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Item 5.03
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Amendments to Articles of Association.
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On June 10, 2026, Perceptive Capital Solutions Corp, a Cayman Islands exempted company ("PCSC") held an extraordinary general meeting of its shareholders (the "Shareholder Meeting") to approve an amendment (the "Articles Amendment") to PCSC's amended and restated memorandum and articles of association to extend the date by which PCSC has to consummate an initial business combination from June 13, 2026 to June 13, 2027 (the "Extension Amendment Proposal").
PCSC's shareholders approved the Extension Amendment Proposal at the Shareholder Meeting and on June 10, 2026, PCSC filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.
The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 10, 2026, PCSC held the Shareholder Meeting to approve the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, each as more fully described in the definitive proxy statement that PCSC filed with the U.S. Securities and Exchange Commission (the "SEC") on May 14, 2026. As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders of 6,312,808 Class A Ordinary Shares, par value $0.0001 per share, of PCSC (the "Class A Ordinary Shares") and holders of 2,156,250 Class B Ordinary Shares, par value $0.0001 per share, of PCSC (the "Class B Ordinary Shares") held of record as of close of business on May 12, 2026, the record date for the Shareholder Meeting, entitled to vote at the Shareholder Meeting, were present in person or by represented by proxy at the Shareholder Meeting. Such PCSC shareholders represented approximately 76.5% of the voting power of PCSC's Class A Ordinary Shares and Class B Ordinary Shares as of the record date for the Shareholder Meeting, and formed a quorum for the transaction of business.
The voting results for the Extension Amendment Proposal were as follows:
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(1)
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The Extension Amendment Proposal
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For
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Against
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Abstain
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Broker Non-Votes
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8,515,798
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75
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4,866
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0
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PCSC had solicited proxies in favor of an Adjournment Proposal which would have given PCSC authority to adjourn the Shareholder Meeting to solicit additional proxies, if necessary. As sufficient shares were voted in favor of the Extension Amendment Proposal, the Adjournment Proposal was not voted upon at the Shareholder Meeting.
In connection with the vote to approve the Extension Amendment Proposal, the holders of 754,008 Class A Ordinary Shares duly exercised their right to redeem (and did not withdraw their redemption exercises) their Class A Ordinary Shares for cash at a redemption price of approximately $10.82 per share, for an aggregate redemption amount of approximately $8.16 million. After giving effect to the redemptions in connection with the Shareholder Meeting, approximately $85.17 million will remain in the trust account for PCSC's use in connection with consummating an initial business combination, subject to the redemption rights of holders of Class A Ordinary Shares in connection with such initial business combination.
Additional Information about the Proposed Business Combination and Where to Find It
The proposed business combination between PCSC and Freenome Holdings, Inc., a Delaware corporation ("Freenome", and such transaction, the "Business Combination") will be submitted to shareholders of PCSC for their consideration. PCSC has filed a registration statement on Form S-4 with the SEC, which includes preliminary and definitive proxy statements to be distributed to PCSC's shareholders in connection with PCSC's solicitations of proxies from PCSC's shareholders with respect to the proposed business combination and other matters to be described in the registration statement, as well as the prospectus relating to the offer of the securities to be issued to the stockholders of Freenome in connection with the completion of the proposed Business Combination. After the registration statement has been declared effective, PCSC will mail a definitive proxy statement/prospectus and other relevant documents relating to the proposed Business Combination and other matters to be described in the registration statement to Freenome stockholders and PCSC shareholders as of a record date to be established for voting on the proposed Business Combination. Before making any voting or investment decision, PCSC shareholders, Freenome stockholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by PCSC in connection with the proposed Business Combination and other matters to be described in the registration statement, when they become available because they will contain important information about PCSC, Freenome and the proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by PCSC with the SEC, once available, without charge, at the SEC's website located at www.sec.gov, or by directing a written request to Perceptive Capital Solutions Corp, 51 Astor Place, 10th Floor, New York, New York 10003.