Honour Scott Form 4 Spectaire / Scott Honour ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Perception Capital Partners II LLC

(Last) (First) (Middle)

C/O PERCEPTION CAPITAL PARTNERS II LLC

3109 W 50TH ST., #207

(Street)

MINNEAPOLIS MN 55410

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Spectaire Holdings Inc. [ SPEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/19/2023		J(1)		585,000	D	(1)	5,075,000	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Placement Warrants	(3)	10/19/2023		J(3)		10,050,000		(3)	10/19/2028	Common Stock	10,050,000	(3)	10,050,000	D(2)

1. Name and Address of Reporting Person^*

Perception Capital Partners II LLC

(Last) (First) (Middle)

C/O PERCEPTION CAPITAL PARTNERS II LLC

3109 W 50TH ST., #207

(Street)

MINNEAPOLIS MN 55410

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Perception Capital Partners LLC

(Last) (First) (Middle)

C/O PERCEPTION CAPITAL PARTNERS II LLC

3109 W 50TH ST., #207

(Street)

MINNEAPOLIS MN 55410

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Northern Pacific Group, L.P.

(Last) (First) (Middle)

C/O PERCEPTION CAPITAL PARTNERS II LLC

3109 W 50TH ST., #207

(Street)

MINNEAPOLIS MN 55410

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Honour Scott

(Last) (First) (Middle)

C/O PERCEPTION CAPITAL PARTNERS II LLC

3109 W 50TH ST., #207

(Street)

MINNEAPOLIS MN 55410

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Haymaker Marcy

(Last) (First) (Middle)

C/O PERCEPTION CAPITAL PARTNERS II LLC

3109 W 50TH ST., #207

(Street)

MINNEAPOLIS MN 55410

(City) (State) (Zip)

Explanation of Responses:

1. To facilitate fundraising efforts of the Issuer (f/k/a Perception Capital Corp. II) in connection with the Issuer's proposed initial business combination, Perception Capital Partners II LLC ("Sponsor") agreed to forfeit for cancellation certain shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") upon the closing of the Issuer's initial business combination on October 19, 2023 (the "Closing"), pursuant to a letter agreement, dated October 4, 2023, between Sponsor and the Issuer.

2. Sponsor is managed by Perception Capital Partners LLC, which is controlled by Northern Pacific Group, L.P. Scott Honour and Marcy Haymaker control Northern Pacific Group, L.P. As a result, Scott Honour and Marcy Haymaker may be deemed to beneficially own shares held by Sponsor by virtue of their indirect shared control over Sponsor.

3. Represents warrants of the Issuer ("Private Placement Warrants") purchased by Sponsor in a private placement in connection with the Issuer's initial public offering. Each Private Placement Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised commencing thirty days following the Closing and expire on October 19, 2028.

Remarks:

	/s/ See Signatures Included in Exhibit 99.1	10/23/2023
	/s/ See Signatures Included in Exhibit 99.1	10/23/2023
	/s/ See Signatures Included in Exhibit 99.1	10/23/2023
	/s/ See Signatures Included in Exhibit 99.1	10/23/2023
	/s/ See Signatures Included in Exhibit 99.1	10/23/2023
	** Signature of Reporting Person	Date
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