Item 1.01Entry into a Material Definitive Agreement.

As previously announced on October 31, 2022, Perception Capital Corp. II (the "company") issued a convertible promissory note in the aggregate principal amount of up to $720,000 (the "original extension loan") to its sponsor, Perception Capital Partners II LLC, a Delaware limited liability company (the "sponsor"). On April 10, 2023, the company issued an amended and restated convertible promissory note (the "A&R extension loan") to the sponsor, which amended and restated the original extension loan in its entirety to, among other things, increase the aggregate principal amount available thereunder from $720,000 to $1,200,000, the effectiveness of which is conditioned upon the approval of the company's shareholders of the proposal to amend the company's amended and restated memorandum and articles of association to extend the date by which the company must consummate an initial business combination from May 1, 2023 to November 1, 2023. Pursuant to the A&R extension loan, the sponsor has agreed to continue its monthly contributions of $0.04 for each Class A ordinary share of the company, par value $0.0001 per share ("Class A ordinary shares"), then outstanding until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an initial business combination and (ii) the aggregate advances under the A&R extension loan totaling $1,200,000.

Up to $1,200,000 of the loans under the A&R extension loan may be settled in whole warrants to purchase Class A ordinary shares at a conversion price equal to $1.00 per warrant (the "extension loan warrants"). The extension loan warrants will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. The extension loan warrants will become exercisable 30 days after the completion of our initial business combination. Each extension loan warrant will entitle the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to certain adjustments. The extension loan warrants are identical to the warrants included in the units sold in the company's initial public offering, except that, so long as they are held by the sponsor or its permitted transferees: (1) they will not be redeemable by the company; (2) they (including the Class A ordinary shares issuable upon exercise of the extension loan warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the company's initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise of the extension loan warrants) are entitled to registration rights. In addition, the extension loan warrants expire at 5:00 p.m., New York City time, five years after the completion of the company's initial business combination, or earlier upon redemption or liquidation.

The contributions will not bear any interest, and will be repayable by the company to the sponsor upon the earlier of (i) the date by which the company must complete an initial business combination and (ii) the consummation of an initial business combination. The company's board of directors will have the sole discretion whether to continue extending for additional months until $1,200,000 in the aggregate has been loaned, and if the company's board of directors determines not to continue extending for additional months, the sponsor's obligation to make additional contributions will terminate. If this occurs, the company would wind up the company's affairs and redeem 100% of the outstanding Class A ordinary shares in accordance with the procedures set forth in the company's amended and restated memorandum and articles of association.

The maturity date of the A&R extension loan may be accelerated upon the occurrence of an "event of default" (as defined therein). Any outstanding principal under the A&R extension loan may be prepaid at any time by the company, at its election and without penalty, provided, however, that the sponsor shall have a right to first convert such principal balance as described in Section 6 of the A&R extension loan upon notice of such prepayment.

The foregoing description of the A&R extension loan does not purport to be complete and is qualified in its entirety by the terms and conditions of the A&R extension loan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.


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Item 3.02Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements may include, but are not limited to, statements about the parties' ability to close the proposed Business Combination, including PCCT and Spectaire being able to receive all required regulatory, third-party and shareholder approvals for the proposed Business Combination; the anticipated benefits of the proposed Business Combination, including the potential amount of cash that may be available to the combined company upon consummation of the proposed Business Combination and the use of the net proceeds following the redemptions by PCCT public shareholders; the anticipated timing of the proposed Business Combination; Spectaire's expectation that its common shares will be accepted for listing on the Nasdaq Stock Market following the closing of the proposed Business Combination; the financial and business performance of Spectaire; Spectaire's anticipated results from operations in future periods; the products and services offered by Spectaire and the markets in which it operates; the impact of health epidemics, including the COVID-19 pandemic, on Spectaire's business and the actions Spectaire may take in response thereto. In addition, any statements that refer to projections (including EBITDA and cash flow), forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of PCCT and Spectaire, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations, and assumptions relating to: the future price of metals; the stability of the financial and capital markets; PCCT and Spectaire being able to receive all required regulatory, third-party, and shareholder approvals for the proposed Business Combination; the amount of redemptions by PCCT public shareholders; and other current estimates and assumptions regarding the proposed Business Combination and its benefits. Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made by PCCT with the SEC and the following: the amount of any redemptions by existing holders of PCCT Class A ordinary shares being greater than expected, which may reduce the cash in trust available to Spectaire upon the consummation of the Business Combination; the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement and/or payment of the termination fees; the outcome of any legal proceedings that may be instituted against Spectaire or PCCT following announcement of the proposed Business Combination; the inability to complete the proposed Business Combination due to, among other things, the failure to obtain PCCT shareholder approval; the risk that the announcement and consummation of the proposed Business Combination disrupts Spectaire's current plans; the ability to recognize the anticipated benefits of the proposed Business Combination; unexpected costs related to the proposed Business Combination; the risks that the consummation of the proposed Business Combination is substantially delayed or does not occur, including prior to the date on which PCCT is required to liquidate under the terms of its charter documents; Spectaire's ability to operate as a going concern; Spectaire's requirement of significant additional capital; Spectaire's limited operating history; Spectaire's history of losses; Spectaire's ability to attract qualified management; Spectaire's ability to adapt to rapid and significant technological change and respond to introductions of new products in order to remain competitive; Spectaire receives a significant portion of its revenues from a small number of customers and the loss of, or nonperformance by, one or more significant customers could adversely affect Spectaire's business; Spectaire relies heavily on manufacturing operations to produce the products and the business could be adversely affected by disruptions of the manufacturing operation; Spectaire's future growth depends on a single product; changes in governmental regulations may reduce demand for Spectaire's products or increase Spectaire's expenses; the effects


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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 PCCT 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 Business Combination or other matters addressed herein and attributable to Spectaire, PCCT 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 PCCT 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 and Where to Find It

In connection with the proposed Business Combination, PCCT has filed a proxy statement (File No. 001-40976) with the SEC on March 29, 2023 which is subject to change and to be distributed to holders of PCCT's ordinary shares in connection with PCCT's solicitation of proxies for the vote by PCCT's shareholders with respect to the Business Combination and other matters as described in the proxy statement. After the proxy statement has been reviewed by the SEC, PCCT will mail a definitive proxy statement, when available, to its shareholders. The definitive proxy statement will include information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to PCCT's shareholders in connection with the Proposed Business Combination. PCCT will also file other documents regarding the Proposed Business Combination with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF PCCT 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 BUSINESS COMBINATION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.

Investors and security holders are able to obtain free copies of the proxy statement and all other relevant documents that are filed or that will be filed with the SEC by PCCT through the website maintained by the SEC at www.sec.gov. The documents filed by PCCT with the SEC also may be obtained by contacting PCCT at 315 Lake Street East, Suite 301, Wayzata, MN, or by calling (952) 456-5300.

Participants in Solicitation

Spectaire, PCCT 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 PCCT's shareholders in connection with the Business Combination. A list of the names of such persons and information regarding their interests in the Business Combination will be contained in the definitive proxy statement when available. You may obtain free copies of these documents free of charge by directing a written request to Spectaire or PCCT. The definitive proxy statement will be mailed to PCCT's shareholders as of a record date to be established for voting on the Business Combination when it becomes available.

No Offer or Solicitation

This Current Report on Form 8-K 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 Business Combination 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


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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.

Item 9.01Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
  No.                                   Description

10.1        Amended and Restated Convertible Promissory Note, dated as of April
          10, 2023, by and between Perception Capital Corp. II and Perception
          Capital Partners II LLC
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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