PERN CAPI Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Perception under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.
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
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
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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
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
Participants in Solicitation
Spectaire, PCCT and certain of their respective directors, executive officers
and other members of management and employees may, under
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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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 99.1 Investor Presentation, datedFebruary 6, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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