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 SpectaireSpectaire 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.
IIPerception 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 StatementsThis
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 ItIn 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
SolicitationSpectaire, 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 SolicitationThis
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:
InvestorsCody Slach, Ralf EsperGateway Group(949) 574-3860
PCCT@gateway-grp.com
MediaZach Kadletz, Brenlyn MotlaghGateway Group(949)
574-3860PCCT@gateway-grp.com
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