SEC Comment Letter 0000000000-24-006572 to Perceptive Capital Solutions Corp (PCSC) (CIK 0002017526) (PCSC)
Perceptive Capital Solutions Corp (PCSC) (CIK 0002017526)
Date: June 7, 2024 · CIK: 0002017526 · Accession: 0000000000-24-006572
AI Filing Summary & Sentiment
File numbers found in text: 333-279598
Letter
United States securities and exchange commission logo June 7, 2024 Adam Stone Chief Executive Officer Perceptive Capital Solutions Corp 51 Astor Place, 10th Floor New York, New York 10003 Re:Perceptive Capital Solutions Corp Registration Statement on Form S-1 Filed May 21, 2024 File No. 333-279598 Dear Adam Stone: We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed May 21, 2024 Exhibits 1.Please have counsel revise the legality opinion filed as Exhibit 5.1, as it does not appear to include the 1,125,000 shares being registered to cover over-allotments. In this regard, we note that the opinion refers to "the offering and sale of up to 7,500,000 Class A Ordinary Shares of the Company . . . which includes 1,125,000 Ordinary Shares . . . to cover over- allotments, if any." However, you are registering 8,625,000 Class A ordinary shares. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameAdam Stone Comapany NamePerceptive Capital Solutions Corp June 7, 2024 Page 2 FirstName LastName Adam Stone Perceptive Capital Solutions Corp June 7, 2024 Page 2 Please contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Peter Seligson
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United States securities and exchange commission logo
June 7, 2024
Adam Stone
Chief Executive Officer
Perceptive Capital Solutions Corp
51 Astor Place, 10th Floor
New York, New York 10003
Re:Perceptive Capital Solutions Corp
Registration Statement on Form S-1
Filed May 21, 2024
File No. 333-279598
Dear Adam Stone:
We have reviewed your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed May 21, 2024
Exhibits
1.Please have counsel revise the legality opinion filed as Exhibit 5.1, as it does not appear to
include the 1,125,000 shares being registered to cover over-allotments. In this regard, we
note that the opinion refers to "the offering and sale of up to 7,500,000 Class A Ordinary
Shares of the Company . . . which includes 1,125,000 Ordinary Shares . . . to cover over-
allotments, if any." However, you are registering 8,625,000 Class A ordinary shares.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameAdam Stone
Comapany NamePerceptive Capital Solutions Corp
June 7, 2024 Page 2
FirstName LastName
Adam Stone
Perceptive Capital Solutions Corp
June 7, 2024
Page 2
Please contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Peter Seligson