Overview
- TickerFRNM on Nasdaq2
- IndustryServices-Medical Laboratories2
- HeadquartersSouth San Francisco, United States2
- Incorporated inDE3
- Business addressGenesis Marina, 3300 Marina Blvd, Brisbane, Ca 940053
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
- Legal formCorporation2
- LEI254900QDTSQ6S0QOCS432
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered addressCORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 60095052
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We are a blank check company incorporated on March 22, 2024 as a Cayman Islands exempted company formed for the purpose of effecting a business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. To date, our efforts have been limited to organizational activities, as activities related to our Initial Public Offering, and since our Initial Public Offering, the search for a prospective business combination. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year, latest first.5
| Period ending | 2025-12-31 |
|---|---|
| General and administrative expenses | $3.0M |
| Loss from operations | -$3.0M |
| Interest earned on investments held in Trust Account | $3.8M |
| Unrealized (loss) gain on investments held in Trust Account | -$3.3K |
| Total other income, net | $3.8M |
| Net income | $837.5K |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2024-03-31 |
|---|---|---|---|
| Cash | $865.0K | $1.1M | |
| Prepaid expenses | $42.5K | $115.0K | |
| Total Current Assets | $907.6K | $1.2M | |
| Cash and investments held in Trust Account | $91.9M | $88.7M | |
| Total Assets | $92.8M | $89.9M | |
| Accrued expenses | $2.3M | $210.8K | |
| Total Current Liabilities | $2.3M | $210.8K | |
| Deferred underwriting fee | $3.5M | $3.5M | |
| Total Liabilities | $5.7M | $3.7M | |
| Class A ordinary shares subject to possible redemption, 8,625,000 shares at redemption value of approximately $10.65 and $10.24 per share as of December 31, 2025 and 2024, respectively | $91.9M | $88.4M | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024 | $0 | $0 | |
| Accumulated deficit | -$4.8M | -$2.1M | |
| Total Shareholders Deficit | -$4.8M | -$2.1M | $0 |
| Total Liabilities and Shareholders Deficit | $92.8M | $89.9M | |
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M shares | |
| Preference shares, shares issued (in Shares) | 0 shares | 0 shares | |
| Preference shares, shares outstanding (in Shares) | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-03-31 |
|---|---|---|---|
| Cash | $865.0K | $1.1M | |
| Prepaid expenses | $42.5K | $115.0K | |
| Total Current Assets | $907.6K | $1.2M | |
| Cash and investments held in Trust Account | $91.9M | $88.7M | |
| Total Assets | $92.8M | $89.9M | |
| Accrued expenses | $2.3M | $210.8K | |
| Total Current Liabilities | $2.3M | $210.8K | |
| Deferred underwriting fee | $3.5M | $3.5M | |
| Total Liabilities | $5.7M | $3.7M | |
| Class A ordinary shares subject to possible redemption, 8,625,000 shares at redemption value of approximately $10.65 and $10.24 per share as of December 31, 2025 and 2024, respectively | $91.9M | $88.4M | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024 | $0 | $0 | |
| Accumulated deficit | -$4.8M | -$2.1M | |
| Total Shareholders Deficit | -$4.8M | -$2.1M | $0 |
| Total Liabilities and Shareholders Deficit | $92.8M | $89.9M | |
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M shares | |
| Preference shares, shares issued (in Shares) | 0 shares | 0 shares | |
| Preference shares, shares outstanding (in Shares) | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year, latest first.5
| Period ending | 2025-12-31 |
|---|---|
| Net income | $837.5K |
| Payment of operating costs through promissory note | $0 |
| Interest earned on investments held in Trust Account | -$3.8M |
| Unrealized loss (gain) on investments held in Trust Account | $3.3K |
| Prepaid expenses and other current assets | $72.5K |
| Accrued expenses | $2.0M |
| Net cash used in operating activities | -$864.7K |
| Investment of cash in Trust Account | $0 |
| Cash withdrawn from Trust Account for working capital purposes | $600.0K |
| Net cash provided by (used in) investing activities | $600.0K |
| Proceeds from sale of shares, net of underwriting discounts paid | $0 |
| Proceeds from sale of Private Placement Shares | $0 |
| Underwriter reimbursement | $0 |
| Repayment of promissory note related party | $0 |
| Payment of offering costs | $0 |
| Net cash provided by financing activities | $0 |
| Net Change in Cash | -$264.7K |
| Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares | $0 |
| Deferred offering costs paid through promissory note - related party | $0 |
No quarter-by-quarter statement was filed.
Corporate structure
Freenome, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Freenome, Inc.
- ROCHE HOLDINGS INC Filed SCHEDULE 13G on Freenome, Inc., latest Sep 1, 2026
- ADAR1 Capital Management, LLC Filed SCHEDULE 13G/A on Freenome, Inc., latest Aug 14, 2026 (3 filings since Nov 14, 2024)
- HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Freenome, Inc., latest Aug 14, 2026
- IPConcept (Luxemburg) S.A. Filed SCHEDULE 13G/A on Freenome, Inc., latest Aug 12, 2026 (2 filings since Feb 11, 2026)
- 683 Capital Management, LLC Filed SCHEDULE 13G/A on Freenome, Inc., latest Aug 12, 2026 (3 filings since Jun 24, 2024)
- BIT Capital GmbH Filed SCHEDULE 13G/A on Freenome, Inc., latest Aug 5, 2026 (2 filings since Feb 11, 2026)
- AH Bio Fund I, L.P. Filed SCHEDULE 13G on Freenome, Inc., latest Jul 27, 2026
- PERCEPTIVE ADVISORS LLC Filed SCHEDULE 13G on Freenome, Inc., latest Jul 23, 2026
- RA CAPITAL MANAGEMENT, L.P. Filed SCHEDULE 13D/A on Freenome, Inc., latest Jul 22, 2026 (3 filings since Jun 24, 2024)
- Point72 Asset Management, L.P. Filed SCHEDULE 13G on Freenome, Inc., latest Jul 8, 2026
- One Fin Capital Management LP Filed SCHEDULE 13G/A on Freenome, Inc., latest May 15, 2026 (2 filings since Jan 13, 2026)
- Chun R. Ding Filed SCHEDULE 13G/A on Freenome, Inc., latest May 13, 2026 (2 filings since Jan 13, 2026)
- Freenome, Inc. South San Francisco, California, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Freenome, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
PROPERTIES
We currently maintain our executive offices at 51 Astor Place, 10th Floor, New York, New York 10003. The cost for our use of this space is included in the $15,000 per month fee we will pay to our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Mar 12, 2026.4
Leadership
Who has led Freenome, Inc., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerAdam Leo Stone Jun 11, 2024 to Jun 13, 202410
- Chief financial officerLinh H. Le Jul 27, 2026 to now11
- Chief financial officerSam Shmuel Cohn Jun 11, 2024 to Jun 11, 202412
Board members and other officers (15)
- Chief Product OfficerRiley Charles Ennis Jul 27, 2026 to now13
- Chief Business OfficerMichael Seth Altman Jun 11, 2024 to Jun 13, 202414
- Board memberPeter Kolchinsky Jul 22, 2026 to now15
- Board memberRajeev M. Shah Jul 22, 2026 to now15
- Board memberAnn Catherine Costello Jul 27, 2026 to now16
- Board memberCarole Nuechterlein Jul 27, 2026 to now17
- Board memberDeepika Pakianathan Jul 27, 2026 to now18
- Board memberOort Douglas M. Van Jul 27, 2026 to now19
- Board memberRandal W. Scott Jul 27, 2026 to now20
- Board memberAdam Leo Stone Jun 11, 2024 to Jun 13, 202410
- Board memberHarlan Waksal Jun 11, 2024 to Jun 11, 202421
- Board memberJoseph Edelman Jun 11, 2024 to Jun 11, 202422
- Board memberKenneth Song Jun 11, 2024 to Jun 11, 202423
- Board memberMark C. McKenna Jun 11, 2024 to Jun 11, 202424
- Board memberMichael Seth Altman Jun 11, 2024 to Jun 13, 202414
Former names
- Perceptive Capital Solutions CorpApr 16, 2024 to Jul 15, 20263
Timeline
- Aug 13, 20268-K Completed an acquisition or sale25
- Jul 27, 20268-K Regulation FD disclosure; Other events26
- Jul 24, 20268-K Entered a material agreement; Completed an acquisition or sale; Unregistered sale of shares27
- Jul 15, 20268-K Shareholder vote28
- Jul 9, 20268-K Other events29
- Jun 18, 20268-K Regulation FD disclosure30
- Jun 10, 20268-K Bylaws or fiscal year changed; Shareholder vote31
- Dec 5, 20258-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure32
- Aug 8, 20248-K Other events33
- Jun 20, 20248-K Other events34
- Jun 13, 20248-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed35
- Jun 11, 2024New chief executive Adam Leo Stone becomes CEO10
Calendar
Coming up
- Nov 10, 2026 · After the closeReports results for the quarter ending Sep/202636
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
132 filings to the SEC since October 2021: 2 annual reports, 7 quarterly reports, 11 major events, 31 insider forms, 30 large holders, 51 other. The latest 20:
- Sep 23, 2026S-8 EDGAR
- Sep 4, 20264 EDGAR
- Sep 1, 2026SCHEDULE 13G EDGAR
- Aug 27, 2026EFFECT EDGAR
- Aug 27, 2026424B3 EDGAR
- Aug 18, 2026S-1 EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026SCHEDULE 13G EDGAR
- Aug 13, 20268-K/A EDGAR
- Aug 12, 2026SCHEDULE 13G/A EDGAR
- Aug 12, 2026SCHEDULE 13G/A EDGAR
- Aug 5, 2026SCHEDULE 13G/A EDGAR
- Jul 29, 2026EFFECT EDGAR
- Jul 29, 20264 EDGAR
- Jul 28, 2026POS AM EDGAR
- Jul 27, 2026SCHEDULE 13G EDGAR
- Jul 27, 20263 EDGAR
- Jul 27, 20263 EDGAR
- Jul 27, 20263 EDGAR
- Jul 27, 20263 EDGAR
The 132 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- ROCHE HOLDINGS INCSCHEDULE 13G, 1 filing Sep 1, 202637
- ADAR1 Capital Management, LLCSCHEDULE 13G/A, 3 filings Nov 14, 2024 to Aug 14, 202638
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSCHEDULE 13G, 1 filing Aug 14, 202639
- (luxemburg) S.a. IpconceptSCHEDULE 13G/A, 2 filings Feb 11, 2026 to Aug 12, 202640
- 683 Capital Management, LLCSCHEDULE 13G/A, 3 filings Jun 24, 2024 to Aug 12, 202641
- BIT Capital GmbHSCHEDULE 13G/A, 2 filings Feb 11, 2026 to Aug 5, 202642
- AH Bio Fund I, L.P.SCHEDULE 13G, 1 filing Jul 27, 202643
- PERCEPTIVE ADVISORS LLCSCHEDULE 13G, 1 filing Jul 23, 202644
- RA CAPITAL MANAGEMENT, L.P.SCHEDULE 13D/A, 3 filings Jun 24, 2024 to Jul 22, 202645
- Point72 Asset Management, L.P.SCHEDULE 13G, 1 filing Jul 8, 202646
- One Fin Capital Management LPSCHEDULE 13G/A, 2 filings Jan 13, 2026 to May 15, 202647
- Chun R. DingSCHEDULE 13G/A, 2 filings Jan 13, 2026 to May 13, 202648
- Aberdeen Group plcSCHEDULE 13G, 1 filing Apr 28, 202649
- Commodore Capital LPSCHEDULE 13G/A, 2 filings Jun 21, 2024 to Feb 17, 202650
- Holocene Advisors, LPSCHEDULE 13G, 1 filing Feb 17, 202651
- Venrock Healthcare Capital Partners III, L.P.SCHEDULE 13G/A, 2 filings Jun 24, 2024 to Feb 17, 202652
- RTW INVESTMENTS, LPSC 13G, 1 filing Nov 14, 202453
- Perceptive Capital Solutions HoldingsSC 13G, 1 filing Nov 8, 202454
SEC filer profile
How Freenome, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARFreenome, Inc.1
- CIK0002017526
- Employer ID (EIN)98-17835954
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)8071 Services-Medical Laboratories1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business addressGenesis Marina, 3300 Marina Blvd, Brisbane, CA 940051
- Phone212-284-23001
- Shares outstanding8,911,250 shares as of Mar 10, 20264
- Public float$91.6M as of Jun 30, 20254
- AuditorWithumSmith+Brown, PC, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceApr 16, 20241
- Filings132 in all: 3 (19), 425 (13), 4 (12), SCHEDULE 13G (11), SCHEDULE 13G/A (10), 8-K (9), CORRESP (8), 10-Q (7)1
All 30 form types
SC 13G (7), EFFECT (4), S-4/A (3), 10-K (2), 424B3 (2), 424B4 (2), 8-A12B (2), 8-K/A (2), CERT (2), DRS (2), POS AM (2), S-1 (2), UPLOAD (2), 25-NSE (1), DEF 14A (1), DRS/A (1), PRE 14A (1), S-1/A (1), S-4 (1), S-8 (1), SCHEDULE 13D (1), SCHEDULE 13D/A (1)
- Latest filingsAnnual report (10-K) Mar 12, 2026
Quarterly report (10-Q) Jul 15, 2026
Proxy statement (DEF 14A) May 14, 2026
Latest 8-K (8-K) Jul 27, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Class A Ordinary Shares, par value $0.0001 per share | PCSC | Nasdaq |
From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Freenome, Inc. names in Item 1A of its 10-K filed Mar 12, 2026: 78 risks under these headings, as written.4
- Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination
- The Proposed Freenome Business Combination may not be completed on the terms or timeline currently contemplated, or at all.
- During the pendency of the Business Combination Agreement, we may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Business Combination Agreement, which could adversely affect its business.
- We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
- Past performance by our management team or their affiliates, including Perceptive Advisors, ARYA Sciences Acquisition Corp., ARYA Sciences Acquisition Corp II, ARYA Sciences Acquisition Corp III and ARYA Sciences Acquisition Corp IV, or their respective business combination targets, may not be indicative of future performance of an investment in us.
- Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, including the Proposed Freenome Business Combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
- Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
- If we seek shareholder approval of our initial business combination, including the Proposed Freenome Business Combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, including the Proposed Freenome Business Combination, regardless of how our public shareholders vote.
- You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.
- Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
The other 66 risks
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
- The requirement that we consummate an initial business combination within 24 months after the closing of our Initial Public Offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
- We may engage our underwriter or any of its affiliates to provide additional services to us, which may include acting as M&A advisors in connection with an initial business combination or as placement agents in connection with a related financing transaction. These financial incentives may cause our underwriter to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination.
- If the Proposed Freenome Business Combination is not consummated, we may not be able to consummate an initial business combination within 24 months after the closing of our Initial Public Offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.
- We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares.
- Delays in the government budget process or a government shutdown may materially adversely affect our ability to complete our initial business combination, including the Proposed Freenome Business Combination, or the operations of the post-closing company following the business combination
- If we seek shareholder approval of our initial business combination, our Initial Shareholders, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.
- If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
- If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our public shares sold in our Initial Public Offering, you will lose the ability to redeem all such shares in excess of 15% of our public shares.
- Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account.
- If the net proceeds of our Initial Public Offering and the sale of the Private Placement shares not being held in the Trust Account and funds from our permitted withdrawals are insufficient to allow us to operate for the 24 months following the closing of our Initial Public Offering, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
- We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.
- We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments. We may seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
- Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.
- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share (which was the offering price in the Initial Public Offering).
- Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.
- If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, we and the members of our board of directors may be exposed to claims of punitive damages.
- If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- Holders of Class A ordinary shares are not entitled to vote on any appointment of directors we hold prior to the completion of our initial business combination and will also not be able to vote on our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.
- You may be unable to ascertain the merits or risks of any particular target business’s operations.
- Although we have identified general criteria that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria.
- We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
- Our shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
- We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs.
- Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, on the liquidation of our Trust Account.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us.
- We may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- We may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the Private Placement Shares, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our initial business combination with a private company about which little information is available, such as Freenome, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public shareholders may receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, or less in certain circumstances, on the liquidation of our Trust Account.
- Our shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
- Because we intend to seek a business combination with a target business in the healthcare industry, we expect our future operations to be subject to risks associated with this industry.
- If we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our Trust Account.
- A business combination may be delayed or ultimately prohibited since such initial business combination may be subject to regulatory review and approval, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).
- Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent and ongoing military action between Russia and Ukraine.
- Macro-economic turbulence and instability relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results of operations and our ability to successfully consummate a business combination.
- Risks Relating to our Securities
- The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.
- Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
- Our amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.
- The grant of registration rights to our shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
- Risks Relating to our Sponsor and Management Team
- We are dependent upon our executive officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our ability to operate.
- Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel or the hiring of ineffective personnel after our initial business combination could negatively impact the operations and profitability of our post-combination business.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
- Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Certain of our officers and directors have or will have direct and indirect economic interests in us and/or our sponsor after the consummation of our Initial Public Offering and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to recommend a potential business combination to our public shareholders.
- Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or shareholders which may raise potential conflicts of interest.
- Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
- Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our Initial Public Offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- We may not have sufficient funds to satisfy indemnification claims of our sponsor, Perceptive Advisors, directors and officers.
- Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons are now, have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense or prosecution of these matters could be time-consuming and could divert our management’s attention, and may have an adverse effect on us, which may impede our ability to consummate an initial business combination.
- Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.
- Our letter agreement with our sponsor, officers, directors and advisors may be amended without shareholder approval.
Legal proceedings
LEGAL PROCEEDINGS
To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARFreenome, Inc. filings on SEC EDGAR
- 2
- 3SEC EDGARFreenome, Inc. filings on SEC EDGAR
- 4
- 5SEC EDGARFreenome, Inc. 10-K for fiscal 2025
- 6SEC EDGARFreenome, Inc. 10-Q for fiscal 2025
- 7SEC EDGARFreenome, Inc. 10-Q for fiscal 2025
- 8SEC EDGARFreenome, Inc. 10-Q for fiscal 2026
- 9SEC EDGARFreenome, Inc. 10-Q for fiscal 2025
- 10
- 11SEC EDGARLinh H. Le, Chief financial officer
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- 15SEC EDGARPeter Kolchinsky, Board member
- 16SEC EDGARAnn Catherine Costello, Board member
- 17SEC EDGARCarole Nuechterlein, Board member
- 18SEC EDGARDeepika Pakianathan, Board member
- 19SEC EDGAROort Douglas M. Van, Board member
- 20SEC EDGARRandal W. Scott, Board member
- 21SEC EDGARHarlan Waksal, Board member
- 22SEC EDGARJoseph Edelman, Board member
- 23SEC EDGARKenneth Song, Board member
- 24SEC EDGARMark C. McKenna, Board member
- 25SEC EDGARCompleted an acquisition or sale
- 26
- 27
- 28SEC EDGARShareholder vote
- 29SEC EDGAROther events
- 30SEC EDGARRegulation FD disclosure
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- 32
- 33SEC EDGAROther events
- 34SEC EDGAROther events
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- 36NasdaqNasdaq calendar
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