Positioned to Meet Growing Customer Demand
for Accurate, Real-Time Emissions Data to Smooth the Global Energy
Transition
- Combination Will Allow Spectaire to Pursue Significant
Market Opportunity. The proposed business combination is
expected to allow Spectaire to better fulfill growing demand for
monitoring and measurement technology needed to meet emissions
reduction commitments. Customers are able to save money and
generate carbon credits by relying on Spectaire’s accurate,
real-time data, rather than online estimating tools, which can
overstate emissions by up to 60%.
- No Viable Competitors. We believe that Spectaire's
micro-mass-spectrometer (MMS) device is the world's first and only
MMS that can directly measure actual emissions in vehicular use.
Spectaire’s MMS device is an emissions measurement product that is
mobile, affordable and reliable.
- Compelling Margins and Path to Profitability. The
company is expected to benefit from three high-margin revenue
streams: direct sales of its MMS device, annual maintenance
subscriptions and a 50% share of carbon credits generated from
emissions reductions. Spectaire expects to achieve positive EBITDA
and cash flow by 2024.
- Proprietary Technology Developed at M.I.T. Spectaire has
an exclusive license to the innovative, patented
micro-mass-spectrometer technology developed by scientists from
Massachusetts Institute of Technology (M.I.T.).
- Highly Experienced Management Team Ready to Commercialize
Market Opportunity. Spectaire has an experienced leadership
team with a track record of successfully developing and deploying
cutting edge technologies from product inception to successful
market launch.
- Proven Investors and Operators Guiding the Company
Forward. The sponsors of Perception have played a leadership
role in a number of initial public offerings, SPACs and other
transactions. Team members have served and successfully grown
multiple public companies.
- No Minimum Cash Condition. The transaction has no
minimum cash condition and prior to signing the business
combination agreement, Perception Capital entered into a forward
purchase agreement with Meteora Capital, LLC for the full amount of
cash in trust.
Spectaire Inc. (“Spectaire”), a provider of cutting-edge
solutions for customers to monitor, track and meet emissions
targets via its patented micro-mass-spectrometer (MMS) device,
today announced entry into a definitive agreement to go public via
a business combination (the “Transaction”) with Perception Capital
Corp. II (NASDAQ: PCCT) (“Perception”).
Amid the global energy transition, companies are seeking
solutions to reduce emissions in response to new regulatory
standards, investor demands and their own net zero deadlines.
Companies required to report carbon emissions throughout their
supply chain must accurately measure the effect of their emissions
mitigation strategies. Spectaire’s direct measurement technology
replaces current methods of “estimating” emissions based on mileage
and fuel consumption, which can overstate emissions by up to
60%.
Spectaire’s products are intended to immediately help customers
lower carbon offset payments, increase fleet activity efficiency
and generate new revenue streams from carbon credits. Going
forward, Spectaire’s growing proprietary emissions database –
comprised of actual emissions of mobile assets across different
logistics channels – is expected to provide valuable data for
customers to continuously and cost effectively improve the
efficiency of customers’ logistics networks.
Invented and patented by Spectaire scientists at M.I.T.,
Spectaire’s MMS device is battery-powered, cloud-connected and
about the size of a small tablet. Durable and mountable on a
commercial vehicle, Spectaire’s MMS device directly measures
emissions and continuously relays accurate, auditable, real-time
data into a cloud database, which customers can integrate into
their ESG commitments.
“Our technology is a win for our customers, our investors and
the planet. Improving air quality is the single greatest challenge
of this century and companies are under increasing pressure to
account for – and reduce – their carbon footprints. They need tools
to accurately track and report emissions in real time, and to
reduce emissions, we must first accurately measure emissions. This
is especially true in logistics, where an infinite number of
variables change truck emission profiles minute-to-minute,
mile-to-mile. Our MMS device is expected to give our customers a
significant competitive edge by helping them lower costs, improve
logistics network efficiency and access carbon credit revenues. I
look forward to working with the Perception team to expand and
accelerate production, thus bringing our MMS technology to more
customers,” said Brian Semkiw, Chief Executive Officer of
Spectaire.
Scott Honour, Chairman of Perception said, “Perception has
sought a cutting-edge company in the industrial technology sector.
We found that in Spectaire. Brian and the team of scientists from
M.I.T. have done groundbreaking work. We believe that no other
company is offering what they are in emissions monitoring and
measurement. We expect that Spectaire will create significant value
for their customers while growing revenue and becoming profitable.
Perception looks forward to adding its expertise growing successful
public companies to Spectaire’s business and is enthusiastic about
what’s next for our partnership.”
The parties expect that the proposed Transaction will allow
Spectaire to expand production of its emissions measurement and
monitoring solution, meeting strong demand from existing and future
customers. The proposed Transaction values Spectaire at a pro forma
enterprise valuation of approximately $203M. The proposed
Transaction has no minimum cash condition and a pre-arranged
forward purchase agreement with Meteora Capital, LLC for the full
amount of its cash in trust.
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. Completion of the transaction is subject to customary
closing conditions, including the approval of Perception’s
shareholders. The parties expect the proposed Transaction to close
in the second quarter of 2023.
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.
Advisors
Latham & Watkins LLP is serving as legal counsel to
Spectaire. Skadden, Arps, Slate, Meagher & Flom LLP is serving
as legal counsel to Perception.
About Spectaire Inc.
Spectaire Inc. manufactures, distributes and installs a patented
portable mass spectrometry system that pioneers emissions reduction
of logistics assets through direct observational measurement. To
learn more, visit https://www.spectaire.com.
About Perception Capital Corp.
II
Perception Capital Corp. II (Nasdaq: PCCT) is a special purpose
acquisition company with a focus on building great industrial
technology businesses and creating long-term value. Perception is
led by a team of accomplished investors and operators with
significant public company expertise. To learn more, visit
https://www.perceptionii.com.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may include, but are
not limited to, statements about the parties’ ability to close the
proposed Transaction, including Perception and Spectaire being able
to receive all required regulatory, third-party and shareholder
approvals for the proposed Transaction; the anticipated benefits of
the proposed Transaction, including the potential amount of cash
that may be available to the combined company upon consummation of
the proposed Transaction and the use of the net proceeds following
the redemptions by Perception public shareholders; the anticipated
timing of the proposed Transaction; Spectaire’s expectation that
its common shares will be accepted for listing on the Nasdaq Stock
Market following the closing of the proposed Transaction; 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 Perception 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; Perception and Spectaire
being able to receive all required regulatory, third-party and
shareholder approvals for the proposed Transaction; the amount of
redemptions by Perception public shareholders; and other current
estimates and assumptions regarding the proposed Transaction 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 Perception
with the SEC and the following: the amount of any redemptions by
existing holders of Perception Class A ordinary shares being
greater than expected, which may reduce the cash in trust available
to Spectaire upon the consummation of the Transaction; 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 Perception
following the announcement of the Transaction; the inability to
complete the proposed Transaction due to, among other things, the
failure to obtain Perception shareholder approval; the risk that
the announcement and consummation of the proposed Transaction
disrupts Spectaire’s current plans; the ability to recognize the
anticipated benefits of the proposed Transaction; unexpected costs
related to the proposed Transaction; the risks that the
consummation of the proposed Transaction is substantially delayed
or does not occur, including prior to the date on which Perception
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 Perception 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 Transaction or other matters addressed
herein and attributable to Spectaire, Perception 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 Perception 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.
Use of Projections
This press release may contain financial forecasts of Spectaire
and Perception. Neither of the independent registered public
accounting firms of Perception or Spectaire have audited, reviewed,
compiled or performed any procedures with respect to the
projections for the purpose of their inclusion in this press
release, and accordingly, neither of them expressed an opinion or
provided any other form of assurance with respect thereto for the
purpose of this press release. These projections are
forward-looking statements and should not be relied upon as being
necessarily indicative of future results. The projected financial
information contained in this press release constitutes
forward-looking information. The assumptions and estimates
underlying such projected financial information are inherently
uncertain and are subject to a wide variety of significant
business, economic, competitive and other risks and uncertainties
that could cause actual results to differ materially from those
contained in the prospective financial information. See “Forward
Looking Statements” above. Accordingly, there can be no assurance
that the prospective results are indicative of future performance
of Perception or Spectaire or that actual results will not differ
materially from the results presented in the prospective financial
information contained in this press release. The inclusion of such
information in this press release should not be regarded as a
representation by any person that the results reflected in such
projections will be achieved.
Additional Information about the
Proposed Transaction and Where to Find It
In connection with the proposed Transaction, Perception intends
to file a proxy statement with the SEC to be distributed to
Perception shareholders in connection with Perception’s
solicitation of proxies for the vote by its shareholders with
respect to the Transaction. After the proxy statement has been
filed with and reviewed by the SEC, Perception 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 Perception’s shareholders in connection
with the proposed Transaction. Perception may also file other
relevant documents regarding the proposed Transaction with the SEC.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS OF PERCEPTION 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 TRANSACTION, INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
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 Perception through the website maintained by the SEC at
www.sec.gov. The documents filed by Perception with the SEC also
may be obtained by contacting Perception at 315 Lake Street East,
Suite 301, Wayzata, MN, or by calling (952) 456-5300.
Participants in the
Solicitation
Spectaire, Perception 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 Perception’s shareholders in
connection with the Transaction. A list of the names of such
persons and information regarding their interests in the
Transaction will be contained in the definitive proxy statement
when available. You may obtain copies of these documents free of
charge by directing a written request to Spectaire or Perception.
The definitive proxy statement will be mailed to Perception’s
shareholders as of a record date to be established for voting on
the Transaction when it becomes available.
No Offer or Solicitation
This press release 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 Transaction 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230117005513/en/
For media inquiries regarding Spectaire, please contact:
media@spectaire.com For investor inquiries regarding Spectaire,
please contact: ir@spectaire.com For general inquiries regarding
Perception Capital, please contact:
info@perceptioncapitalpartners.com
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