PCSC to merge with Freenome in SPAC deal valuing Freenome at $725M; $240M PIPE

Perceptive Capital Solutions Corp

Implied Freenome equity value of $725M; exchange ratio based on that value.
PIPE financing of $240M (24M shares at $10/share) from Perceptive Advisors affiliate and existing Freenome stockholders.
Transaction expected to close in first half 2026; subject to shareholder approvals, HSR clearance, and Nasdaq listing.
Post-closing board of nine directors; Sponsor and certain stockholders subject to 6-month lock-up.
PCSC will domesticate to Delaware and rename to Freenome, Inc.; PCSC shareholders have redemption rights.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Perceptive Capital Solutions Corp entered into Business Combination Agreement with Freenome Holdings, Inc. (effective 2025-12-05).

Action: entry
Agreement: merger
Counterparty: Freenome Holdings, Inc.
Effective: 2025-12-05

Exact text from the filing

On December 5, 2025, Perceptive Capital Solutions Corp, a Cayman Islands exempted company (“ PCSC ”), StarNet Merger Sub I, Corp., a Delaware corporation and a wholly-owned subsidiary of PCSC (“ Merger Sub I ”), StarNet Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of PCSC (“ Merger Sub II ”), and Freenome Holdings, Inc., a Delaware corporation (“ Freenome ”), entered into a Business Combination Agreement

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Perceptive Capital Solutions Corp filing history →

Source: SEC EDGAR

accession 0001140361-25-044461

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