As previously announced, on January 16, 2023, Perception Capital Corp. II (the “Company” or “PCCT”) entered into an Agreement and Plan of Merger with Perception Spectaire Merger Sub Corp. (“Merger Sub”) and Spectaire Inc. (“Spectaire”), which provides for, among other things, the merger of Merger Sub with and into Spectaire (the “Business Combination”), with Spectaire surviving the Merger as a direct wholly-owned subsidiary of the Company (after its domestication as a corporation incorporated in the State of Delaware), which will be renamed “Spectaire Holdings Inc.” in connection with the closing of the Business Combination. In connection with the Business Combination, an extraordinary general meeting of shareholders of PCCT will be held at 10:00 a.m. Eastern Time, on October 13, 2023, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Avenue, Palo Alto, CA 94301, or at such other time on such other date and at such other place to which the meeting may be postponed or adjourned, or virtually via live webcast at https://www.cstproxy.com/perceptionii/sm2023 (the “Special Meeting”).
In connection with the Special Meeting, holders of Class A ordinary shares, par value $0.0001 per share, of PCCT (the “Class A Ordinary Shares”) have the right to elect to redeem all or a portion of their Class A Ordinary Shares for a per share price calculated in accordance with Amended and Restated Certificate of Incorporation of PCCT. As of October 11, 2023, holders of approximately 98.5% or 2,049,498 Class A Ordinary Shares had validly elected to redeem their Class A Ordinary Shares for a pro rata portion of the trust account holding the proceeds from PCCT’s initial public offering and the sale of private placement warrants. Based upon the amount held in the trust account as of October 11, 2023, which was $23,287,757.03, the Company estimates that the per-share price at which Class A Ordinary Shares will be redeemed will be approximately $11.18.
Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws. As previously disclosed, PCCT entered into an Agreement and Plan of Merger (the “Merger Agreement” and the transactions contemplated thereby, the “Business Combination”) by and between PCCT, Perception Spectaire Merger Sub Corp., a Delaware corporation and direct wholly-owned subsidiary of PCCT, and Spectaire Inc., a Delaware corporation (“Spectaire”). Forward-looking statements may include, but are not limited to, statements about the PCCT’s and Spectaire’s ability to close the Business Combination, including PCCT and Spectaire being able to receive all required third-party and shareholder approvals for the Business Combination; the anticipated benefits of the Business Combination, including the potential amount of cash that may be available to the combined company upon consummation of the Business Combination and the use of the net proceeds following the redemptions by PCCT public shareholders; the anticipated timing of the Business Combination; Spectaire’s expectation that its common shares will be accepted for listing on the Nasdaq Stock Market following the closing of the Business Combination; the financial and business performance of Spectaire; Spectaire’s anticipated results from operations in future periods; the products and services offered by Spectaire and the markets in which it operates; the impact of health epidemics, including the COVID-19 pandemic, on Spectaire’s business and the actions Spectaire may take in response thereto. In addition, any statements that refer to projections (including EBITDA and cash flow), forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the management of PCCT and Spectaire, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations, and assumptions relating to: the future price of metals; the stability of the financial and capital markets; PCCT and Spectaire being able to receive all required third-party and shareholder approvals for the Business Combination; the amount of redemptions by PCCT public shareholders; and other current estimates and assumptions regarding the Business Combination and its benefits. Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made by PCCT with the SEC and the following: the amount of any redemptions by existing holders of PCCT Class A ordinary shares being greater than expected, which may reduce the cash in trust available to Spectaire upon the consummation of the Business Combination; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and/or payment of the termination fees; the outcome of any legal proceedings that may be instituted against Spectaire or PCCT following announcement of the Business Combination; the inability to complete the Business Combination due to, among other things, the failure to obtain PCCT shareholder approval; the risk that the announcement and consummation of the Business Combination disrupts Spectaire’s current plans; the ability to recognize the anticipated benefits of the Business Combination; unexpected costs related to the Business Combination; the risks that the consummation of the Business Combination is substantially delayed or does not occur, including prior to the date on which PCCT is required to liquidate under the terms of its charter documents; Spectaire’s ability to operate as a going concern; Spectaire’s requirement of significant additional capital; Spectaire’s limited operating history; Spectaire’s history of losses; Spectaire’s ability to attract qualified management; Spectaire’s ability to adapt to rapid and significant technological change and respond to introductions of new products in order to remain competitive; Spectaire receives a significant portion of its revenues from a small number of customers and the loss of, or nonperformance by, one or more significant customers could adversely affect Spectaire’s business; Spectaire relies heavily on manufacturing operations to produce the products and the business could be adversely affected by disruptions of the manufacturing operation; Spectaire’s future growth depends on a single product; changes in governmental regulations may reduce demand for Spectaire’s products or increase Spectaire’s expenses; the effects of the COVID-19 pandemic or other global health crises on Spectaire’s business plans,
