0001013762-23-005948.txt : 20231023 0001013762-23-005948.hdr.sgml : 20231023 20231023204844 ACCESSION NUMBER: 0001013762-23-005948 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231019 FILED AS OF DATE: 20231023 DATE AS OF CHANGE: 20231023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fernandes Leonardo CENTRAL INDEX KEY: 0001997090 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40976 FILM NUMBER: 231340958 MAIL ADDRESS: STREET 1: C/O SPECTAIRE INC. STREET 2: 155 ARLINGTON STREET CITY: WATERTOWN STATE: MA ZIP: 02472 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spectaire Holdings Inc. CENTRAL INDEX KEY: 0001844149 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 981578608 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3109 W 50TH ST., #207 CITY: MINNEAPOLIS STATE: MN ZIP: 55410 BUSINESS PHONE: (952) 456-5300 MAIL ADDRESS: STREET 1: 3109 W 50TH ST., #207 CITY: MINNEAPOLIS STATE: MN ZIP: 55410 FORMER COMPANY: FORMER CONFORMED NAME: Perception Capital Corp. II DATE OF NAME CHANGE: 20210203 4 1 ownership.xml X0508 4 2023-10-19 0 0001844149 Spectaire Holdings Inc. SPEC 0001997090 Fernandes Leonardo 155 ARLINGTON ST. WATERTOWN MA 02472 0 1 0 0 Chief Financial Officer 0 Common Stock 2023-10-19 4 A 0 108439 A 108439 D Earnout Rights 2023-10-19 4 A 0 74036 A Common Stock 74036 74036 D Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of January 16, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Perception Capital Corp. II), Perception Spectaire Merger Sub Corp. and Spectaire, Inc. ("Legacy Spectaire"), pursuant to which share of common stock of Legacy Spectaire automatically converted into the right to receive (i) cash and Common Stock of the Issuer and (ii) the right to receive Earnout Shares (as defined below). Pursuant to the Merger Agreement, each unvested award of restricted stock units of Legacy Spectaire automatically converted into the right to receive (i) securities of the Issuer with the same terms and conditions and (ii) the right to receive Earnout Shares, which will be subject to the reporting person's continued service to the Issuer.1. Includes 99,402 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire. Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock (the "Earnout Share") upon the satisfaction of certain price thresholds. Pursuant to an "earnout" provision in the Merger Agreement, the Earnout Shares may be issued in three equal tranches upon the volume-weighted price per share of the Issuer's Common Stock equaling or exceeding $15.00, $20.00 or $25.00 for at least 20 trading days in any consecutive 30-day trading period within the five-year period following the closing of the Issuer's business combination. /s/ Leonardo Fernandes 2023-10-23