ Freenome ”), pursuant to which the following will occur: (a) at least one business day prior to the Closing Date (as defined below), 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 General Corporation Law of the State of Delaware and Part 12 of the Companies Act (Revised) of the Cayman Islands (the “ Domestication ”), upon which PCSC will change its name to “Freenome, Inc.” (“ New Freenome ”); (b) Merger Sub I will merge with and into Freenome, with Freenome as the surviving company in the merger (the “ First Merger ”) and, after giving effect to the First Merger (such time being the “ Effective Time ”), Freenome will be a wholly-owned subsidiary of PCSC, (c) as soon as practicable following the Effective Time, but no later than one business day following the Effective Time, Freenome, as the surviving corporation of the First Merger, will merge with and into Merger Sub II (the “ Second Merger ” and together with the First Merger, the “ Mergers ”), with Merger Sub II continuing as the surviving company in the Second Merger, and (d) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Mergers, the “ Business Combination ”), all as described in more detail in the accompanying proxy statement/prospectus. The consummation of the Business Combination is referred to as the “ Closing ” and the date of the Closing, the “ Closing Date .” References herein to New Freenome denote PCSC following the Business Combination. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex 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 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 ,” and together with the PCSC Class B Shares, the “PCSC 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 ”) initially issued in PCSC’s initial public offering that are validly submitted for redemption and not withdrawn (the “ PCSC Shareholder Redemptions ”), and (c) 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 common stock, par value $0.0001 per share, of New Freenome (the “ 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 , respectively, to this proxy statement/prospectus (the “ Governing Documents ”), and PCSC’s name will change to “Freenome, Inc.”
In connection with the execution of the Business Combination Agreement, on December 5, 2025, PCSC entered into subscription agreements (the “ Subscription Agreements ”) with certain qualified institutional buyers, institutional accredited investors, and other accredited investors, including, among others, Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company (the “ Perceptive PIPE Investo r”) and an affiliate of Perceptive Capital Solutions Holding, a Cayman Islands exempted company (the “ Sponsor ”), as well as certain existing stockholders of Freenome (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 (the “ PIPE Shares ”) for a purchase price of $10.00 per share, and aggregate gross proceeds of $240.0 million (the “ PIPE Financing ”). The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New Freenome Common Stock (including the New Freenome Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq; and (ii) satisfaction of all conditions precedent to the closing of the transactions set forth in the Business Combination Agreement. The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the Business Combination Agreement shall not have been amended, modified, or supplemented, and no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor would reasonably expect to receive under the Subscription Agreement; (ii) the material truth and accuracy of the representations and warranties of PCSC in the Subscription Agreement, subject to customary bringdown standards; (iii) no subscription agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New Freenome Common Stock under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits; and (iv) there has not occurred any material adverse effect or parent material adverse effect since the date of the Subscription Agreement that is continuing. See “ Business Combination Proposal—Related Agreements—PIPE Financing . ”
Immediately following the Closing, assuming the redemption of 6,590,045 public shares at approximately $10.75 per share (estimated as of March 31, 2026), or approximately 76.4% of the public shares subject to redemption, which represents the estimated maximum number of public shares that can be redeemed while still satisfying the $250 million Aggregate Transaction Proceeds Condition (the “ Aggregate Transaction Proceeds Condition Redemptions Scenario ”), it is expected that (i) public shareholders will own approximately 1.90% of New Freenome Common Stock outstanding at that time, (ii) the Sponsor will own approximately 2.20% of New Freenome Common Stock outstanding at that time (which includes 2,066,250 PCSC Class B Shares and 286,250 private placement shares, which are PCSC Class A Shares), (iii) the Perceptive PIPE Investor will own approximately 10.48% of New Freenome Common Stock outstanding at that time (which includes 5,500,000 PIPE Shares, and 5,690,977 shares issued upon the conversion of Freenome capital stock), (iv) PCSC’s independent directors (Messrs. McKenna, Song and Waksal) will own less than 1% of New Freenome Common Stock outstanding at that time, (v) existing Freenome stockholders (the “ Freenome Stockholders ”) other than the Perceptive PIPE Investor and Roche will own approximately 49.07% of New Freenome Common Stock outstanding at that time, (vi) the PIPE Investors other than the Perceptive PIPE Investor will own approximately 17.29% of New Freenome Common Stock outstanding at that time and (vii) Roche will own approximately 18.11% of New Freenome Common Stock. PCSC filed a definitive proxy statement seeking approval from its shareholders to approve a proposal to amend the amended and restated memorandum and articles of association of PCSC, to extend the date by which PCSC must complete its initial combination from June 13, 2026 to June 13, 2027 (the “ Extension Amendment Proposal ”). The extraordinary general meeting to consider and approve the Extension Amendment Proposal will be June 10, 2026 (the “ Extension Meeting ”). In connection with the Extension Amendment Proposal, the public shareholders may elect to redeem all or a portion of their public shares in exchange for their pro rata portion of the funds held in the trust account if the Extension Amendment Proposal is approved. The redemptions scenario described above do not reflect the impact of any redemptions in connection with the approval of the Extension Amendment Proposal. Such redemptions will only be determined after the Extension Meeting. The public shareholders currently own approximately 77.9% of the issued and outstanding PCSC Shares prior to the Business Combination. Accordingly, public shareholders, as a group, will experience immediate dilution as a consequence of the Business Combination. As redemptions increase, the overall percentage ownership held by the Sponsor, the Perceptive PIPE Investor, Messrs. McKenna, Song and Waksal, Freenome Stockholders 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. For more information on the percentage of the issued and outstanding shares of New Freenome Common Stock immediately following the Closing that are expected to be held by securityholders, in various redemptions scenarios, see “ Dilution .”

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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 New 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 the 2,156,250 PCSC Class B Shares, or approximately $0.01 per share. In connection with the Business Combination, assuming the Aggregate Transaction Proceeds Condition Redemptions Scenario, an aggregate of 2,066,250 PCSC Class B Shares held by the Sponsor and an additional 90,000 PCSC Class B Shares held by PCSC’s independent directors 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 $10.00 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 private placement 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 receive 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, each of 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, including the Perceptive PIPE Investor, will purchase 24,000,000 shares of New Freenome Common Stock, which is equal to $240.0 million divided by $10.00. 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 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. See “ Questions and Answers for Shareholders of PCSC—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? ”
In connection with the Closing, the Sponsor and certain existing Freenome stockholders will enter into a lock-up agreement (the “ Lock-Up Agreement ”) with PCSC. Pursuant to the Lock-Up Agreement, the Sponsor and certain existing Freenome stockholders will agree not to transfer (except for certain permitted transfers) any shares of New Freenome Common Stock held by such holder after the Domestication until six (6) months after the Closing Date.
Additionally, in connection with the Closing, PCSC, Sponsor, and certain Freenome stockholders will enter into that certain investor rights agreement (the “ Investor Rights Agreement ”). Pursuant to the Investor Rights Agreement, among other things, PCSC will agree that, within 30 calendar days following the Closing Date, New Freenome will file with the SEC (at New Freenome’s sole cost and expense) a registration statement registering the resale of certain shares of New Freenome Common Stock held by or issuable to the parties thereto (the “ Resale Registration Statement ”), and New Freenome will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The Investor Rights Agreement amends and restates the registration rights agreement that was entered into by PCSC and the initial shareholders in connection with PCSC’s initial public offering.
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: Assuming the Aggregate Transaction Proceeds Condition Redemptions Scenario, the Sponsor will receive (i) 2,066,250 shares of New Freenome Common Stock upon the exchange of 2,066,250 PCSC Class B Shares, which were initially purchased in connection with 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, which were initially purchased in a private placement that closed concurrently with PCSC’s initial public offering for $ 10.00 per share. The Perceptive PIPE Investor will receive (i) 5,500,000 shares of New Freenome Common Stock, which is equal to the Perceptive PIPE Investor’s $ 55.0  million PIPE Financing commitment divided by $ 10.00 , the price per share of the PIPE Financing, and (ii) an estimated 5,615,003 shares of New Freenome Common Stock upon the exchange of Freenome capital stock, each of which is equal to $ 56.2 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. PCSC’s independent directors (Messrs. McKenna, Song and Waksal) will each receive 30,000 shares of New Freenome Common Stock upon the exchange of 30,000  PCSC Class B Shares held by them. The securities to be issued to the Sponsor, the Perceptive PIPE Investor, and PCSC’s officers and directors may result in a material dilution of the equity interests of non-redeeming public shareholders. See “ Dilution ,” and “ Information About PCSC—Executive Compensation and Director Compensation. ”
The Sponsor, the Perceptive PIPE Investor, and PCSC’s officers and directors will also be reimbursed for loans, advances, and out-of-pocket expenses incurred by them related to identifying, negotiating, investigating and completing the Business Combination. No such loans, advances, or out-of-pocket expenses are outstanding as of the date of this proxy statement/prospectus. In addition, PCSC has agreed to pay the Sponsor $15,000 per month for office space, secretarial and administrative services and the Sponsor and PCSC’s officers and directors will be entitled to continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.
PCSC’s independent directors are not members of the Sponsor and are not affiliates of the Perceptive PIPE Investor. None of the funds in the trust account will be used to compensate PCSC’s officers or directors. Except for administrative services fees and office rental fees paid or to be paid to the Sponsor, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities performed on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsor, and PCSC’s officers and directors may result in a material dilution of the equity interests of non-redeeming public shareholders. See “ Dilution ,” and “ Information About PCSC—Executive Compensation and Director Compensation .”
Potential conflicts of interest in connection with the Business Combination: There may be actual or potential material conflicts of interest between or among (i) the Sponsor, the Perceptive PIPE Investor, PCSC officers and directors, Freenome officers and directors and (ii) unaffiliated security holders of PCSC. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the shares of New Freenome Common Stock to be issued to the Sponsor, the Perceptive PIPE Investor, and PCSC’s officers and directors in connection with the Business Combination, and the reimbursement of loans and advances.
In order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of PCSC’s officers and directors may, but are not obligated to, loan PCSC funds as may be required (“ Working Capital Loans ”). If PCSC completes the Business Combination, PCSC may repay the Working Capital Loans out of the proceeds of the trust account released to PCSC. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the trust account. In the event that the Business Combination does not close, PCSC may use a portion of the proceeds held outside the trust account or funds from permitted withdrawals to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $3.0 million of such Working Capital Loans may be convertible into shares of New Freenome Common Stock at a price of $10.00 per share. To date, PCSC has no outstanding borrowings under the Working Capital Loans.
The approval of each of the Domestication Proposal and 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 present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the

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Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and 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.
Please note that as further described in the accompanying proxy statement/prospectus, the Sponsor and each of PCSC’s independent directors (Messrs. McKenna, Song and Waksal) has agreed to (a) vote any of their PCSC Shares in favor of the Business Combination and (b) waive their redemption rights with respect to any PCSC Shares they own in connection with the consummation of the Business Combination. As of the date of the accompanying proxy statement/prospectus, the initial shareholders collectively own 2,442,500 PCSC Shares, or approximately 22.1% of the issued and outstanding ordinary shares as follows: (i) the Sponsor owns 2,066,250 PCSC Class B Shares and 286,250 private placement shares, which are PCSC Class A Shares; and (ii) the PCSC independent directors (Messrs. McKenna, Song and Waksal) each own 30,000 PCSC Class B Shares, for an aggregate of 90,000 PCSC Class B Shares. Concurrently with the execution of the Business Combination Agreement, PCSC, the initial shareholders, and Freenome further entered into the Sponsor Letter Agreement (the “ Sponsor Letter Agreement ”), pursuant to which the Sponsor and each of PCSC’s independent directors (Messrs. McKenna, Song and Waksal) has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of PCSC or any other anti-dilution or similar protection with respect to the PCSC Class B Shares, (iii) be bound by certain other covenants and agreements related to the Business Combination, (iv) be bound by certain transfer restrictions with respect to his, her or its PCSC Shares prior to the Closing, and (v) be subject to the restrictions contemplated by the Lock-up Agreements in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. 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. We will need at least 1,246,667 PCSC Shares, in addition to the PCSC Shares held by the initial shareholders, to constitute a quorum. Accordingly, we will need 5,533,751 PCSC Shares, or 3,091,251 public shares in addition to the PCSC Shares held by the initial shareholders, to vote in favor of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal to approve it if all PCSC Shares are present and cast votes. If only the minimum quorum is present, no public shares will be required to vote in favor of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal to approve it.
Additionally, promptly after the signing of the Business Combination Agreement, certain of Freenome stockholders (collectively, the “ Freenome Supporting Stockholders ”) entered into a transaction support agreement with PCSC, pursuant to which the Freenome Supporting Stockholders have agreed to, among other things, (a) at any meeting of the stockholders of Freenome, and in any action by written resolution of the stockholders of Freenome, to vote (i) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, and (ii) against and withhold consent to any Company Acquisition Proposal (as defined in the Business Combination Agreement) or other matter, action or proposal intended or that would reasonably be expected to result in a breach of any of Freenome’s covenants or obligations under the Business Combination Agreement, result in any breach to the Closing conditions thereunder or frustrate the purposes of and otherwise impede or prevent the consummation of the Mergers, or other transactions contemplated pursuant to the Business Combination Agreement, (b) shall not, directly or indirectly, initiate, encourage or otherwise facilitate a Company Acquisition Proposal and (c) refrain from transferring any covered securities.
This prospectus covers 83,067,500 shares of New Freenome Common Stock. The number of shares of New Freenome Common Stock that this prospectus covers represents the maximum number of shares that may be issued to holders of shares of Freenome in connection with the Business Combination (as more fully described in this proxy statement/prospectus), together with the shares issued or issuable to the existing shareholders of PCSC in connection with the Business Combination.
PCSC Class A Shares are currently listed on the Nasdaq Capital Market (“ Nasdaq ”) under the symbol “PCSC.” PCSC will apply for listing, to be effective at the time of the Business Combination, of the New Freenome Common Stock on Nasdaq under the proposed symbol “FRNM.” It is a condition of the consummation of the Business Combination and a condition to the obligations of the parties to the Subscription Agreements to consummate the PIPE Financing, that PCSC receive confirmation from Nasdaq that the New Freenome Common Stock has been conditionally approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met or that PCSC will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Business Combination and the PIPE Financing will not be consummated unless the Nasdaq condition set forth in the Business Combination Agreement and the Subscription Agreements is waived by the applicable parties. The Nasdaq listing condition may be waived by Freenome and PCSC, with respect to the Business Combination, and by the PIPE Investors, with respect to the PIPE Financing, at any time prior to the Closing, including after the deadline for submitting redemption requests or the extraordinary general meeting. If Freenome and PCSC, on the one hand, and/or the PIPE Investors, on the other hand, waive such condition, PCSC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the extraordinary general meeting. It is important for you to consider that, at the time of the deadline for submitting redemption requests or the extraordinary general meeting, New Freenome may not have received from Nasdaq either confirmation of the listing of the New Freenome Common Stock or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the extraordinary general meeting if New Freenome has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether the New Freenome Common Stock will be listed on Nasdaq or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such Nasdaq listing condition is waived.
PCSC is, and New Freenome will be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Investing in New Freenome’s Common Stock involves a high degree of risk. See “ Risk Factors ” beginning on page  25 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in New Freenome’s Common Stock.
The accompanying proxy statement/prospectus provides shareholders of PCSC with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of PCSC. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “ Risk Factors ” beginning on page 25 of the accompanying proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated      , 2026, and

is first being mailed to PCSC’s shareholders on or about      , 2026.

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PERCEPTIVE CAPITAL SOLUTIONS CORP
51 Astor Place, 10th Floor

New York, New York 10003
Dear Perceptive Capital Solutions Corp Shareholders:
You are cordially invited to attend the extraordinary general meeting (the “ extraordinary general meeting ”) of Perceptive Capital Solutions Corp, a Cayman Islands exempted company (“ 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.
The extraordinary general meeting will be conducted via live webcast, but the physical location of the extraordinary general meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If you wish to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting PCSC’s secretary at [•] by 10:30 a.m., Eastern Time, on [•], 2026. You will be able to attend the extraordinary general meeting online, vote and submit your questions during the extraordinary general meeting by visiting [•].
At the extraordinary general meeting, PCSC shareholders will, among others, be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination 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”), by and among PCSC, StarNet Merger Sub I, Corp., a Delaware corporation and wholly-owned subsidiary of PCSC (“ Merger Sub I ”), StarNet Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of PCSC (“ Merger Sub II ”) and Freenome Holdings, Inc., a Delaware corporation (“ Freenome ”). Based on the unanimous recommendation of the special committee of the board of directors of PCSC (the “ PCSC Board ”), the PCSC Board approved the Business Combination Agreement and the transactions contemplated thereby. Based on the unanimous recommendation of the strategic transaction committee of the board of directors of Freenome, the board of directors of Freenome (the “ Freenome Board ”) approved the Business Combination Agreement and the transactions contemplated thereby. The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement if the closing conditions are not met.
Pursuant to the Business Combination Agreement: (a) at least one business day prior to the Closing Date (as defined below), 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 General Corporation Law of the State of Delaware and Part 12 of the Companies Act (Revised) of the Cayman Islands (the “ Domestication ”), upon which PCSC will change its name to “Freenome, Inc.” (“ New Freenome ”); (b) Merger Sub I will merge with and into Freenome, with Freenome as the surviving company in the merger (the “ First Merger ”) and, after giving effect to the First Merger (such time being the “ Effective Time ”), Freenome will be a wholly-owned subsidiary of PCSC, (c) as soon as practicable following the Effective Time, but no later than one business day following the Effective Time, Freenome, as the surviving corporation of the First Merger, will merge with and into Merger Sub II (the “ Second Merger ” and together with the First Merger, the “ Mergers ”), with Merger Sub II continuing as the surviving company in the Second Merger, and (d) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Mergers, the “ Business Combination ”), all as described in more detail in the accompanying proxy statement/prospectus. The consummation of the Business Combination is referred to as the “ Closing ” and the date of the Closing, the “ Closing Date .” References herein to New Freenome denote PCSC following the Business Combination.
As further described in the accompanying proxy statement/prospectus,
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| 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 ”)
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initially issued in PCSC’s initial public offering that are validly submitted for redemption and not withdrawn (the “ PCSC Shareholder Redemptions ”), and (c) 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 common stock, par value $0.0001 per share, of New Freenome (the “ 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 , respectively, to this proxy statement/prospectus (the “ Governing Documents ”), and PCSC’s name will change to “Freenome, Inc.”; and
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| 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. Assuming a closing (and the vesting of Freenome Options) through August 15, 2026, and assuming an Exchange Ratio of 0.29970, there were (i) 26,267,598 Freenome Common Shares, 478,060 Freenome Warrants and 213,907,881 shares of Freenome preferred stock outstanding, that would collectively (assuming the Freenome Warrants are exercised prior to Closing) convert into 72,124,075 shares of New Freenome Common Stock, (ii) 29,410,455 Freenome Options outstanding that would convert into 8,814,339 Rollover Options and (iii) 14,335,316 Freenome RSU Awards that would convert into 4,296,307 Rollover RSU Awards.
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Certain related agreements were entered into in connection with the signing of the Business Combination Agreement, including the Subscription Agreements, the Sponsor Letter Agreement, the Lock-Up Agreement and the Transaction Support Agreements (each as defined and further described in the accompanying proxy statement/prospectus). See the section entitled “ Business Combination Proposal—Related Agreements ” in the accompanying proxy statement/prospectus for more information.
Contemporaneously with any vote on a Business Combination, holders of public shares may elect to have their public shares redeemed for cash. Public shares that have been validly tendered or delivered for redemption, as described in the accompanying proxy statement/prospectus, will be redeemed prior to the Domestication. Notwithstanding the foregoing, holders of public shares, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, any holders of public shares or “group” in excess of such 15% cap will not be redeemed by PCSC. Any outstanding PCSC Class B Shares or private placement shares of PCSC (which are PCSC Class A Shares) will be excluded from the pro rata calculation used to determine the per share redemption price applicable to public shares that are redeemed.

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You will also be asked to consider and vote upon:
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| a proposal to approve, by special resolution of the holders of PCSC Class B Shares, the Domestication;
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| 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;
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| 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:
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| 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;
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| to amend the Existing Governing Documents to authorize adopting Delaware as the exclusive forum for certain stockholder litigation;
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| 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;
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| 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;
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| 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
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| 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.
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| 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;
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| a proposal to approve and adopt, by ordinary resolution, the New Freenome Equity Incentive Plan;
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| a proposal to approve and adopt, by ordinary resolution, the New Freenome Employee Stock Purchase Plan; and
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| 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.
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The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal (collectively, the “ Condition Precedent Proposals ”) are approved at the extraordinary general meeting. 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. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
Only holders of record of the PCSC Shares at the close of business on [•], 2026 are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments of the extraordinary general meeting. The accompanying proxy statement/prospectus and proxy card is

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being provided to PCSC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by PCSC’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of PCSC’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to therein carefully and in their entirety. You should also carefully consider the risk factors described in “ Risk Factors ” beginning on page 25 of the accompanying proxy statement/prospectus.
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 (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. The 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 the 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 & Gray, LLP (“ Ropes & Gray ”), and Cayman Islands counsel, Maples and Calder (Cayman) LLP (“ Maples ”) to represent the Special Committee. The Special Committee also engaged Scalar, LLC (“ 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 (as defined in the Business Combination Agreement), (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.
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 of the shares of New Freenome Common Stock to be paid by PCSC in the First Merger pursuant to the Business Combination Agreement, a copy of which is attached hereto as Annex L . For more information, see “ Business Combination Proposal—Background and Material Terms of the Business Combination ,” “ Business Combination Proposal—Interests of PCSC’s Sponsor, Directors and Officers in the Business Combination ” and “ Business Combination Proposal—Opinion of Scalar, LLC .”
After careful consideration, the PCSC Board, based in part upon the unanimous recommendation of the Special Committee, has unanimously determined that the Business Combination is fair, advisable, and in the best interests of PCSC and its shareholders as a whole, unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that PCSC shareholders vote “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 to the PCSC shareholders at the extraordinary general meeting. The Business Combination was not structured to require the approval of at least a majority of PCSC’s

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unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of these proposals by the PCSC Board, you should keep in mind that PCSC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “ Business Combination Proposal—Interests of PCSC’s Directors and Officers, Sponsor and Others in the Business Combination ” in this proxy statement/prospectus for a further discussion of these considerations.
Only holders of PCSC Class B Shares may vote on the Domestication Proposal and the Governing Documents Proposal and our initial shareholders hold all issued and outstanding PCSC Class B Shares. The approval of each of the Domestication Proposal and the Governing Documents Proposal requires a special resolution of holders of 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 present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and 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.
Please note that as further described in the accompanying proxy statement/prospectus, the Sponsor and the officers and directors of PCSC have agreed to (a) vote any of their PCSC Shares in favor of the Business Combination and all other related proposals at the extraordinary general meeting and (b) waive their redemption rights with respect to any Shares they own in connection with the consummation of the Business Combination. As of the date of the accompanying proxy statement/prospectus, the initial shareholders collectively own 2,442,500 PCSC Shares, or approximately 22.1% of the issued and outstanding ordinary shares as follows: (i) the Sponsor owns 2,066,250 PCSC Class B Shares and 286,250 private placement shares, which are PCSC Class A Shares; and (ii) the PCSC independent directors each own 30,000 PCSC Class B Shares, for an aggregate of 90,000 PCSC Class B Shares. We will need at least 1,246,667 PCSC Shares, in addition to the PCSC Shares held by the initial shareholders, to constitute a quorum. Accordingly, we will need 5,533,751 PCSC Shares, or 3,091,251 public shares in addition to the PCSC Shares held by the initial shareholders, to vote in favor of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal to approve it if all PCSC Shares are present and cast votes. If only the minimum quorum is present, no public shares will be required to vote in favor of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal to approve it.
To ensure your representation at the extraordinary general meeting, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote electronically, obtain a proxy from your broker or bank.
Your vote is very important regardless of the number of shares you own . Whether you plan to attend the extraordinary general meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. 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. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PCSC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO

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EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR PUBLIC SHARES BY EITHER TENDERING OR DELIVERING YOUR PUBLIC SHARES (AND CERTIFICATES, IF ANY) AND OTHER REDEMPTION FORMS TO PCSC’S TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR PUBLIC SHARES (AND CERTIFICATES, IF ANY) AND OTHER REDEMPTION FORMS ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of the PCSC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
 
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| Sincerely,
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| Joseph Edelman

Chairman of the Board of Directors
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated      , 2026 and is first being mailed to shareholders on or about      , 2026.

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PERCEPTIVE CAPITAL SOLUTIONS CORP

51 Astor Place, 10th Floor

New York, New York 10003

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON [•], 2026
TO THE SHAREHOLDERS OF PERCEPTIVE CAPITAL SOLUTIONS CORP:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “ extraordinary general meeting ”) of Perceptive Capital Solutions Corp, a Cayman Islands exempted company (“ PCSC ”), 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 at [•], or at such other time, on such other date and at such other place to which the meeting may be adjourned.
The extraordinary general meeting will be conducted via live webcast, but the physical location of the extraordinary general meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If you wish to attend the extraordinary general meeting in person at the offices of Cooley LLP located at 55 Hudson Yards, New York, New York 10001, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting PCSC’s secretary at [•] by 10:30 a.m., Eastern Time, on [•], 2026. You will be able to attend the extraordinary general meeting online, vote and submit your questions during the extraordinary general meeting by visiting [•].
You are cordially invited to attend the extraordinary general meeting, which will be held for the purpose of considering and, if thought fit, passing each of the following resolutions that is put to the shareholders for a vote:
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| 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.
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| 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.”
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| 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).
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| 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:
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| 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.
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| 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.
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| 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.
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| 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.
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| 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.
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| 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.
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| 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.
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| 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.
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| 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.
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| 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
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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.
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.
These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of PCSC Shares at the close of business on [•], 2026 are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments of the extraordinary general meeting.
This accompanying proxy statement/prospectus and accompanying proxy card is being provided to PCSC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of PCSC’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to therein carefully and in their entirety. You should also carefully consider the risk factors described in “ Risk Factors ” beginning on page 25 of this proxy statement/prospectus.
After careful consideration, the PCSC Board, based in part upon the unanimous recommendation of the Special Committee, has unanimously determined that the Business Combination is fair, advisable, and in the best interests of PCSC and its shareholders as a whole, unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that PCSC shareholders vote “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 to the PCSC shareholders at the extraordinary general meeting. The Business Combination was not structured to require the approval of at least a majority of PCSC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of these proposals by the PCSC Board, you should keep in mind that PCSC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “ Business Combination Proposal—Interests of PCSC’s Directors and Officers, Sponsor and Others in the Business Combination ” in this proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Existing Governing Documents, a public holder of the PCSC Class A Shares sold in PCSC’s initial public offering (whether they were purchased in PCSC’s initial public offering or thereafter in the open market) (a “ public shareholder ,” and such shares, the “ public shares ”) may request to PCSC to redeem its public shares for cash contemporaneously with any vote on the 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. Pursuant to the Business Combination Agreement, the Domestication shall occur at least one business day prior to the Closing Date. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
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(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.
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The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental, PCSC’s transfer agent, in order to validly redeem its shares. Public shareholders may seek to have their public shares redeemed by PCSC, regardless of whether they vote for or against the Business Combination Proposal or any other proposal and whether they held PCSC Shares as of the record date or acquired them after the record date. Any public shareholder who holds PCSC Shares on or before [•], 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting) will have the right to demand that his, her or its public shares be redeemed for a pro rata portion of the aggregate amount then on deposit in the trust account established at the consummation of PCSC’s initial public offering (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 us for permitted withdrawals. For illustrative purposes, based on funds in the trust account of approximately $91,918,776.09 on January 6, 2026, the estimated per share redemption price is expected to be approximately $10.66. A public shareholder who has properly tendered or delivered his, her or its public shares for redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the trust account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant public shareholders as appropriate. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own shares. See “ Extraordinary General Meeting of PCSC—Redemption Rights ” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Public shareholders who seek to redeem their public shares must demand redemption no later than 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting) by (a) submitting a written request to the PCSC transfer agent that PCSC redeem such holder’s public shares for cash, (b) affirmatively certifying in such request to the PCSC transfer agent for redemption if such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) with any other shareholder with respect to PCSC Shares and (c) tendering or delivering their PCSC Shares, either physically or electronically using DTC’s deposit/withdrawal at custodian system (“ DWAC ”), at the holder’s option, to the PCSC transfer agent prior to the extraordinary general meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered or delivered to the PCSC transfer agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The PCSC transfer agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, any shares held by a public shareholder or “group” in excess of such 15% cap will not be redeemed by PCSC.
Pursuant to that certain letter agreement, dated as of June 11, 2024, the Sponsor, officers and directors of PCSC have waived all of their redemption rights and will not have redemption rights with respect to any PCSC Shares owned by them, directly or indirectly. As of the date of the accompanying proxy statement/prospectus, the initial shareholders own approximately 22.1% of the issued and outstanding PCSC Shares. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Concurrently with the execution of the Business Combination Agreement, PCSC, the initial shareholders and Freenome entered into the Sponsor Letter Agreement (the “ Sponsor Letter Agreement ”), pursuant to which the Sponsor and each of PCSC’s independent directors (Messrs. McKenna, Song and Waksal), as a holder of PCSC Class B Shares, has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Mergers), (ii) waive any adjustment to the conversion ratio set forth in the governing documents of PCSC or any other anti-dilution or similar protection with respect to the PCSC Class B Shares

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(whether resulting from the transactions contemplated by the Subscription Agreements or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, (iv) be bound by certain transfer restrictions with respect to his, her or its shares in PCSC prior to the closing of the Business Combination, and (v) be subject to the restrictions contemplated by the Lock-up Agreements in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. 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. See “ Business Combination Proposal—Related Agreements—Investor Rights Agreement ” and “ Business Combination Proposal—Related Agreements—Sponsor Letter Agreement ” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement and the Investor Rights Agreement.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will PCSC redeem public shares in an amount that would cause New Freenome’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.
The approval of each of the Domestication Proposal and the Governing Documents Proposal requires a special resolution of 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 present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and 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.
Your vote is very important regardless of the number of shares you own . Whether or not you plan to attend the extraordinary general meeting, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. 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. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
A PCSC shareholder who is entitled to attend and vote at the extraordinary general meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder. A proxyholder need not be a PCSC shareholder.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the accompanying proxy statement/prospectus (including the Annexes and other documents referred to therein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to therein. If you have any questions or need assistance voting your PCSC Shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing PCSC.info@investor.sodali.com.
 
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| Thank you for your participation. We look forward to your continued support.
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| By Order of the Board of Directors of Perceptive Capital Solutions Corp,
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| Joseph Edelman

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| Chairman of the Board of Directors
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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PCSC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR PUBLIC SHARES BY EITHER TENDERING OR DELIVERING YOUR PUBLIC SHARES (AND CERTIFICATES, IF ANY) AND OTHER REDEMPTION FORMS TO PCSC’S TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR PUBLIC SHARES (AND CERTIFICATES, IF ANY) AND OTHER REDEMPTION FORMS ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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ADDITIONAL INFORMATION
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
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TRADEMARKS, TRADE NAMES AND SERVICE MARKS
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MARKET AND INDUSTRY DATA
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CURRENCY AND EXCHANGE RATES
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PRESENTATION OF FINANCIAL INFORMATION
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SELECTED DEFINITIONS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF PCSC
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
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RISK FACTORS
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EXTRAORDINARY GENERAL MEETING OF PCSC
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BUSINESS COMBINATION PROPOSAL
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DOMESTICATION PROPOSAL
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GOVERNING DOCUMENTS PROPOSALS
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ADVISORY GOVERNING DOCUMENTS PROPOSALS
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NASDAQ PROPOSAL
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EQUITY INCENTIVE PLAN PROPOSAL
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EMPLOYEE STOCK PURCHASE PLAN PROPOSAL
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ADJOURNMENT PROPOSAL
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
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DILUTION
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INFORMATION ABOUT PCSC
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PCSC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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INFORMATION ABOUT FREENOME
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FREENOME’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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EXECUTIVE COMPENSATION
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MANAGEMENT OF NEW FREENOME FOLLOWING THE BUSINESS COMBINATION
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BENEFICIAL OWNERSHIP OF SECURITIES
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
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COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS
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DESCRIPTION OF NEW FREENOME SECURITIES
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SHARES ELIGIBLE FOR FUTURE SALE AND SECURITIES ACT RESTRICTIONS ON RESALE OF NEW FREENOME COMMON STOCK
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APPRAISAL RIGHTS AND DISSENTERS’ RIGHTS
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STOCKHOLDER PROPOSALS AND NOMINATIONS
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SHAREHOLDER COMMUNICATIONS
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LEGAL MATTERS
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EXPERTS
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HOUSEHOLDING INFORMATION
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ENFORCEABILITY OF CIVIL LIABILITY
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TRANSFER AGENT AND REGISTRAR
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
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ANNEX A –
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| BUSINESS COMBINATION AGREEMENT
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ANNEX B –
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| SPONSOR LETTER AGREEMENT
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ANNEX D –
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ANNEX E –
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ANNEX F –
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ANNEX G –
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| FORM OF FREENOME STOCKHOLDER WRITTEN CONSENT
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| FORM OF FREENOME, INC. CERTIFICATE OF INCORPORATION
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ANNEX I –
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| FORM OF FREENOME, INC. BYLAWS
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ANNEX J –
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| FORM OF FREENOME, INC. 2026 EQUITY INCENTIVE PLAN
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ANNEX K –
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| FORM OF FREENOME, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN
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ANNEX L –
|  
|  
| OPINION OF SCALAR, LLC
|  
|  
| L-1
|
ANNEX M –
|  
|  
| FORM OF PERCEPTIVE CAPITAL SOLUTIONS CORP PRELIMINARY PROXY CARD
|  
|  
| M-1
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PART II –
|  
|  
| INFORMATION NOT REQUIRED IN PROSPECTUS
|  
|  
| II-1
|
 
|  
|  
|  
|  
|  
|  
|

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ADDITIONAL INFORMATION
You may request copies of this proxy statement/prospectus and any other publicly available information concerning PCSC, without charge, by written request to Perceptive Capital Solutions Corp, 51 Astor Place, 10th Floor, New York, New York 10003, or by telephone request at (212) 284-2300; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing PCSC.info@investor.sodali.com or from the SEC through the SEC website at http://www.sec.gov.
In order for PCSC’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of PCSC to be held on [•], 2026, you must request the information no later than five business days prior to the date of the extraordinary general meeting, i.e., by [•], 2026.
ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “ SEC ”) by PCSC (File No. 333-295377), constitutes a prospectus of PCSC under Section 5 of the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the New Freenome Securities to be issued to PCSC shareholders, if the business combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), with respect to the extraordinary general meeting of PCSC shareholders at which PCSC shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination by the approval and adoption of the Business Combination Proposal, among other matters.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
Freenome and its subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, Freenome’s name, logo and website name and address are its trademarks or service marks. This document also contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
MARKET AND INDUSTRY DATA
PCSC and Freenome are responsible for the disclosure contained in this proxy statement/prospectus. However, information contained in this proxy statement/prospectus concerning the market and the industry in which Freenome competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Freenome based on such sources and Freenome’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. The industry in which Freenome operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in “ Cautionary Note Regarding Forward-Looking Statements ” and “ Risk Factors—Risks Related to Freenome and the Business Combination ” and elsewhere in this proxy statement/prospectus.
Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although PCSC and Freenome have not independently verified the accuracy or completeness of third-party information, PCSC and Freenome believe the industry and market information included in this proxy statement/prospectus is reliable. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “ Risk Factors. ” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
Notwithstanding anything in this proxy statement/prospectus to the contrary, PCSC and Freenome are responsible for all disclosures in this proxy statement/prospectus.

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CURRENCY AND EXCHANGE RATES
In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars and all references to “$” mean U.S. dollars. Certain monetary amounts described herein have been expressed in U.S. dollars for convenience only and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.
PRESENTATION OF FINANCIAL INFORMATION
PCSC
The historical unaudited condensed consolidated financial statements of PCSC as of and for the three months ended March 31, 2026 and the historical audited financial statements of PCSC as of and for the years ended December 31, 2025 and 2024 and for the period from March 22, 2024 (inception) through December 31, 2024 were prepared in accordance with accounting principles generally accepted in the U.S. (“ GAAP ”) and are denominated in U.S. dollars.
Freenome
The historical unaudited condensed financial statements of Freenome as of and for the three months ended March 31, 2026 and the historical audited financial statements of Freenome as of and for the years ended December 31, 2025 and 2024 were prepared in accordance with U.S. GAAP and are denominated in U.S. dollars.
Rounding and Negative Amounts
Certain numerical information and other amounts and percentages in this proxy statement/prospectus, including financial data, have been rounded. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.
In preparing the audited historical financial statements of PCSC and Freenome, most numerical figures are presented in thousands. For the convenience of the reader of this proxy statement/prospectus, certain numerical figures in this proxy statement/prospectus are rounded to the nearest thousand. As a result of this rounding, certain numerical figures presented herein may vary slightly from the corresponding numerical figures presented in PCSC’s and Freenome’s financial statements.
The percentages presented in the textual financial disclosure in this proxy statement/prospectus are derived directly from the financial information contained in PCSC’s and Freenome’s financial statements. The percentages derived from PCSC’s and Freenome’s financial statements may be computed using the numerical figures expressed in thousands in its financial statements. Therefore, such percentages are not calculated on the basis of the financial information in the textual disclosure that has been subjected to rounding adjustments in this proxy statement/prospectus.
In tables, negative amounts are shown between parentheses. Otherwise, negative amounts may also be shown by “—” before the amount.
SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:
•
| “ 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;
|

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•
| “ 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;
|

•
| “ Extension Amendment Proposal ” means the proposal to be presented at the Extension Meeting (as defined below) to amend the amended and restated memorandum and articles of association of PCSC to extend the date by which PCSC must complete its initial combination from June 13, 2026 to June 13, 2027;
|

•
| “ Extension Meeting ” means the extraordinary general meeting of the PCSC shareholders to be held on June 10, 2026 to consider the Extension Amendment Proposal;
|

•
| “ 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,
|

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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
|

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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;
|

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•
| “ 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.
|

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this proxy statement/prospectus that are not historical facts are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to Freenome has been provided by Freenome and its respective management, and forward-looking statements include statements relating to our and its respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. In addition, any statements that refer to characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:
•
| our ability to obtain our shareholders’ approval to the Extension Amendment Proposal to allow us additional time, until June 13, 2027, to complete the Business Combination with Freenome or any other initial business combination, unless the Business Combination with Freenome is otherwise completed prior to June 13, 2026;
|

•
| 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;
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•
| 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 .”
|

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Freenome. There can be no assurance that future developments affecting us and/or Freenome will be those that we and/or Freenome have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Freenome) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “ Risk Factors. ” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. It is not possible to predict or identify all such risks. Forward-looking statements reflect Freenome and our expectations, plans, or forecasts of future events and views as of the date of this proxy statement/prospectus and are qualified in their entirety by reference to the cautionary statements herein. We and Freenome anticipate that subsequent events and developments will cause our assessments to change. These forward-looking statements should not be relied upon as representing our and Freenome’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Neither we nor Freenome undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, such stockholder should be aware that the occurrence of the events described in the “ Risk Factors ” section and elsewhere in this proxy statement/prospectus may adversely affect us.

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF PCSC
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to PCSC’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at [•] [a.m./p.m.], Eastern Time, on [•], 2026, at the offices of Cooley LLP located at 55 Hudson Yards, New York, NY 10001-2157, 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:

| 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.
|

In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things:
(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 .”
|

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

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The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and 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, and each of the Domestication Proposal and the Governing Documents Proposal requires a special resolution 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 or the Governing Documents Proposal.
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 become the Governing Documents 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 .”
The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “ What amendments will be made to the current constitutional documents of PCSC? ” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
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);
|

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•
| 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 .”
|

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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.
For more information, please see “ Business Combination Proposal, ” “ Domestication Proposal, ” “ Governing Documents Proposal, ” “ Advisory Governing Documents Proposal, ” “ Nasdaq Proposal, ” “ Equity Incentive Plan Proposal, ” “ Employee Stock Purchase Plan Proposal, ” “ Adjournment Proposal, ” and “— Why is PCSC proposing the Adjournment Proposal? ”
PCSC will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of PCSC should read it carefully.
After careful consideration, the PCSC Board, based in part upon the unanimous recommendation of the Special Committee, has unanimously determined that the Business Combination is fair, advisable, and in the best interests of PCSC and its shareholders, as a whole, unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that PCSC 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 Proposal (in the case of the holders of the 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 to the PCSC shareholders at the extraordinary general meeting.
The Business Combination was not structured to require the approval of at least a majority of PCSC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of these proposals by the PCSC Board, you should keep in mind that PCSC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “ Business Combination Proposal—Interests of PCSC’s Directors and Executive Officers, Sponsor and Others in the Business Combination ” in this proxy statement/prospectus for a further discussion of these considerations.
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.
|

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PCSC has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. PCSC has sought to acquire companies that: have a scientific or other competitive advantage in the markets in which they operate and which can benefit from access to additional capital as well as PCSC’s industry relationships and expertise; are ready to be public, 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 its rigorous analysis and scientific and business due diligence review; and will offer attractive risk-adjusted equity returns for PCSC shareholders. In addition, PCSC (a) must complete an initial business combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the execution of a definitive agreement for an initial business combination and (b) is not permitted to effect an initial business combination with solely another blank check company or a similar company with nominal operations.
Based on its due diligence investigations of Freenome and the industry in which it operates, including the financial and other information provided by Freenome in the course of negotiations, the PCSC Board believes that Freenome meets the criteria and guidelines listed above. However, there is no assurance of this. See “ Business Combination Proposal—The Special Committee’s and the PCSC Board’s Reasons for the Approval of the Business Combination. ”
Although the PCSC Board believes, based in part upon the unanimous recommendation of the Special Committee, that the Business Combination with Freenome presents a unique business combination opportunity and is in the best interests of Freenome and its shareholders, the PCSC Board and the Special Committee did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “ Business Combination Proposal—The Special Committee’s and the PCSC Board’s Reasons for the Approval of the Business Combination ” and “ Risk Factors—Risks Related to the Business Combination and PCSC. ”
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.
|

On February 19, 2025, Dr. Hukkelhoven, in her capacity as an executive officer of the Perceptive PIPE Investor, reached out to the other members of the Freenome Board, consisting of Deepika Pakianathan, Douglas VanOort, Randal Scott, Peter Kolchinsky, Moritz Hartmann, and Josh Lauer, to inquire whether Freenome would be interested in exploring a potential business combination with PCSC. The Perceptive PIPE Investor, was as of such time, and remains, an existing investor in Freenome, and Dr. Hukkelhoven, an executive officer of the Perceptive PIPE Investor, was as of such time, and remains, a member of the Freenome Board. As the Perceptive PIPE Investor has been an investor in Freenome since 2019, the Perceptive PIPE Investor has continuously monitored Freenome’s business progress and capital needs. Dr. Hukkelhoven has been a representative appointed by the Perceptive PIPE Investor on the Freenome Board since 2020. At the direction of the Freenome Board,

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Dr. Hukkelhoven informed the Perceptive PIPE Investor that Freenome was interested in exploring a capital raising transaction involving the Perceptive PIPE Investor and Dr. Hukkelhoven proposed the terms of the PIPE Financing to the Perceptive PIPE Investor. For more information, see “ Business Combination Proposal — Interests of PCSC’s Sponsor, Directors and Officers in the Business Combination. ”
The key terms of the Business Combination Agreement are the result of extensive negotiations between the representatives of PCSC and Freenome, each in consultation with its advisors, which occurred between mid-May 2025 through early August 2025. During such period, Freenome was also negotiating its exclusive licensing agreement with Exact Sciences Corporation (“ Exact Sciences ”) to advance the commercialization of Freenome’s colorectal (“ CRC ”) blood-based screening test, which was ultimately signed and announced on August 6, 2025 (the “ Exact Sciences Transaction ”). The terms of the Exact Sciences Transaction included an upfront payment by Exact Sciences to Freenome of $75 million, as well as potential milestone payments of up to $700 million in connection with specified regulatory developments, royalties on test sales, $20 million in funding for joint research and development (“ R&D ”) expenses leveraging the technology for three years and a convertible note of $50 million at an interest rate of 5% per annum.
On August 6, 2025, PCSC and Freenome executed a non-binding term sheet for a potential business combination involving PCSC and Freenome (the “ Non-Binding Term Sheet ”) Term Sheet, setting out the material terms of the Business Combination, including that Freenome would be valued at approximately $1.05 billion on a post-Business Combination equity value basis, taking into account, among other things, (i) an assumed $300 million in aggregate proceeds from (a) the PIPE Financing (which would include at least $25 million expected to be contributed by Perceptive Advisors or its affiliates and at least $50 million expected to be contributed by RA Capital or its affiliates) and (b) the Trust Account at the closing, and (ii) an agreed pre-Business Combination base equity value for Freenome of $725 million. The Non-Binding Term Sheet further contemplated, among other things, (a) certain adjustments for leakage to the Freenome base equity value, (b) that any proceeds from the Exact Sciences Transaction or any transaction entered into with Roche Holdings, Inc. (“ Roche ”) would not be counted as part of the base equity value of Freenome and that any shares or other equity interests of Freenome issued and outstanding in connection with such transactions would not be taken into account as part of the Freenome shares outstanding as of immediately prior to the closing of the Business Combination for purposes of determining the applicable Exchange Ratio, (c) that in addition to other customary closing conditions, the obligation of Freenome to consummate the Business Combination would be subject to there being Aggregate Transaction Proceeds of at least $250,000,000, (d) a six-month lockup period after consummation of the Business Combination with respect to New Freenome shares to be issued to insider Freenome stockholders, including Perceptive Advisors and RA Capital, in the Business Combination, as well as certain demand and piggyback registration rights for certain stockholders, and (e) an exclusivity period (the “ Exclusivity Period ”) binding on both PCSC and Freenome.
Between October 6, 2025 and December 4, 2025, PCSC and Freenome, with the assistance of their respective advisors, exchanged and negotiated drafts of the definitive Business Combination Agreement, the disclosure schedules to the Business Combination Agreement and the other ancillary documents, including the Investor Rights Agreement, the Transaction Support Agreement, the New Freenome certificate of incorporation and bylaws, the Lock-Up Agreement and the Sponsor Letter Agreement.
Concurrently with the execution of the Business Combination Agreement and the related ancillary documents, on December 5, 2025, the PIPE Investors executed and delivered the Subscription Agreements, which provided for binding subscriptions to purchase an aggregate of 24,000,000 shares of New Freenome Common Stock at $10.00 per share.
As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination and the PIPE Financing are consistent with common practice in initial business combination transactions consummated by special purpose acquisition companies. In addition, the timing for the consummation of the Business Combination provided for in the Business Combination Agreement and the Subscription Agreements, which was effectively as soon as reasonably practicable following the execution of the Business Combination Agreement, was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly and the deadline for PCSC to complete an initial business combination by June 13, 2026 (or June 13, 2027, if the Extension Amendment Proposal is approved at the Extension Meeting).
For more information, see “ Business Combination Proposal — Background and Material Terms of the Business Combination. ”

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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.
|

Existing Freenome stockholders (other than the Perceptive PIPE Investor and investors who were existing PCSC shareholders) subscribed for approximately $72.4 million of the PIPE Financing. Existing PCSC shareholders (other than the Perceptive PIPE Investor and investors who were existing Freenome stockholders) subscribed for approximately $15 million of the PIPE Financing. PIPE Investors who were both existing shareholders of PCSC and Freenome (other than the Perceptive PIPE Investor) subscribed for approximately $52.6 million of the PIPE Financing. The Perceptive PIPE Investor subscribed for an aggregate of $55.0 million of the PIPE Financing. Investors who were neither existing Freenome stockholders nor existing PCSC shareholders subscribed for approximately $45 million of the PIPE Financing.
The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New Freenome Common Stock (including the New Freenome Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq; and (ii) satisfaction of all conditions precedent to the closing of the transactions set forth in the Business Combination Agreement. The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the Business Combination Agreement shall not have been amended, modified, or supplemented, and no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor would reasonably expect to receive under the Subscription Agreement; (ii) the material truth and accuracy of the representations and warranties of PCSC in the Subscription Agreement, subject to customary bringdown standards; (iii) no subscription agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New Freenome Common Stock under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits; and (iv) there has not occurred any material adverse effect or parent material adverse effect since the date of the Subscription Agreement that is continuing. See “ Business Combination Proposal—Related Agreements—PIPE Financing. ”
Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation, the Aggregate Transaction Proceeds equaling no less than $250.0 million. As of the date of this proxy statement/prospectus, the Aggregate Transaction Proceeds Condition has not been satisfied. The parties intend to satisfy the Aggregate Transaction Proceeds Condition through the PIPE Financing and through amounts released to us from the trust account. In the event the Aggregate Transaction Proceeds Condition is not satisfied as a result of redemptions of public shares which reduce the amount available to be released to us from the trust account, Freenome may, in its sole discretion, waive the Aggregate Transaction Proceeds Condition. If Freenome waives the Aggregate Transaction Proceeds Condition, PCSC intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the extraordinary general meeting, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the extraordinary general meeting. For more information, see “ Business Combination Proposal—The Business Combination Agreement—Conditions to Closing of the Business Combination .”
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 mee

### EX-5.1 - EXHIBIT 5.1
EX-5.1
7
ny20061080x10_ex5-1.htm
EXHIBIT 5.1

Exhibit 5.1

June 1, 2026

Eric Blanchard

+1 617 937 2445

eblanchard@cooley.com

Perceptive Capital Solutions Corp

51 Astor Place, 10 th Floor

New York, NY 10003

Ladies and Gentlemen:

We have acted as counsel to Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “ Company ”) in connection with a registration statement
on Form S-4 (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”),
under the Securities Act of 1933, as amended (the “ Securities Act ”). The Registration Statement contains a proxy statement/prospectus relating to, among other things, (i) a proposal to
change the Company’s jurisdiction of incorporation by deregistering from the Register of Companies in the Cayman Islands and transferring by way of continuation from the Cayman Islands to Delaware and domesticating as a corporation incorporated under
the laws of the State of Delaware (the “ Domestication ”), and (ii) a proposal to approve the Business Combination Agreement, dated December 5, 2025 (the “ Business Combination Agreement ”), among the Company, StarNet Merger Sub I, Corp., a Delaware corporation and wholly-owned subsidiary of the Company, StarNet Merger Sub II, LLC, a Delaware limited liability company and
wholly-owned subsidiary of the Company and Freenome Holdings, Inc., a Delaware corporation(“ Freenome Holdings ”). The transactions to be effected pursuant to the Business Combination
Agreement are referred to as the “ Business Combination ”. The Company, as continuing entity following the Domestication, is to be renamed “ Freenome,

Inc .” and is referred to herein as “ New Freenome .”

In connection with the Domestication, the Company is to change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the General
Corporation Law of the State of Delaware (the “ DGCL ”) by filing the Certificate of Domestication and the Certificate of Incorporation (each as defined below) with the Secretary of State of
the State of Delaware (the “ Delaware Secretary of State ”). The Domestication is subject to the approval of the shareholders of the Company.

In connection with this opinion, we have examined and relied upon (i) the Registration Statement to be filed with the Commission on the date hereof, (ii) the Business Combination Agreement; (iii) the Amended and
Restated Memorandum and Articles of Association of the Company, filed as Exhibit 3.1 to the Registration Statement; (iv) the form of certificate of incorporation of New Freenome filed as Exhibit 3.2 to the Registration Statement, which is to be in
effect upon closing of the Business Combination (the “ Certificate of Incorporation ”); (v) the form of bylaws of New Freenome filed as Exhibit 3.3 to the Registration Statement (the “ Bylaws ”), which are to be in effect upon closing of the Business Combination; (vi) the form of certificate of domestication to be filed with the Delaware Secretary of State, filed as Exhibit 3.4
to the Registration Statement (the “ Certificate of Domestication ”); and (vii) such other opinions, documents, records, certificates, memoranda and instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to
us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon
a certificate of an officer of the Company and have not independently verified such matters.

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

Perceptive Capital Solutions Corp

June 1, 2026

Page Two

The Domestication is intended to occur at least one business day prior to the closing of the Business Combination. In connection with the Domestication, (1) immediately prior to the Domestication, (a) holders of each
issued and outstanding Class B ordinary share (the “ Class B Shares ”) of the Company, par value $0.0001 per share, is to elect to convert their Class B Shares, into Class A ordinary shares of
the Company, par value $0.0001 per share (the “ Class A Shares ,” and together with the Class B Shares, the “ Shares ”), and (b) the
Company will effect the redemption of the Class A Shares initially issued in the Company’s initial public offering that are validly submitted for redemption and not withdrawn (the “ Shareholder
Redemptions ”), and (2) after effecting the Shareholder Redemptions, upon the Domestication, each issued and outstanding Class A Share will convert automatically by operation of law, on a one-for-one basis, into one share of common stock, par
value $0.0001 per share, of New Freenome (the “ New Freenome Common Stock ”), and (3) upon effectiveness of the Domestication, the governing documents of the Company will become the
Certificate of Incorporation and the Bylaws, and the Company’s name will change to “Freenome, Inc.”

The Registration Statement relates to the proposed issuance in connection with the Business Combination of up to 83,067,500 shares of New Freenome Common Stock, consisting of (a) up to 11,067,500 shares of New Freenome
Common Stock that may be issued with respect to shares of the Company (the “ Domestication Shares ”) and (b) up to 72,000,000 shares of New Freenome Common Stock that may be issued to the
holders of Freenome Holdings common stock pursuant to the Business Combination Agreement (the “ Merger Shares ”).

We have assumed without investigation all matters determinable under the laws of the Cayman Islands with respect to the Company, including without limitation that (i) immediately prior to the Domestication, the Company
will be duly organized, validly existing and in good standing under the laws of the Cayman Islands, (ii) the Company has full power, authority and legal right to domesticate in the State of Delaware pursuant to Section 388, (iii) the laws of the
Cayman Islands permit the Company to domesticate in the State of Delaware pursuant to Section 388, (iv) the discontinuation of the Company from the Cayman Islands will be duly authorized by all necessary corporate action as provided in its governing
documents and will be duly effected in accordance with Cayman Islands law, (v) any and all consents, approvals and authorizations from applicable Cayman Islands governmental authorities required to authorize and permit the Company to domesticate in
the State of Delaware pursuant to Section 388 will be obtained, (vi) the issued and outstanding ordinary shares of the Company as an exempted company incorporated under the laws of the Cayman Islands immediately prior to the Domestication will be
validly issued, fully paid and nonassessable, (vii) all share issuances and documents related thereto that were authorized by the Company prior to the Domestication, including those to be effected pursuant to or in connection with the Business
Combination Agreement will have been done in accordance with the applicable governing documents of the Company as a Cayman Islands exempted company and the laws of the Cayman Islands and (viii) the filing of the Certificate of Incorporation with the
Delaware Secretary of State will be duly authorized by all necessary corporate action.

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

Perceptive Capital Solutions Corp

June 1, 2026

Page Three

Our opinion is subject to the following:

(i)

Prior to effecting the Domestication: (a) the Registration Statement, as finally amended (including all necessary post-effective amendments), will have become effective
under the Securities Act; (b) the shareholders of the Company will have approved, among other things, the Business Combination Agreement and the Domestication, including the Certificate of Incorporation and the Bylaws; and (c) all other necessary
action will have been taken under the applicable laws of the Cayman Islands to authorize, approve the Domestication, and any and all consents, approvals and authorizations from applicable Cayman Islands and other governmental and regulatory
authorities required to authorize the Domestication will have been obtained.

(ii)

The Certificate of Domestication will be duly executed and thereafter be duly filed with the Delaware Secretary of State in accordance with Sections 103 and 388 of the DGCL,
no other certificate or document, other than the Certificate of Incorporation will be filed by or in respect of the Company with the Delaware Secretary of State and the Company will pay any fees and other charges required to be paid in connection
with the filing of the Certificate of Domestication.

(iii)

The Certificate of Incorporation, in the form filed as Exhibit 3.2 to the Registration Statement, without alteration or amendment (other than identifying the appropriate
date), will be duly executed and thereafter be duly filed with the Delaware Secretary of State and have become effective in accordance with Sections 103 and 388 of the DGCL, no other certificate or document, other than the Certificate of
Domestication, has been, or prior to the filing of the Certificate of Incorporation will be, filed by or in respect of the Company with the Delaware Secretary of State and the Company will pay any fees and other charges required to be paid in
connection with the filing of the Certificate of Incorporation.

(iv)

The Bylaws, in the form attached as Exhibit 3.3 to the Registration Statement, without alteration or amendment (other than identifying the appropriate date), will become
effective upon the Effective Time.

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

Perceptive Capital Solutions Corp

June 1, 2026

Page Four

(v)

The other transactions contemplated by the Business Combination Agreement to be consummated as part of, concurrent with or prior to the Business Combination will have been
consummated.

The opinions stated herein are subject to the following additional qualifications: (i) we express no opinion with respect to any law, rule or regulation that is applicable to any party to the Business Combination
Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such
party or such affiliates and (ii) we express no opinion with respect to the enforceability of any provision contained in the Business Combination Agreement.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no
opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.  This opinion is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and we express
no opinion and provide no assurance as to the contents of the Registration Statement or related proxy statement/prospectus, or any prospectus filed pursuant to Rule 424(b) with respect thereto, other than as expressly stated herein with respect to
the issuance of the Domestication Shares and the Merger Shares.

Based upon the foregoing, and in reliance thereon, and subject to the assumptions, limitations, qualifications and exceptions set forth herein, we are of the opinion that:

1.

The Domestication Shares, when issued after the Effective Time in connection with the Domestication as described in the Registration Statement, will be validly issued, fully
paid and nonassessable.

2.

The Merger Shares, when issued after the Effective Time against payment therefore in accordance with the Registration Statement and the Business Combination Agreement, will
be validly issued, fully paid and nonassessable.

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and
facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter
occur.

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

Perceptive Capital Solutions Corp

June 1, 2026

Page Five

We consent to the reference to our firm under the caption “Legal Matters” in the proxy statement/prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.

Sincerely,

COOLEY LLP

|
  |

By: /s/ Eric Blanchard

|

Eric Blanchard, Partner |

|

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

### EX-23.1 - EXHIBIT 23.1
EX-23.1
8
ny20061080x10_ex23-1.htm
EXHIBIT 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Amendment No. 1 to Form S-4 of our report dated March 12, 2026, relating to the consolidated financial statements
of Perceptive Capital Solutions Corp as of December 31, 2025 and 2024 and for the year ended 2025 and for the period from March 22, 2024 (inception) through December 31, 2024, which includes an explanatory paragraph relating to Perceptive Capital
Solutions Corp’s ability to continue as a going concern which is contained in that Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.

/s/ WithumSmith+Brown, PC

New York, New York

June 1, 2026

### EX-23.2 - EXHIBIT 23.2
EX-23.2
9
ny20061080x10_ex23-2.htm
EXHIBIT 23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 30, 2026, with respect to the consolidated
financial statements of Freenome Holdings, Inc. included in the proxy statement/prospectus of Perceptive Capital Solutions Corp and Freenome Holdings, Inc. that is made a part of Amendment No.1 to the Registration Statement on Form S-4 and
related Prospectus of Perceptive Capital Solutions Corp and Freenome Holdings, Inc. for the registration of shares of common stock.

/s/ Ernst & Young LLP

San Jose, California

June 1, 2026

### EX-99.1 - EXHIBIT 99.1
EX-99.1
10
ny20061080x10_ex99-1.htm
EXHIBIT 99.1

Exhibit 99.1

Scalar, LLC (“Scalar”),hereby consents to (i) the filing of our fairness opinion dated December 4, 2025 (the “Opinion”) to the Special Committee of the Board of Directors of Perceptive Capital Solutions Corp  (“PCSC”) as Annex L to the proxy
statement/prospectus contained in this Registration Statement on Form S-4, (ii) the references therein to Scalar and (iii) the inclusion therein of (a) the summaries of and excerpts from the Opinion, (b) the description of certain financial
analyses underlying the Opinion and (c) certain terms of our engagement by the Special Committee of the Board of Directors of PCSC. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

/s/ Scalar, LLC

Scalar, LLC

June 1, 2026