Spectaire Inc. executed letter of intent to acquire Perception Capital Corp. II (NasdaqGM:PCCT) from a group of shareholders in a reverse merger transaction on December 1, 2022. Spectaire Inc. entered into a definitive agreement to acquire Perception Capital Corp. II from a group of shareholders for approximately $210 million in a reverse merger transaction on January 16, 2023. The proposed Transaction values Spectaire at a pro forma enterprise valuation of approximately $203 million. As a part of consideration, PCCT will pay $6,250,000 in cash, Earnout Shares of 7,500,000 additional shares of PCCT Common Stock and Stock Consideration. Spectaire Inc. to go public via a business combination with Perception Capital Corp. II. Upon the closing of the proposed Transaction, the combined company will be named Spectaire Holdings Inc., and its common equity securities and warrants are expected to continue to be listed on the Nasdaq Stock Market.

Completion of the transaction is subject to customary closing conditions, including the approval of Perception?s shareholders; PCCT having at least $5,000,001 of net tangible assets upon Closing, and eceipt of conditional approval for listing on the Nasdaq Stock Market LLC (?Nasdaq?) the shares of PCCT Common Stock to be issued in connection with the Merger. The Boards of Directors of Perception and Spectaire have both unanimously approved the proposed Transaction. The proposed Transaction has also been approved by the requisite stockholders of Spectaire. The shareholders of Perception Capital approved the transaction on October 13, 2023. The parties expect the proposed Transaction to close in the second quarter of 2023.

Stephen W. Ranere and Ryan J. Maierson of Latham & Watkins LLP serving as legal counsels to Spectaire. Michael Mies, Gregg A. Noel of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Perception. Continental Stock Transfer & Trust Company acted as transfer agent to PCCT. PCCT engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting and has agreed to pay Morrow a fee of $32,500. As revised, PCCT will pay Morrow Sodali a fee of $17,500 plus disbursements. Jefferies LLC and Skadden, Arps, Slate, Meagher & Flom LLP acted as due diligence provider to PCCT. Jason D. Cruise, Sebastian Max Hauser, Ryan J. Maierson, Stephen W. Ranere and Joseph A. Simei of Latham & Watkins LLP acted as due diligence provider to Spectaire.

Spectaire Inc. completed the acquisition of Perception Capital Corp. II (NasdaqGM:PCCT) from a group of shareholders in a reverse merger transaction on October 18, 2023. Beginning on October 20, 2023, Spectaire Holdings will commence trading of its common stock and warrants on the Nasdaq Stock Market under the ticker symbols ?SPEC? and ?SPECW?, respectively. Paul Hastings LLP acted as legal advisor to Jefferies LLC.