Perceptive Capital Solutions Corp
8.40%
750,000
2017526
G70077105
Dec 4, 2025
Dec 12, 2025, 05:14 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| RA Capital Management, L.P. | Investment Adviser | 8.40% | 750,000 | 0 | 750,000 |
| Peter Kolchinsky | Holding Company | 8.40% | 750,000 | 0 | 750,000 |
| Rajeev Shah | Holding Company | 8.40% | 750,000 | 0 | 750,000 |
| RA Capital Healthcare Fund, L.P. | Partnership | 8.40% | 750,000 | 0 | 750,000 |
Disclosure Items (7)
Class A Ordinary Shares, par value $0.0001 per share
Perceptive Capital Solutions Corp
51 Astor Place, 10th Floor, New York, NY, 10003
This Schedule 13D is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital, Dr. Kolchinsky, Mr. Shah, and the Fund are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act") is attached hereto as Exhibit 99.1. The Fund directly holds 750,000 Class A ordinary shares. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the Class A common shares of the Issuer reported herein. Because the Fund has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.
The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund. The principal occupation of each of Dr. Kolchinsky and Mr. Shah is investment management.
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
See Item 6 of the cover pages.
On June 13, 2024, the Fund purchased 750,000 Class A ordinary shares from the underwriters of the Issuer's initial public offering (the "IPO"). The aggregate purchase price for all securities acquired by the Fund in the IPO was $7.5 million, which was funded by the working capital of the Fund.
Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of Class A ordinary shares and percentages of the Class A ordinary beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 8,911,250 Class A ordinary shares outstanding as of November 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 13, 2025.
Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D set forth the number of Class A ordinary as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A ordinary subject to this 13D.
Not applicable.
The contents of Item 4 are incorporated herein by reference. Investor Rights Agreement In connection with the Closing, New Freenome, Perceptive Capital Solutions Holdings, a Cayman Islands exempted limited company (the "Sponsor"), and certain stockholders of Freenome, including investment funds advised by RA Capital, will enter into an investor rights agreement (the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, among other things, New Freenome 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 foregoing description of the Investor Rights Agreement is subject to and qualified in its entirety by reference to the form of Investor Rights Agreement, which is filed herewith as Exhibit 99.5 hereto and the contents of which are incorporated herein by reference. Lock-Up Agreement In connection with the Closing, the Sponsor and certain Freenome stockholders, including investment funds advised by RA Capital, will enter into a lock-up agreement (the "Lock-Up Agreement") with New Freenome. Pursuant to the Lock-Up Agreement, the stockholders subject thereto 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 months after the Closing Date. The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the form of Lock-Up Agreement, which is filed as Exhibit 99.6 hereto and the contents of which are incorporated herein by reference.
Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Business Combination Agreement (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.3 Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.4 Form of Transaction Support Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.5 Form of Investor Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.6 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025).