Item 1.01 Entry into a Material Definitive Agreement
On March 23, 2023, Perception Capital Corp. II ("PCCT") entered into an
amendment (the "Underwriting Agreement Amendment") to that certain underwriting
agreement, dated October 27, 2021, by and between PCCT and Jefferies LLC
("Jefferies"), as representative of the several underwriters listed on Schedule
A thereto (the "IPO Underwriters"). Pursuant to the Underwriting Agreement
Amendment, PCCT and Jefferies agreed that the deferred underwriting discount
will be payable only to Jefferies, individually and not as representative and
for the accounts of the IPO Underwriters, after such other IPO Underwriters
waived or indicated to PCCT they will waive their entitlement to the payment of
any deferred underwriting discount, thereby reducing the amount of such deferred
underwriting discount from $8,050,000 to $5,635,000 (the "Deferred Discount") to
be paid as follows: (a) if at the closing (the "Closing") of PCCT's business
combination (the "Business Combination") with Spectaire Inc. ("Spectaire") there
is at least $25,000,000 of (i) available funds in the PCCT trust account, plus
(ii) amounts received by PCCT in connection with equity purchase agreements
prior to or substantially concurrently with the Closing, minus (iii) amounts
payable in connection with PCCT shareholder redemptions, minus (iv) amounts
payable pursuant to that certain Forward Purchase Agreement, dated January 14,
2023, by and among PCCT, Spectaire, Meteora Special Opportunity Fund I, LP,
Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master,
LP, minus (v) all fees incurred by PCCT and Spectaire for outside advisors in
connection with the Business Combination (the "Closing Surviving Corporation
Cash"), the Deferred Discount will be due to Jefferies at the Closing; and (b)
if there is less than $25,000,000 of the Closing Surviving Corporation Cash,
$2,000,000 of the Deferred Discount will be due to Jefferies at the Closing,
with the remaining $3,635,000 (the "Deferred Cash Obligation") being due to
Jefferies no later than eighteen (18) months following the Closing. For the
avoidance of doubt, the Deferred Discount is payable solely to Jefferies and not
the other IPO Underwriters, which have waived or indicated to PCCT that they
will waive their entitlement to the payment of any deferred underwriting
discount.
PCCT may, at its sole discretion, elect to pay all or any of the Deferred Cash
Obligation in shares of the publicly listed common stock of the surviving
successor to PCCT following the Business Combination (the "Deferred Stock
Payment Shares"); provided that, PCCT will provide Jefferies with written notice
of its election to deliver the Deferred Cash Obligation as the Deferred Stock
Payment Shares no earlier than sixty (60) calendar days following the Closing
but no later than two (2) business days prior to the delivery of the Deferred
Stock Payment Shares. Jefferies is entitled to customary shelf registration
rights with respect to the Deferred Stock Payment Shares. PCCT has agreed to
file a shelf registration statement to register the Deferred Stock Payment
Shares within fifteen (15) business days of their delivery.
This description of the Underwriting Agreement Amendment does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Underwriting Agreement Amendment, a copy of which is attached hereto as Exhibit
1.1 and is incorporated herein by reference.
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.
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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 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 will file a proxy
statement with the SEC 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 filed and
reviewed by the SEC, PCCT 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 PCCT's shareholders in connection with the
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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 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 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 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 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description
1.1 Amendment to the Underwriting Agreement, dated March 23, 2023, by and
between PCCT and Jefferies.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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