WATERTOWN, Mass. and WAYZATA, Minn., Oct. 12, 2023 (GLOBE NEWSWIRE) — Spectaire Inc. (“Spectaire” or “Company”), a provider of cutting-edge solutions for customers to monitor, track and meet emissions targets via its patented micro-mass-spectrometer (MMS) device, and Perception Capital Corp. II (NASDAQ: PCCT) (“Perception”), today announced that Perception has entered into a private placement subscription agreement (the “PIPE Subscription Agreement”) with Dr. Jörg Mosolf (the “PIPE Investor”), the chairman of Mosolf SE & Co. KG (“Mosolf”) and a director of Spectaire, for an aggregate purchase price of $3,500,000 in connection with the proposed business combination between Spectaire and Perception (the “Transaction”).
The Company also announced that it has received a firm order for initial units of its MMS device AireCore™ from Mosolf at the standard unit price of $2,000. Mosolf has over 1,000 trucks in its fleet.
Mosolf was the first company where Spectaire designed the integration of AireCore™ MMS on vehicles. Based on a sample of 208 Class 8 trucks from Mosolf’s fleet, the Company estimates that the use of the Company’s AireCore™ technology on Mosolf’s Class 8 fleet alone will result in an aggregate emissions reduction of approximately 60% and generate nearly 50,000 carbon credits annually for Mosolf.
The PIPE Investor will close on the purchase of 50,000 shares of Perception substantially concurrently with the closing of the Transaction (“the Closing”) at a price of $10.00 per share for an aggregate purchase price of $500,000. Within two years following the Closing, the PIPE investor will purchase additional shares of post-combination company in one or multiple subsequent closings at a purchase price per share of $10.00 (subject to adjustment as described in the PIPE Subscription Agreement) for an aggregate purchase price of $3,000,000. The purchase and sale of the shares pursuant to the PIPE Subscription Agreement are conditioned upon the Closing as well as other typical conditions for transactions of this type.
About Spectaire
Spectaire is an industrial technology company that allows its customers to measure, manage, and reduce carbon dioxide equivalent (CO₂e) and other greenhouse gas emissions. Spectaire’s core offering, AireCore™, is a fully integrated hardware, software, and data platform. AireCore™’s mass spectrometry research & development was completed over the course of 15 years at the Massachusetts Institute of Technology (MIT). Our business model delivers a win-win-win for Spectaire, for our customers, and for society as a whole.
About Perception Capital Corp. II
Perception Capital Corp. II (Nasdaq: PCCT) is a special purpose acquisition company with a focus on building great industrial technology businesses and creating long-term value. Perception is led by a team of accomplished investors and operators with significant public company expertise. To learn more, visit https://www.perceptionii.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements about the parties’ ability to close the proposed Transaction, including Perception and Spectaire being able to receive all required regulatory, third-party and shareholder approvals for the proposed Transaction; the anticipated benefits of the proposed Transaction, including the potential amount of cash that may be available to the combined company upon consummation of the proposed Transaction and the use of the net proceeds following the redemptions by Perception public shareholders; the anticipated timing of the proposed Transaction; Spectaire’s expectation that its common shares will be accepted for listing on the Nasdaq Stock Market following the closing of the proposed Transaction; the financial and business performance of Spectaire; Spectaire’s anticipated results from operations in future periods; the products and services offered by Spectaire and the markets in which it operates; the impact of health epidemics, including the COVID-19 pandemic, on Spectaire’s business and the actions Spectaire may take in response thereto. In addition, any statements that refer to projections (including EBITDA and cash flow), forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the management of Perception and Spectaire, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: the future price of metals; the stability of the financial and capital markets; Perception and Spectaire being able to receive all required regulatory, third-party and shareholder approvals for the proposed Transaction; the amount of redemptions by Perception public shareholders; and other current estimates and assumptions regarding the proposed Transaction and its benefits. Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made by Perception with the SEC and the following: the amount of any redemptions by existing holders of Perception Class A ordinary shares being greater than expected, which may reduce the cash in trust available to Spectaire upon the consummation of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement and/or payment of the termination fees; the outcome of any legal proceedings that may be instituted against Spectaire or Perception following the announcement of the Transaction; the inability to complete the proposed Transaction due to, among other things, the failure to obtain Perception shareholder approval; the risk that the announcement and consummation of the proposed Transaction disrupts Spectaire’s current plans; the ability to recognize the anticipated benefits of the proposed Transaction; unexpected costs related to the proposed Transaction; the risks that the consummation of the proposed Transaction is substantially delayed or does not occur, including prior to the date on which Perception is required to liquidate under the terms of its charter documents; Spectaire’s ability to operate as a going concern; Spectaire’s requirement of significant additional capital; Spectaire’s limited operating history; Spectaire’s history of losses; Spectaire’s ability to attract qualified management; Spectaire’s ability to adapt to rapid and significant technological change and respond to introductions of new products in order to remain competitive; Spectaire receives a significant portion of its revenues from a small number of customers and the loss of, or nonperformance by, one or more significant customers could adversely affect Spectaire’s business; Spectaire relies heavily on manufacturing operations to produce the products and the business could be adversely affected by disruptions of the manufacturing operation; Spectaire’s future growth depends on a single product; changes in governmental regulations may reduce demand for Spectaire’s products or increase Spectaire’s expenses; the effects of the COVID-19 pandemic or other global health crises on Spectaire’s business plans, financial condition and liquidity; changes or disruptions in the securities markets; legislative, political or economic developments; the need to obtain permits and comply with laws and regulations and other regulatory requirements; risks of accidents, equipment breakdowns and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; potential future litigation; and Spectaire’s lack of insurance covering all of Spectaire’s operations.
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Spectaire and Perception prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the proposed Transaction or other matters addressed herein and attributable to Spectaire, Perception or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Except to the extent required by applicable law or regulation, Spectaire and Perception undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed Transaction, Perception intends to file a proxy statement with the SEC to be distributed to Perception shareholders in connection with Perception’s solicitation of proxies for the vote by its shareholders with respect to the Transaction. After the proxy statement has been filed with and reviewed by the SEC, Perception will mail a definitive proxy statement, when available, to its shareholders. The proxy statement will include information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Perception’s shareholders in connection with the proposed Transaction. Perception may also file other relevant documents regarding the proposed Transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF PERCEPTION ARE URGED TO READ THE PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the proxy statement (if and when available) and all other relevant documents that are filed or that will be filed with the SEC by Perception through the website maintained by the SEC at www.sec.gov. The documents filed by Perception with the SEC also may be obtained by contacting Perception at 315 Lake Street East, Suite 301, Wayzata, MN, or by calling (952) 456-5300.
Participants in the Solicitation
Spectaire, Perception and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Perception’s shareholders in connection with the Transaction. A list of the names of such persons and information regarding their interests in the Transaction will be contained in the definitive proxy statement when available. You may obtain copies of these documents free of charge by directing a written request to Spectaire or Perception. The definitive proxy statement will be mailed to Perception’s shareholders as of a record date to be established for voting on the Transaction when it becomes available.
No Offer or Solicitation
This press release and the information contained herein do not constitute (i) (a) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Transaction or (b) an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction or (ii) an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies. No offer of securities in the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the U.S. Securities Act) shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Contacts:
Investors
Cody Slach, Ralf Esper
Gateway Group
(949) 574-3860
[email protected]
Media
Zach Kadletz, Brenlyn Motlagh
Gateway Group
(949) 574-3860
[email protected]
