Freenome, Inc. (FRNM) sponsor converts 2,066,250 shares in business combination
Rhea-AI Filing Summary
Freenome, Inc. reported that Perceptive Capital Solutions Holdings (the Sponsor) converted 2,066,250 Class B Ordinary Shares into the same number of shares of Common Stock on July 20, 2026 in connection with the closing of its business combination with Freenome Holdings, Inc.
The securities are held indirectly by the Sponsor, whose board, including Adam Stone and Michael Altman, has voting and investment discretion, resulting in 2,352,500 shares of Common Stock held indirectly after the conversion.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 2,066,250 shares
Net Buy
2 txns
Insider
Stone Adam Leo
Role
Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Ordinary Shares F1, F2 | 2,066,250 | -- | -- |
| Conversion | Common Stock F1, F2 | 2,066,250 | -- | -- |
Holdings After Transaction:
Class B Ordinary Shares — 0 shares (Indirect, By Perceptive Capital Solutions Holdings);
Common Stock — 2,352,500 shares (Indirect, By Perceptive Capital Solutions Holdings)
Footnotes (2)
- F1. Pursuant to the Business Combination Agreement, dated December 5, 2025 and amended on July 20, 2026 by and among the Issuer, Freenome Holdings, Inc. ("Old Freenome"), StarNet Merger Sub I, Corp., a wholly-owned subsidiary of the Issuer and StarNet Merger Sub II, LLC, a wholly owned subsidiary of the Issuer (the "BCA"), on July 20, 2026 (the "Closing Date"), the Issuer consummated its business combination with Old Freenome (the "Business Combination"). In connection with the closing of Business Combination, the Issuer's Class B Ordinary Shares converted into Class A Ordinary Shares on a one-to-one basis and subsequently converted into shares of Common Stock on a one-to-one basis.
- F2. The securities reported herein are held by Perceptive Capital Solutions Holdings (the "Sponsor"). The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor.
Key Figures
Class B shares converted: 2,066,250 shares
Common Stock acquired via conversion: 2,066,250 shares
Indirect Common Stock holdings after transaction: 2,352,500 shares
3 metrics
Class B shares converted
2,066,250 shares
Class B Ordinary Shares converted into Common Stock on July 20, 2026
Common Stock acquired via conversion
2,066,250 shares
Common Stock received from derivative conversion reported on July 20, 2026
Indirect Common Stock holdings after transaction
2,352,500 shares
Common Stock indirectly held by Perceptive Capital Solutions Holdings after conversion
Key Terms
Business Combination Agreement, Class B Ordinary Shares, beneficial ownership, voting and investment discretion
4 terms
Business Combination Agreement regulatory
"Pursuant to the Business Combination Agreement, dated December 5, 2025"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
beneficial ownership financial
"may be deemed to have shared beneficial ownership of the securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
voting and investment discretion financial
"have voting and investment discretion with respect to the securities"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did PCSC/Freenome report for Adam Stone?
Adam Stone, through Perceptive Capital Solutions Holdings, reported converting 2,066,250 Class B Ordinary Shares into the same number of Freenome common shares. The conversion occurred on July 20, 2026 as part of the closing of a business combination with Freenome Holdings, Inc.
Were the PCSC/Freenome transactions made under a Rule 10b5-1 plan?
The Rule 10b5-1 checkbox was not marked, so these transactions were not affirmatively identified as being made under a Rule 10b5-1 trading plan. The filing does not describe them as occurring pursuant to any pre-arranged trading arrangement.
Is there any change in economic ownership in the PCSC/Freenome filing?
The filing shows a conversion of 2,066,250 Class B Ordinary Shares into an equal number of common shares, with 2,352,500 common shares indirectly held afterward. The entries reflect structural share changes tied to the business combination, rather than open-market purchases or sales.