PERCEPTION CAPITAL CORP. II : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

Perception Capital Corp. II ("PCCT") is a blank check company incorporated as a Cayman Islands exempted company limited by shares and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On January 16, 2023, PCCT entered into an Agreement and Plan of Merger (the "Merger Agreement") with Perception Spectaire Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of PCCT ("Merger Sub"), and Spectaire Inc., a Delaware corporation ("Spectaire").

The Domestication

Prior to the effective time of the Business Combination (as defined below) (the "Effective Time"), subject to the approval of PCCT's shareholders, and in accordance with the General Corporation Law of the State of Delaware, as amended (the "DGCL"), the Companies Act (As Revised) of the Cayman Islands (the "CICA"), and PCCT's Amended and Restated Memorandum and Articles of Association, as may be amended from time to time (the "Charter"), PCCT will effect a deregistration under the CICA and a domestication under the DGCL, pursuant to which PCCT's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "Domestication" and PCCT, immediately after the Domestication, "Domesticated PCCT").

In connection with the Domestication, (i) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of PCCT (the "PCCT Class A Ordinary Shares") and each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of PCCT (the "PCCT Class B Ordinary Shares" and together with the PCCT Class A Ordinary Shares, the "PCCT Ordinary Shares"), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Domesticated PCCT ("PCCT Common Stock"), (ii) each then issued and outstanding warrant of PCCT will convert automatically into a warrant to acquire one share of PCCT Common Stock ("Domesticated PCCT Warrant"), pursuant to the Warrant Agreement, dated as of October 27, 2021, between PCCT and Continental Stock Transfer & Trust Company, as warrant agent, and (iii) each then issued and outstanding unit of PCCT will be cancelled and will entitle the holder thereof to one share of PCCT Common Stock and one-half of one Domesticated PCCT Warrant. Upon effectiveness of the Domestication, Domesticated PCCT will change its name to "Spectaire Holdings Inc."

The Business Combination

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, and following the Domestication, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the "Business Combination"):

(i)prior to the Effective Time, the aggregate amount of each outstanding convertible promissory note of Spectaire, including all outstanding principal and interest accrued but unpaid thereon, will convert into shares of common stock, par value $0.0001 per share, of Spectaire ("Spectaire Common Stock"), and each share of the Series Seed Preferred Stock, par value $0.0001 per share, of Spectaire will convert into one share of Spectaire Common Stock (such conversions, the "Spectaire Security Conversion");

(ii)at the Effective Time (after giving effect to the Spectaire Security Conversion):

(a)each share of Spectaire Common Stock (other than shares of Spectaire Common Stock subject to Spectaire Options and Spectaire RSUs (each as defined below), Spectaire Restricted Shares (as defined below), treasury stock and dissenting shares) will convert into the right to receive its pro rata portion (on a fully diluted basis) of the Net Merger Consideration and the Earnout Shares (as defined below);

(b)each outstanding option to purchase Spectaire Common Stock ("Spectaire Option") will be converted into (x) an option to purchase, upon substantially the same terms and conditions, a whole number of shares of PCCT Common Stock (rounded down to the nearest whole share) equal to (1) the number of shares of Spectaire Common Stock subject to such Spectaire Option as of immediately prior to the Effective

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Time multiplied by (2) the Exchange Ratio (as defined in the Merger Agreement) and (y) the right to receive its pro rata portion of the Earnout Shares;

(c)each outstanding restricted stock unit relating to Spectaire Common Stock ("Spectaire RSU") will be converted into (x) a restricted stock unit, upon substantially the same terms and conditions, relating to a whole number of shares of PCCT Common Stock (rounded down to the nearest whole share) equal to (1) the number of shares of Spectaire Common Stock subject to such Spectaire RSU as of immediately prior to the Effective Time multiplied by (2) the Exchange Ratio and (y) the right to receive its pro rata portion of the Earnout Shares; and

(d)each outstanding award of restricted shares of Spectaire Common Stock subject to vesting conditions and/or a risk of forfeiture ("Spectaire Restricted Shares") will be converted into (x) an award, upon substantially the same terms and conditions, of a whole number of restricted shares of PCCT Common Stock equal to (1) the number of shares of Spectaire Common Stock subject to such Spectaire Restricted Share as of immediately prior to the Effective Time multiplied by (2) the Exchange Ratio and (y) the right to receive its pro rata portion of the Earnout Shares.

"Aggregate Cash Consideration" means the lesser of (a) $6,250,000 and (b) the amount by which the Available Cash immediately after the Business Combination exceeds $5,000,000 (understanding that the Aggregate Cash Consideration will be zero if available cash less than $5,000,000).

"Aggregate Stock Consideration" means a number of shares of PCCT Common Stock equal to the difference of (i) the quotient obtained by dividing (a) the difference of (x) $125,000,000 minus (y) the Aggregate Cash Consideration by (b) $10.00 minus (ii) the Company Award Shares (as defined in the Merger Agreement).

"Available Cash" means an amount in cash equal to the difference of (i) the sum of (without duplication) (a) the aggregate cash proceeds actually received by PCCT and the Spectaire following the date of the Merger Agreement and substantially concurrently with or prior to the Closing from any financing transaction or similar capital raise plus (b) all amounts available in the PCCT trust account (the "Trust Account") as of immediately prior to the Closing (after deducting any PCCT shareholder redemption amounts) minus (ii) the amount required to pay transaction expenses of PCCT and Spectaire (including any deferred underwriting commissions and fees payable pursuant to the Forward Purchase Agreement (as defined below)).

"Earnout Shares" means up to 7,500,000 additional shares of PCCT Common Stock which may be issued in three equal tranches upon the volume-weighted price per share of PCCT Common Stock equaling or exceeding $15.00, $20.00 or $25.00 for at least 20 trading days in any consecutive 30-day trading period within the five-year period following the closing of the Business Combination (the "Closing").

"Net Merger Consideration" means the Aggregate Cash Consideration and the Aggregate Stock Consideration.

(iii)upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL, following the Domestication, Merger Sub will merge with and into Spectaire with Spectaire as the surviving corporation (Spectaire is sometimes referred to herein for the periods at and after the Effective Time as the "Surviving Corporation") and a wholly owned subsidiary of Domesticated PCCT (the "Merger"), and by virtue of the Merger, each share of capital stock of Merger Sub will automatically convert into a share of common stock, par value $0.0001 per share, of the Surviving Corporation.

All of the members of the Board of Directors of PCCT (the "PCCT Board") have (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend the adoption and approval of the Merger Agreement and related matters by the shareholders of PCCT.

Conditions to Closing

The Closing is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective

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shareholders of PCCT and Spectaire, (ii) the absence of any legal restraints on the Closing, (iii) PCCT having at least $5,000,001 of net tangible assets upon Closing, and (iv) receipt 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.

PCCT's obligation to consummate the Business Combination is also subject to, among other things, (i) the accuracy of the representations and warranties of Spectaire as of the date of the Merger Agreement and as of the Closing, (ii) each of the covenants of Spectaire having been performed in all material respects, and (iii) the absence of any continuing Company Material Adverse Effect (as defined in the Merger Agreement) after the date of the Merger Agreement.

Spectaire's obligation to consummate the Merger is also subject to, among other things, (i) the accuracy of the representations and warranties of PCCT as of the . . .

Item 7.01 Regulation FD Disclosure

On January 17, 2023, PCCT and Spectaire issued a joint press release (the "Press Release") announcing the execution of the Merger Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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

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to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of PCCT 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 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

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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 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 [phone]. . . .

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
2.1             Agreement and Plan of Merger, dated as of January 16, 2023, among
              Perception Capital Corp. II, Perception Spectaire Merger Sub Corp., and
              Spectaire Inc.

10.1            Forward Purchase Agreement, dated as of January 14, 2023, among
              Perception Capital Corp. II, Spectaire Inc. and Meteora Special
              Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select
              Trading Opportunities Master, LP.

10.2          S  ponsor Support Agreement, dated as of January 16, 2023, among
              Perception Capital Partners II LLC, certain of PCCT's directors and
              officers, Perception Capital Corp. II and and Spectaire Inc.

99.1            Press Release, dated as of January 17, 2023

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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