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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Perception Capital Corp II - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2025 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissio |
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| December 13, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissio |
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| November 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissi |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissio |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissio |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissio |
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| August 20, 2024 |
Exhibit 10.3 Execution Version AMENDMENT NO. 2 This AMENDMENT NO. 2 (this “Amendment”) is entered into as June , 2024 and effective as of May 31, 2024, by and among Arosa Multi-Strategy Fund LP, a Cayman Islands exempted limited partnership (“Lender”), Spectaire Inc., a Delaware corporation (“Borrower”), and the other Loan Parties party hereto. WHEREAS, Borrower and Lender are parties to that cert |
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| August 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 SPECTAIRE HOLDINGS I |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For |
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| August 6, 2024 |
Exhibit 99.1 Spectaire Completes First Ever Carbon Credit Transaction Sourced from Measured1 Diesel Engine Emissions and Takes Carbon Credit Trading Platform AireCoreX Live; Announces NASDAQ Hearing Results Targeting 10M+ diesel engines with emission mitigation technology Spectaire’s AireCore technology and Newly Launched AireCoreX trading platform can enable the creation of 100+ carbon credits pe |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission |
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| July 26, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission F |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 27, 2024 |
Spectaire Holdings Inc. 10,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-280073 PROSPECTUS Spectaire Holdings Inc. 10,000,000 Shares of Common Stock This prospectus relates to the resale of up to 10,000,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), of Spectaire Holdings Inc. (the “Company”), by YA II PN, LTD, (“Yorkville” or the “Selling Stockholder”). The shares of Common Stock t |
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| June 24, 2024 |
June 24, 2024 VIA EDGAR Michael Purcell U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Acceleration Request for Spectaire Holdings Inc. Registration Statement on Form S-1, as amended by Amendment No. 1 (Filed June 21, 2024) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and |
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| June 21, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction (Commission File Number) (I.R.S |
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| June 21, 2024 |
As filed with the Securities and Exchange Commission on June 21, 2024 As filed with the Securities and Exchange Commission on June 21, 2024 Registration No. |
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| June 21, 2024 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF SPECTAIRE HOLDINGS INC. Entity Name Jurisdiction of Incorporation Spectaire Inc. Delaware microMS, Inc. Delaware Spectaire Canada Inc. Ontario |
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| June 20, 2024 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission F |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 13, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 10, 2024 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF SPECTAIRE HOLDINGS INC. Entity Name Jurisdiction of Incorporation Spectaire Inc. Delaware microMS, Inc. Delaware Spectaire Canada Inc. Ontario |
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| June 10, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) SPECTAIRE HOLDINGS INC. |
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| June 10, 2024 |
As filed with the Securities and Exchange Commission on June 7, 2024 As filed with the Securities and Exchange Commission on June 7, 2024 Registration No. |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 21, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of May 17, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SPECTAIRE HOLDINGS INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually |
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| May 21, 2024 |
Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 17, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SPECTAIRE HOLDINGS INC., a company incorporated under the laws of the state of Delaware (the “Company”). The Investor and the Company may be referred to herein indiv |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2024 Spectaire Holdings INC. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 SPECTAIRE HOLDINGS |
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| May 8, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40976 (Commission File Number) 9 |
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| March 29, 2024 |
Exhibit 10.19 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”), effective as of October 30, 2023 (the “Effective Date”), is made by and between Polar Multi-Strategy Master Fund (the “Investor”), and Spectaire Holdings Inc. (f/k/a Perception Capital Corp. II.), a Delaware corporation (the “Company”), and amends and restates the subscrip |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40976 Spectaire Holdi |
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| March 29, 2024 |
Exhibit 10.20 JOINT VENTURE FORMATION AGREEMENT This JOINT VENTURE FORMATION AGREEMENT (this “Agreement”), dated as of December 22, 2023 is entered into between: (A) Spectaire Europe GmbH, a German limited liability company with its principal place of business at Indik 2, 26388 Wilhelmshaven, Germany, registered with the commercial register of the local court of Oldenburg, Germany, under HRB 22016 |
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| March 29, 2024 |
Exhibit 10.18 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of October 26, 2023 (this “Amendment”), is entered into by and between Polar Multi- Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Spectaire Holdings Inc. (f/k/a Perception Capital Corp. II.), a Delaware corporation (“Spectaire”). Capitalized term |
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| March 29, 2024 |
Exhibit 97.1 SPECTAIRE HOLDINGS INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Spectaire Holdings Inc., a Delaware corporation (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (this “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission |
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| March 21, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 21, 2024 |
Spectaire Closes $2.0 Million Equity Investment Exhibit 99.1 Spectaire Closes $2.0 Million Equity Investment [Watertown, MA] – March 18, 2024 – Spectaire Holdings Inc. (NASDAQ: SPEC) (“Spectaire”) has announced that it has closed a $2.0 million private placement with True Remainders Ltd. for the sale and issuance of (i) an aggregate of 1,538,461 shares of Spectaire common stock, and (ii) an accompanying warrant to purchase up to 1,538,461 share |
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| March 21, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 18, 2024, by and between Spectaire Holdings Inc., a Delaware Corporation (the “Issuer”), and the undersigned subscriber (the “Investor”). WHEREAS, Issuer and Investor desire to enter into this Subscription Agreement, pursuant to which, and subject to the terms and conditions set |
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| February 29, 2024 |
As filed with the Securities and Exchange Commission on February 29, 2024 As filed with the Securities and Exchange Commission on February 29, 2024 Registration No. |
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| February 28, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Spectaire Holdings Inc. |
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| February 28, 2024 |
Exhibit 99.4 SPECTAIRE INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Pursuant to the award summary tab (the “Grant Notice”) on the website to which this Restricted Stock Unit Agreement (this “Agreement”) is associated, Spectaire Inc., a Delaware corporation (the “Company”), has granted to the individual set forth in the Grant Notice (the “Participant”) that number of Restricted S |
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| February 28, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 28, 2024 |
Spectaire Holdings Inc. 2023 Incentive Award Plan. Exhibit 99.1 SPECTAIRE HOLDINGS INC. 2023 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Pla |
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| February 28, 2024 |
Spectaire Holdings Inc. 2022 Equity Incentive Plan. Exhibit 99.3 SPECTAIRE INC. 2022 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better aligning the interest |
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| February 28, 2024 |
Exhibit 99.2 SPECTAIRE HOLDINGS INC. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Spectaire Holdings Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Spectaire Holdings |
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| February 15, 2024 |
Spectaire Holdings Inc. 3,067,438 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-276179 PROSPECTUS Spectaire Holdings Inc. 3,067,438 Shares of Common Stock This prospectus relates to the potential offer and sale from time to time by Keystone Capital Partners, LLC, a Delaware limited liability company (“Keystone” or the “Selling Stockholder”) of up to 3,067,438 shares of common stock, par value $0.0001 per share (the “Common |
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| February 14, 2024 |
SC 13G/A 1 speca121424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Spectaire Holdings Inc. f/k/a PERCEPTION CAPITAL CORP. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 84753T109 (CUSIP Number) December 31, 2023 (Date of |
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| February 12, 2024 |
As filed with the Securities and Exchange Commission on February 12, 2024 As filed with the Securities and Exchange Commission on February 12, 2024 Registration No. |
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| February 12, 2024 |
February 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 9, 2024 |
US84753T1097 / SPECTAIRE HOLDINGS INC / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d711610dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Spectaire Holdings Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 84753T109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Ch |
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| February 1, 2024 |
As filed with the Securities and Exchange Commission on January 31, 2024 As filed with the Securities and Exchange Commission on January 31, 2024 Registration No. |
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| February 1, 2024 |
As filed with the Securities and Exchange Commission on January 31, 2024 As filed with the Securities and Exchange Commission on January 31, 2024 Registration No. |
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| January 31, 2024 |
January 31, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 19, 2024 |
SPECTAIRE ANNOUNCES THE COMPLETION OF THE FORWARD PURCHASE AGREEMENT WITH METEORA FUNDS Exhibit 99.1 SPECTAIRE ANNOUNCES THE COMPLETION OF THE FORWARD PURCHASE AGREEMENT WITH METEORA FUNDS WATERTOWN, Mass., Jan. 18, 2024 - Spectaire Holdings Inc. (NASDAQ: SPEC), a global leader in air quality monitoring and emissions reduction technology, today announced the completion of the Forward Purchase Agreement (“FPA”) entered into on January 14, 2022 between Perception Capital Corp. II (“PCC |
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| January 19, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissio |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2024 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commission |
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| December 21, 2023 |
Exhibit 10.18 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of October 26, 2023 (this “Amendment”), is entered into by and between Polar Multi- Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Spectaire Holdings Inc. (f/k/a Perception Capital Corp. II.), a Delaware corporation (“Spectaire”). Capitalized term |
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| December 21, 2023 |
As filed with the Securities and Exchange Commission on December 20, 2023 As filed with the Securities and Exchange Commission on December 20, 2023 Registration No. |
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| December 21, 2023 |
Exhibit 10.19 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”), effective as of October 30, 2023 (the “Effective Date”), is made by and between Polar Multi-Strategy Master Fund (the “Investor”), and Spectaire Holdings Inc. (f/k/a Perception Capital Corp. II.), a Delaware corporation (the “Company”), and amends and restates the subscrip |
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| December 21, 2023 |
Exhibit 10.18 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of October 26, 2023 (this “Amendment”), is entered into by and between Polar Multi- Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Spectaire Holdings Inc. (f/k/a Perception Capital Corp. II.), a Delaware corporation (“Spectaire”). Capitalized term |
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| December 21, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) SPECTAIRE HOLDINGS INC. |
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| December 21, 2023 |
Exhibit 10.19 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”), effective as of October 30, 2023 (the “Effective Date”), is made by and between Polar Multi-Strategy Master Fund (the “Investor”), and Spectaire Holdings Inc. (f/k/a Perception Capital Corp. II.), a Delaware corporation (the “Company”), and amends and restates the subscrip |
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| December 21, 2023 |
As filed with the Securities and Exchange Commission on December 20, 2023 As filed with the Securities and Exchange Commission on December 20, 2023 Registration No. |
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| December 21, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) SPECTAIRE HOLDINGS INC. |
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| December 19, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2023 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction (Commission File Number) (I |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2023 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction (Commission File Number) (I. |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2023 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissi |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-409 |
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| November 20, 2023 |
Exhibit 10.1 Execution Version COMMON STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 17, 2023 BY AND BETWEEN SPECTAIRE HOLDINGS, INC. AND KEYSTONE CAPITAL PARTNERS, LLC TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE OF COMMON STOCK 1 Section 1.1 Purchase and Sale of Stock 1 Section 1.2 Commencement Date; Settlement Dates 2 Section 1.3 Current Report; 2 Section 1.4 Registration Statement 2 ARTICLE II |
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| November 20, 2023 |
Exhibit 10.4 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of November 17, 2023 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iv) Meteora Strategic Capital, LLC (“MSC” |
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| November 20, 2023 |
Exhibit 10.2 Execution Version THIS CONVERTIBLE PROMISSORY NOTE (AS MAY BE AMENDED FROM TIME TO TIME, THE “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUI |
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| November 20, 2023 |
Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2023, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Spectaire Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction (Commission File Number) (I |
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| November 14, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”.) Introduction The following unaudited pro forma condensed combined financial information presents the combination o |
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| November 14, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2023 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incor |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 Spectaire Holdi |
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| November 14, 2023 |
Exhibit 99.2 SPECTAIRE INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2023 and 2022 SPECTAIRE INC. INDEX TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Pages Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 2 Condensed Consolidated Statements of Operations for the Three and Nine Months ended Sep |
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| November 14, 2023 |
SPECTAIRE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.3 SPECTAIRE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022, our audited financial statement |
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| November 13, 2023 |
SPECTAIRE AND SANKOFA LTD ANNOUNCE SALE OF $750,000 USD OF CARBON OFFSET CREDITS Exhibit 99.1 SPECTAIRE AND SANKOFA LTD ANNOUNCE SALE OF $750,000 USD OF CARBON OFFSET CREDITS WATERTOWN, Mass., Nov. 13, 2023 – Spectaire Holdings Inc. (NASDAQ: SPEC) (“Spectaire”), a provider of air quality monitoring and emissions reduction services, is pleased to announce the sale of 12,500 carbon offset credits for $750,000 USD with Sankofa LTD (“Sankofa”) acting as broker to the transaction. |
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| November 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissi |
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| October 30, 2023 |
SC 13D 1 sc13d.htm SCHEDULE13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Spectaire Holdings Inc. (f/k/a Perception Capital Corp. II) (Name of Issuer) Common Stock (Title of Class of Securities) 84753T 109 (CUSIP Number) Perception Capital Partners II LLC 3109 W 50th St., #207 Minneapolis, MN 5541 |
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| October 30, 2023 |
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Spectaire Holdings Inc., a Del |
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| October 27, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”.) Introduction The following unaudited pro forma condensed combined financial information presents the combination o |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2023 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction (Commission File Number) (I. |
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| October 27, 2023 |
Exhibit 16.1 October 25, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Spectaire Holdings Inc. (formerly known as Perception Capital Corp. II) under Item 4.01 of its Form 8-K dated October 25, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not |
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| October 27, 2023 |
Exhibit 10.5 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of October 19, 2023, is made and entered into by and among Spectaire Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Perception Capital Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and the Persons (as d |
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| October 27, 2023 |
Exhibit 10.13 INDEMNIFICATION And Advancement AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of October 19, 2023 by and between Spectaire Holdings Inc., a Delaware corporation (the “Company”), and , a [member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Comp |
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| October 27, 2023 |
Exhibit 10.4 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of October 19, 2023, is made and entered into by and among Spectaire Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Perception Capital Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and the Persons (as d |
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| October 27, 2023 |
Exhibit 10.3 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2023, is made and entered into by and among Spectaire Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Perception Capital Corp. II, a Cayman Islands exempted company prior to its domestication a |
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| October 27, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF SPECTAIRE HOLDINGS INC. Entity Name Jurisdiction of Incorporation Spectaire Inc. Delaware microMS, Inc. Delaware |
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| October 27, 2023 |
Exhibit 14.1 SPECTAIRE HOLDINGS INC. CODE OF ETHICS AND CONDUCT Adopted October 18, 2023 In accordance with the requirements of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market LLC (“Nasdaq”), the Board of Directors (the “Board”) of Spectaire Holdings Inc., a Delaware corporation (the “Company”), has adopted this Code of Ethics and Conduct (the “Code”) to encourage: ● |
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| October 27, 2023 |
Exhibit 10.2 Execution Version SPECTAIRE HOLDINGS INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: 001 Number of Shares of Common Stock: 2,194,453 Date of Issuance: October 19, 2023 (“Issuance Date”) Spectaire Holdings Inc., a Delaware corporation (which for the avoidance of doubt includes any Successor Entity, the “Company”), hereby certifies that, for good and valuable consideration, the recei |
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| October 19, 2023 |
Exhibit 10.3 Execution Version THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY |
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| October 19, 2023 |
Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF SPECTAIRE HOLDINGS INC. ARTICLE I NAME The name of the corporation is Spectaire Holdings Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808, and the name of its regis |
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| October 19, 2023 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of October 18, 2023 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iv) Meteora Strategic Capital, LLC (“MSC”) |
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| October 19, 2023 |
Exhibit 10.2 Execution Version Date: October 16, 2023 To: Perception Capital Corp. II, a Cayman Islands exempted company (“Perception” or “PCCT”) and Spectaire Inc., a private Delaware corporation (“Target”). Address: 315 Lake Street East, Suite 301 Wayzata, MN 55391 From: Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (the “Seller”) Re: OTC Equity Prepaid Forward Transaction |
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| October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2023 Spectaire Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40976 98-1578608 (State or other jurisdiction of incorporation) (Commissio |
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| October 19, 2023 |
Exhibit 1.1 Execution Version SECOND AMENDMENT TO UNDERWRITING AGREEMENT THIS SECOND AMENDMENT TO UNDERWRITING AGREEMENT (this “Amendment”) is made and entered into as of October 16, 2023 by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Jefferies LLC (“Jefferies”), and amends that certain underwriting agreement, dated as of October 27, 2021, amende |
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| October 19, 2023 |
Exhibit 10.4 Execution Version THIS SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR |
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| October 19, 2023 |
Exhibit 99.1 Spectaire Inc. and Perception Capital Corp. II Complete Business Combination Spectaire Holdings’ Common Stock and Warrants to List on the Nasdaq Under the Ticker Symbols “SPEC” and “SPECW”, Respectively, on October 20, 2023 WATERTOWN, Mass. & MINNEAPOLIS, Minn., Oct. 19, 2023 – Spectaire Inc. (“Spectaire” or “Company”), a provider of cutting-edge solutions for customers to monitor, tr |
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| October 19, 2023 |
Exhibit 1.2 Execution Version THIRD AMENDMENT TO UNDERWRITING AGREEMENT THIS THIRD AMENDMENT TO UNDERWRITING AGREEMENT (this “Amendment”) is made and entered into as of October 18, 2023 by and between Spectaire Holdings Inc. (formerly known as Perception Capital Corp. II), a Delaware corporation (the “Company”), and Jefferies LLC (“Jefferies”), and amends that certain Underwriting Agreement dated |
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| October 19, 2023 |
Exhibit 3.2 Execution Version Bylaws of Spectaire Holdings Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the Boa |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40976 98-1578608 (State or other jurisdiction of incorporation) |
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| October 13, 2023 |
Successful “Go-to-market” in Logistics/Trucking Showcasing Market Acceptance 5 Current logistics / trucking customers represent over 11,500 commercial vehicles Potential units amounts for pilot customer pipeline reflect estimates of vehicles in customer fleets provided to Spectaire by such customer. |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40976 98-1578608 (State or other jurisdiction of incorporation) |
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| October 12, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40976 98-1578608 (State or other jurisdiction of incorporati |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40976 98-1578608 (State or other jurisdiction of incorporation) |
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| October 12, 2023 |
Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 11, 2023, by and between Perception Capital Corp. II., a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Investor”). WHEREAS, Issuer is party to that certain Agreement and Plan of Merger, dated as of January 16, 2023 (as may b |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40976 98-1578608 (State or other jurisdiction of incorporation) |
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| October 12, 2023 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40976 98-1578608 (State or other jurisdiction of incorporation) |
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| October 12, 2023 |
Exhibit 99.1 Spectaire Inc. and Perception Capital Corp. II Secure $3.5 Million PIPE Commitment from Dr. Jörg Mosolf and Announce Order of AireCoreTM Units from German Logistics Operator Mosolf SE & Co. KG WATERTOWN, Mass. & WAYZATA, Minn., October 12, 2023 – Spectaire Inc. (“Spectaire” or “Company”), a provider of cutting-edge solutions for customers to monitor, track and meet emissions targets v |
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| October 10, 2023 |
Exhibit 10.2 Execution Version October 4, 2023 Perception Capital Corp. II 3109 W 50th St., #207 Minneapolis, MN, 55410 Re: Founder Share Forfeiture Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered in order to facilitate the fundraising efforts of Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), pursuant to which Perception Cap |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 4, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40976 98-1578608 (State or other jurisdiction of incorporation) ( |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 4, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40976 98-1578608 (State or other jurisdiction of incorporation) ( |
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| October 10, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of October 4, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), and Perception Capital Corp. II., a Cayman Islands exempted company (“SPAC”). Investor, and SPAC are referred to in this Agreement individually as a “Party” and |
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| October 5, 2023 |
Jefferies LLC Member SIPC The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. |
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| October 3, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| September 29, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-272880 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF PERCEPTION CAPITAL CORP. II (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 7,868,016 SHARES OF COMMON STOCK, 11,500,000 WARRANTS AND UP TO 11,500,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS OF PERCEPTION CAPITAL CORP. II (AFTER ITS DOMESTICATION |
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| September 27, 2023 |
PERCEPTION CAPITAL CORP. II 3109 W 50th St., #207 Minneapolis, MN 55410 PERCEPTION CAPITAL CORP. II 3109 W 50th St., #207 Minneapolis, MN 55410 September 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Nudrat Salik Al Pivot Jessica Ansart Jane Park RE: Perception Capital Corp. II (the “Company”) Registration Statement on Form S-4 Fi |
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| September 27, 2023 |
As filed with the Securities and Exchange Commission on September 27, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 27, 2023 Registration No. |
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| September 26, 2023 |
PERCEPTION CAPITAL CORP. II 3109 W 50th St., #207 Minneapolis, MN 55410 PERCEPTION CAPITAL CORP. II 3109 W 50th St., #207 Minneapolis, MN 55410 September 27, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Nudrat Salik Al Pavot Jessica Ansart Jane Park Re: Perception Capital Corp. II (the “Company”) Amendment No. 3 to Registratio |
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| September 15, 2023 |
As filed with the Securities and Exchange Commission on September 15, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 15, 2023 Registration No. |
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| September 15, 2023 |
Form of Proxy Card for Extraordinary General Meeting of PCCT. Exhibit 99.1 PERCEPTION CAPITAL CORP. II PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Rick Gaenzle, Scott Honour and Corey Campbell as proxy of the undersigned to attend the Special Meeting of Shareholders (the “Special Meeting”) of Perception Capital Corp.II (“PCCT” and, after the Domestication as described below, |
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| September 15, 2023 |
Calculation of Filing Fee Table. EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-4 (Form Type) Perception Capital Corp. |
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| September 15, 2023 |
PERCEPTION CAPITAL CORP. II 3109 W 50th St., #207 Minneapolis, MN 55410 PERCEPTION CAPITAL CORP. II 3109 W 50th St., #207 Minneapolis, MN 55410 September 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Nudrat Salik Al Pavot Jessica Ansart Jane Park Re: Perception Capital Corp. II (the “Company”) Amendment No. 2 to Registratio |
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| September 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Perception Capital Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7007D102 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| August 24, 2023 |
Form of Proxy Card for Extraordinary General Meeting of PCCT. Exhibit 99.1 PERCEPTION CAPITAL CORP. II PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Rick Gaenzle, Scott Honour and Corey Campbell as proxy of the undersigned to attend the Special Meeting of Shareholders (the “Special Meeting”) of Perception Capital Corp.II (“PCCT” and, after the Domestication as described below, |
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| August 24, 2023 |
As filed with the Securities and Exchange Commission on August 24 , 2023 Registration No. |
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| August 24, 2023 |
Consent of Patricia Sapinsley to be named as a director. Exhibit 99.4 CONSENT OF PATRICIA SAPINSLEY In connection with the filing by Perception Capital Corp. II of its Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dire |
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| August 24, 2023 |
PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 August 24, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Nudrat Salik Al Pavot Jessica Ansart Jane Park Re: Perception Capital Corp. II (the “Company”) Amendment No. 1 to Registra |
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| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 PERCEPTION CAPITAL C |
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| August 15, 2023 |
SEC File Number 001-40976 CUSIP Number G7007D102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 26, 2023 |
Form of Proxy Card for Extraordinary General Meeting of PCCT. EX-99.1 Exhibit 99.1 PERCEPTION CAPITAL CORP. II PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Rick Gaenzle, Scott Honour and Corey Campbell as proxy of the undersigned to attend the Special Meeting of Shareholders (the “Special Meeting”) of Perception Capital Corp.II (“PCCT” and, after the Domestication as described |
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| July 26, 2023 |
Form of Plan of Domestication. EXHIBIT 2.2 PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on [•], 2023 and sets forth the terms pursuant to which Perception Capital Corp. II, a Cayman Islands exempted company limited by shares (“PCCT”), shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and effect a domestication and |
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| July 26, 2023 |
Calculation of Filing Fee Table. EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-4 (Form Type) Perception Capital Corp. |
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| July 26, 2023 |
Form of Certificate of Corporate Domestication of Spectaire Holdings Inc. EX-4.4 Exhibit 4.4 CERTIFICATE OF CORPORATE DOMESTICATION OF PERCEPTION CAPITAL CORP. II Pursuant to Sections 103 and 388 of the General Corporation Law of the State of Delaware Perception Capital Corp. II, a Cayman Islands exempted company limited by its shares (the “Corporation”), does hereby certify to the following facts relating to the domestication of the Cayman Islands Corporation in the St |
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| July 26, 2023 |
As filed with the Securities and Exchange Commission on July 26, 2023 Registration No. |
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| July 26, 2023 |
PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 July 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Nudrat Salik Al Pavot Jordan Nimitz Jane Park Re: Perception Capital Corp. II (the “Company”) Registration Statement on Form |
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| July 26, 2023 |
EX-4.3 EXHIBIT 4.3 NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP SPECTAIRE HOLDINGS INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This certificate certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF SPECTAIRE HOLDINGS INC. (THE “COMPANY”) transferable on the books of the Company in person or by |
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| June 23, 2023 |
Consent of James Sheridan to be named as a director. EX-99.5 Exhibit 99.5 CONSENT OF JAMES SHERIDAN In connection with the filing by Perception Capital Corp. II of its Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of |
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| June 23, 2023 |
Form of Proxy Card for Extraordinary General Meeting of PCCT. EX-99.1 Exhibit 99.1 PERCEPTION CAPITAL CORP. II PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Rick Gaenzle, Scott Honour and Corey Campbell as proxy of the undersigned to attend the Special Meeting of Shareholders (the “Special Meeting”) of Perception Capital Corp.II (“PCCT” and, after the Domestication as described |
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| June 23, 2023 |
Consent of Frank Baldesarra to be named as a director. EX-99.3 Exhibit 99.3 CONSENT OF FRANK BALDESARRA In connection with the filing by Perception Capital Corp. II of its Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board o |
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| June 23, 2023 |
Calculation of Filing Fee Table. EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-4 (Form Type) Perception Capital Corp. |
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| June 23, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on June 23, 2023 Registration No. |
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| June 23, 2023 |
Consent of Jörg Mosolf to be named as a director. Exhibit 99.2 CONSENT OF JÖRG MOSOLF In connection with the filing by Perception Capital Corp. II of its Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| June 23, 2023 |
PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 June 23, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Nudrat Salik Al Pavot Jordan Nimitz Jane Park Re: Perception Capital Corp. II (the “Company”) Amendment No. 2 to Preliminary |
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| June 23, 2023 |
Consent of Brian Semkiw to be named as a director. EX-99.7 Exhibit 99.7 CONSENT OF BRIAN SEMKIW In connection with the filing by Perception Capital Corp. II of its Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of di |
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| June 23, 2023 |
Consent of Brian Hemond to be named as a director EX-99.8 Exhibit 99.8 CONSENT OF BRIAN HEMOND In connection with the filing by Perception Capital Corp. II of its Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of di |
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| June 23, 2023 |
Consent of Tao Tan to be named as a director. EX-99.6 Exhibit 99.6 CONSENT OF TAO TAN In connection with the filing by Perception Capital Corp. II of its Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo |
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| June 23, 2023 |
List of Subsidiaries of Registrant. EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES OF PERCEPTION CAPITAL CORP. II Entity Name Jurisdiction of Incorporation Perception Spectaire Merger Sub Corp. Delaware |
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| May 26, 2023 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 26, 2023 |
PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 May 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Nudrat Salik Al Pavot Jordan Nimitz Celeste Murphy Re: Perception Capital Corp. II (the “Company”) Amendment No. 1 to Prelimi |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 PERCEPTION CAPITAL |
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| May 23, 2023 |
Notice of Amendment to Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Perception Capital Corp. II (ROC # 370545) (the "Company") TAKE NOTICE that at an extraordinary general meeting of the shareholders of the Company held on 27 April 2023, the following special resolutions were passed: Proposal No. 1 "RESOLVED, as a special resolution THAT, effective immed |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40976 NOTIFICATION OF LATE FILING CUSIP Number GD7007D102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CRS For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission File |
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| May 9, 2023 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 9, 2023 |
PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 May 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Nudrat Salik Al Pavot Re: Perception Capital Corp. II Form 10-K for the Year Ended December 31, 2022 File No. 001-40976 Dear M |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40976 |
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| May 9, 2023 |
PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 PERCEPTION CAPITAL CORP. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 May 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Nudrat Salik Al Pavot Jordan Nimitz Celeste Murphy Re: Perception Capital Corp. II (the “Company”) Preliminary Proxy Statement |
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| May 2, 2023 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EX-99 2 p23-1391exhibit99.htm JOINT ACQUISITION STATEMENT EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of |
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| May 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perception Capital Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7007D102 (CUSIP Number) April 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| April 27, 2023 |
EX-3.1 2 pcct-ex316.htm EX-3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Perception Capital Corp. II (ROC # 370545) (the "Company") TAKE NOTICE that at an extraordinary general meeting of the shareholders of the Company held on 27 April 2023, the following special resolutions were passed: Proposal No. 1 "RESOLVED, as a special r |
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| April 27, 2023 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission F |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission F |
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| April 12, 2023 |
Exhibit 10.1 THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definitive Proxy Statemen |
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| April 7, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission Fi |
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| March 29, 2023 |
EX-FILING FEES 2 d451882dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Table 1 – Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be Paid $131,875,000.00(1)(2) 0.0001102 $14,532.63(3) Fees Previously Paid — — Total Transaction Valuation $131,875,000.00 Total Fees Due for Filing $14,532.63 Total Fees Previousl |
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| March 29, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 28, 2023 |
Amendment to the Underwriting Agreement, dated March 23, 2023, by and between PCCT and Jefferies Exhibit 1.1 Execution Version FIRST AMENDMENT TO UNDERWRITING AGREEMENT THIS FIRST AMENDMENT TO UNDERWRITING AGREEMENT (this “Amendment”) is made and entered into as of March 23, 2023 by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Jefferies LLC (“Jefferies”), and amends that certain underwriting agreement, dated as of October 27, 2021 (the “Under |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission F |
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| March 28, 2023 |
Amendment to the Underwriting Agreement, dated March 23, 2023, by and between PCCT and Jefferies. Exhibit 1.1 Execution Version FIRST AMENDMENT TO UNDERWRITING AGREEMENT THIS FIRST AMENDMENT TO UNDERWRITING AGREEMENT (this “Amendment”) is made and entered into as of March 23, 2023 by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Jefferies LLC (“Jefferies”), and amends that certain underwriting agreement, dated as of October 27, 2021 (the “Under |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statemen |
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| March 28, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission F |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40976 Perception Capital |
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| March 27, 2023 |
Indemnity Agreement, dated January 1, 2023, between PCCT and Tao Tan. EX-10.9 2 pcct-ex10912.htm EX-10.9 Exhibit 10.9 Execution Version THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 1, 2023. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individual (“In |
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| March 27, 2023 |
Working Capital Promissory Note, dated as of January 10, 2023, between PCCT and the Sponsor. EX-10.20 4 pcct-ex102011.htm EX-10.20 Exhibit 10.20 Execution Version THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASON |
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| March 27, 2023 |
Joinder to the Letter Agreement, dated January 1, 2023, between PCCT and Tao Tan. EX-10.17 3 pcct-ex101710.htm EX-10.17 Exhibit 10.17 Execution Version JOINDER AGREEMENT TO LETTER AGREEMENT January 1, 2023 The undersigned is executing and delivering this Joinder Agreement pursuant to the Letter Agreement, dated as of October 27, 2021 (as it may be amended and restated, the “Letter Agreement”), by and among Perception Capital Corp. II, a Cayman Islands exempted company (the “Com |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perception Capital Corp. II (Name of Issuer) Class A Ordinary share, $0.0001 par value (Title of Class of Securities) G7007D102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 16, 2023 |
EX-99.1 2 pcctex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regula |
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| February 14, 2023 |
SC 13G 1 pcct.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Perception Capital Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7007D102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the a |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Perception Capital Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7007D102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check |
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| February 14, 2023 |
SC 13G 1 pcct21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PERCEPTION CAPITAL CORP. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7007D102 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statem |
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| February 13, 2023 |
SC 13G 1 d421417dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perception Capital Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7007D102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this State |
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| February 9, 2023 |
SC 13G/A 1 p23-0357sc13ga.htm PERCEPTION CAPITAL CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Perception Capital Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7007D102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing |
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| February 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission |
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| February 6, 2023 |
Jefferies LLC Member SIPC The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. |
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| January 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Perception Capital Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7007D102 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate |
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| January 18, 2023 |
SC 13G/A 1 PCCTSC13GA2023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) PERCEPTION CAPITAL CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7007D102 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statemen |
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| January 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission |
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| January 17, 2023 |
Forward Purchase Agreement, dated as of January 14, 2023, by and among PCCT, Spectaire and Meteora. EX-10.1 3 pcct-ex10128.htm EX-10.1 Exhibit 10.1 Execution Version Date: January 14, 2023 To: Perception Capital Corp. II, a Cayman Islands exempted company (“Perception” or “PCCT”) and Spectaire Inc., a private Delaware corporation (“Target”). Address: 315 Lake Street East, Suite 301 Wayzata, MN 55391 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MC |
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| January 17, 2023 |
425 1 pcct-425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 2023 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation |
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| January 17, 2023 |
Exhibit 99.1 Spectaire Inc., Innovative Emissions Monitoring Provider, to Go Public via Business Combination with Perception Capital Corp. II Positioned to Meet Growing Customer Demand for Accurate, Real-Time Emissions Data to Smooth the Global Energy Transition • Combination Will Allow Spectaire to Pursue Significant Market Opportunity. The proposed business combination is expected to allow Spect |
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| January 17, 2023 |
EX-10.2 4 pcct-ex10227.htm EX-10.2 Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of January 16, 2023, by and among Perception Capital Partners II LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, togeth |
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| January 17, 2023 |
EX-2.1 2 pcct-ex2129.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PERCEPTION CAPITAL CORP. II, PERCEPTION SPECTAIRE MERGER SUB CORP., and SPECTAIRE INC. dated as of January 16, 2023 Table of Contents Page ARTICLE I CERTAIN DEFINITIONS Section 1.1 Definitions4 Section 1.2 Construction20 Section 1.3 Knowledge20 ARTICLE II THE MERGER; CLOSING Section 2.1 The Merg |
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| November 21, 2022 |
Joinder to the Letter Agreement, dated November 18, 2022, between PCCT and Karrie Willis. EX-10.1 2 pcct-ex10126.htm EX-10.1 Exhibit 10.1 Execution Version JOINDER AGREEMENT TO LETTER AGREEMENT November 18, 2022 The undersigned is executing and delivering this Joinder Agreement pursuant to the Letter Agreement, dated as of October 27, 2021 (as it may be amended and restated, the “Letter Agreement”), by and among Perception Capital Corp. II, a Cayman Islands exempted company (the “Compa |
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| November 21, 2022 |
Indemnity Agreement, dated November 18, 2022, between PCCT and Karrie Willis. EX-10.3 4 pcct-ex10324.htm EX-10.3 Exhibit 10.3 Execution Version THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 18, 2022. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individual (“ |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2022 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commissio |
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| November 21, 2022 |
EX-10.2 3 pcct-ex10225.htm EX-10.2 Exhibit 10.2 Execution Version JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT November 18, 2022 Karrie Willis (the “Joinder Party”) is executing and delivering this Joinder Agreement pursuant to the Registration Rights Agreement, dated as of October 27, 2021 (the “Registration Rights Agreement”), by and among Perception Capital Corp. II, a Cayman Islands exem |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 PERCEPTION CAPI |
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| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2022 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission |
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| November 1, 2022 |
Convertible Promissory Note, dated as of October 31, 2022, between PCCT and the Sponsor. EX-10.1 2 pcct-ex10133.htm EX-10.1 Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2022 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission |
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| October 28, 2022 |
Amendment to Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Perception Capital Corp. II (ROC # 370545) (the "Company") TAKE NOTICE that at an extraordinary general meeting of the shareholders of the Company held on 28 October 2022, the following special resolution was passed: "RESOLVED as a special resolution THAT, effective immediately, the Amen |
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| October 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ¨ ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi |
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| October 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ¨ ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi |
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| October 11, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp FIRM/AFFILIATE OFFICES - BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK WASHINGTON, D. |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use |
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| September 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 2 PERCEPTION CAPITAL |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 2 PERCEPTION CAPITA |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40976 PERCEPTION CAPITAL |
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| April 15, 2022 |
Indemnity Agreement, dated October 27, 2021, between PCCT and Thomas J. Abood. EX-10.13 10 pcct-ex1013116.htm EX-10.13 Exhibit 10.13 Execution Version THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 27, 2021. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individu |
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| April 15, 2022 |
Indemnity Agreement, dated October 27, 2021, between PCCT and R. Rudolph Reinfrank. EX-10.14 11 pcct-ex1014115.htm EX-10.14 Exhibit 10.14 Execution Version THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 27, 2021. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individu |
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| April 15, 2022 |
Indemnity Agreement, dated October 27, 2021, between the Company and Patrick Williams EX-10.9 6 pcct-ex109120.htm EX-10.9 Exhibit 10.9 Execution Version THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 27, 2021. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individual (“ |
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| April 15, 2022 |
Code of Ethics and Business Conduct of Perception Capital Corp. II. Exhibit 14.1 CODE OF ETHICS AND BUSINESS CONDUCT OF PERCEPTION CAPITAL CORP. II 1. Introduction The Board of Directors (the ?Board?) of Perception Capital Corp. II (the ?Company?) has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired in the fu |
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| April 15, 2022 |
Description of the Company’s securities. EX-4.2 2 pcct-ex42114.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, Perception Capital Corp. II (“we,” “our,” “us” or the “company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable |
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| April 15, 2022 |
Indemnity Agreement, dated October 27, 2021, between PCCT and Corey Campbell. Exhibit 10.10 Execution Version THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 27, 2021. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) the undersigned individual (?Indemnitee?). Whereas: (A) The Comp |
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| April 15, 2022 |
Indemnity Agreement, dated October 27, 2021, between PCCT and Omer Keilaf. Exhibit 10.12 Execution Version THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 27, 2021. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) the undersigned individual (?Indemnitee?). Whereas: (A) The Comp |
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| April 15, 2022 |
Indemnity Agreement, dated October 27, 2021, between PCCT and Scott Honour. EX-10.7 4 pcct-ex107122.htm EX-10.7 Exhibit 10.7 Execution Version THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 27, 2021. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individual (“ |
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| April 15, 2022 |
Indemnity Agreement, dated October 27, 2021, between PCCT and Rick Gaenzle. EX-10.6 3 pcct-ex106123.htm EX-10.6 Exhibit 10.6 Execution Version THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 27, 2021. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individual (“ |
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| April 15, 2022 |
Indemnity Agreement, dated October 27, 2021, between PCCT and James Sheridan. EX-10.8 5 pcct-ex108121.htm EX-10.8 Exhibit 10.8 Execution Version THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 27, 2021. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individual (“ |
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| April 15, 2022 |
Indemnity Agreement, dated October 27, 2021, between PCCT and Marcy Haymaker. EX-10.11 8 pcct-ex1011118.htm EX-10.11 Exhibit 10.11 Execution Version THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 27, 2021. Between: (1) PERCEPTION CAPITAL CORP. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individua |
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| March 31, 2022 |
NT 10-K 1 pcct-nt10k20220331.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 CUSIP Number: G7007D102 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on |
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| February 25, 2022 |
PCCT / Perception Capital Corp II - Class A / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PERCEPTION CAPITAL CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7007D102 (CUSIP Number) FEBRUARY 17, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the ru |
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| February 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Perception Capital Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7007D102 (CUSIP Number) December 31, 2021** (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Perception Capital Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G7007D 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Perception Capital Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7007D102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 14, 2022 |
Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 14th day of February 2022, by and among Perception Capital Partners II LLC, Perception Capital Partners LLC, Northern Pacific Group, L. |
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| February 9, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Perception Capital Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7007D102 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate |
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| January 20, 2022 |
PCCT / Perception Capital Corp II - Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) PERCEPTION CAPITAL CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7007D102 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box t |
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| December 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2021 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commissio |
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| December 20, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Perception Capital Corp. II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing December 20, 2021 NEW YORK, NY, December 20, 2021 ? Perception Capital Corp. II (the ?Company?) announced that commencing December 20, 2021, holders of the units sold in the Company?s initial public offering of 23,000,000 units may elect to separatel |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 PERCEPTION CAPI |
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| November 12, 2021 |
ADAGE CAPITAL PARTNERS GP, L.L.C. - PERCEPTION CAPITAL CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perception Capital Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7007D128** (CUSIP Number) November 1, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t |
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| November 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perception Capital Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7007D128** (CUSIP Number) November 1, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate t |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2021 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission |
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| November 5, 2021 |
PERCEPTION CAPITAL CORP. II INDEX TO FINANCIAL STATEMENT EX-99.1 2 pcct-ex9916.htm EX-99.1 Exhibit 99.1 PERCEPTION CAPITAL CORP. II INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 1, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Perception Capital Corp. II Opinion on the Financial Sta |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perception Capital Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7007D128 (CUSIP Number) October 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| November 3, 2021 |
PCCT / Perception Capital Corp II - Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PERCEPTION CAPITAL CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7007D128** (CUSIP Number) OCTOBER 28, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the r |
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| November 1, 2021 |
Exhibit 4.1 WARRANT AGREEMENT PERCEPTION CAPITAL CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 27, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated October 27, 2021, is by and between Perception Capital Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, |
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| November 1, 2021 |
Regulation FD Disclosure, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2021 Perception Capital Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40976 (Commission |
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| November 1, 2021 |
Amended and Restated Memorandum and Articles of Association of the Company. Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Perception Capital Corp. II (ROC #370545) (the "Company") TAKE NOTICE that by written resolution of the shareholders of the Company dated 27 October 2021 and effective on 27 October 2021, the following special resolution was passed: 1Adoption of Amended and Restated Memorandum and Articl |
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| November 1, 2021 |
Sponsor Warrants Purchase Agreement, dated October 27, 2021, between PCCT and the Sponsor. Exhibit 10.4 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Perception Capital Partners II LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The |
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| November 1, 2021 |
Letter Agreement, dated October 27, 2021, among PCCT, the Sponsor and PCCT’s officers and directors. Exhibit 10.1 October 27, 2021 Perception Capital Corp. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 Re:Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Perception Capital Corp. II, a Cayman Islan |
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| November 1, 2021 |
Perception Capital Corp. II Announces Pricing of $200 Million Initial Public Offering EX-99.1 10 pcct-ex9919.htm EX-99.1 Exhibit 99.1 Perception Capital Corp. II Announces Pricing of $200 Million Initial Public Offering Wayzata, MN, Oct. 27, 2021 (GLOBE NEWSWIRE) - Perception Capital Corp. II (the “Company”) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (“ |
