DEF 14A of Freenome, Inc., May 14, 2026

DEF 14A of Freenome, Inc.

Filed May 14, 20260001140361-26-021304

Open on EDGAR

  1. Interests of the Sponsor and PCSC’s Directors and Officers

    Interests of the Sponsor and PCSC’s Directors and Officers When you consider the recommendation of the Board, PCSC shareholders should be aware that aside from their interests as shareholders, our Initial Shareholders, certain members of the Board and officers have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to PCSC shareholders that they approve the Extension Amendment Proposal. PCSC shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:

  2. Interests of the Sponsor and PCSC’s Directors and Officers

    | • | the fact that the Initial Shareholders, including the Sponsor and certain of PCSC’s officers and directors (including those that are members of the Sponsor), have invested in PCSC an aggregate of $2,887,500, comprised of the $25,000 purchase price for 2,156,250 Class B Ordinary Shares and the $2,862,500 purchase price for 286,250 Private Placement Shares. Subsequent to the initial purchase of the Class B Ordinary Shares by the Sponsor, the Sponsor transferred 30,000 Class B Ordinary Shares to each of our three independent directors. Assuming a trading price of $11.17 per Class A Ordinary Share (based upon the closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on May 1, 2026), the 2,156,250 Class B Ordinary Shares and 286,250 Private Placement Shares held by the Sponsor would have an implied aggregate market value of $27,282,725. As a result, if a Business Combination is completed, the Initial Shareholders are likely to be able to make a substantial profit on their investment in PCSC at a time when the Class A Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and PCSC liquidates without completing a Business Combination before June 13, 2027, the Initial Shareholders will lose their entire investment in PCSC; |

  3. Interests of the Sponsor and PCSC’s Directors and Officers

    | • | the fact that the Initial Shareholders have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a Business Combination or the Extension Amendment Proposal; |

  4. Interests of the Sponsor and PCSC’s Directors and Officers

    | • | the fact that the Initial Shareholders and PCSC’s other current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Ordinary Shares (other than Public Shares) held by them if the Extension Amendment Proposal is not approved and PCSC fails to complete a Business Combination by June 13, 2027; |

  5. Interests of the Sponsor and PCSC’s Directors and Officers

    | • | the indemnification of PCSC’s existing directors and officers and the liability insurance maintained by PCSC; |

  6. Interests of the Sponsor and PCSC’s Directors and Officers

    | • | the fact that the Sponsor and PCSC’s officers and directors will lose their entire investment in PCSC and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if the Extension Amendment Proposal is not approved and a Business Combination is not consummated by June 13, 2027. Pursuant to the administrative services agreement between PCSC and the Sponsor that was executed in connection with the Initial Public Offering, as of the date of this proxy statement, PCSC owes the Sponsor $30,000 in administrative services fees; and |

  7. Interests of the Sponsor and PCSC’s Directors and Officers

    | • | the fact that if the Trust Account is liquidated, including in the event PCSC is unable to complete an initial business combination within the required time period, Sponsor has agreed to indemnify PCSC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per PCSC public share, or such lesser per public share amount as is in the Trust Account on the Termination Date, by the claims of prospective target businesses with which PCSC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to PCSC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account. |