Item 5.07Submission of Matters to a Vote of Security Holders.
On April 27, 2023, Perception Capital Corp. II (the "company") held an
extraordinary general meeting of shareholders (the "special meeting"), at which
the proposed charter amendments (as defined below) were voted on and approved.
As of the close of business on April 10, 2023, the record date for the special
meeting, there were 2,457,892 Class A ordinary shares, par value $0.0001 per
share ("Class A ordinary shares"), and 5,750,000 Class B ordinary shares, par
value $0.0001 per share ("Class B ordinary shares," and together with Class A
ordinary shares, the "ordinary shares"), entitled to vote at the special
meeting. An aggregate of 7,736,750 ordinary shares, or approximately 94.3% of
the 8,207,892 ordinary shares outstanding and entitled to vote, were represented
at the special meeting in person or by proxy, constituting a quorum. A summary
of the voting results and matters presented at the special meeting is set forth
below.
Proposal No. 1 - The Extension Amendment
Shareholders approved, by special resolution, the proposal to amend the
company's amended and restated memorandum and articles of association (the
"charter") to further extend the date by which the company must either (1)
consummate a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination (the "initial business
combination") or (2) (i) cease its operations except for the purpose of winding
up and (ii) redeem all outstanding Class A ordinary shares included as part of
the units sold in its initial public offering, from May 1, 2023 to November 1,
2023 (the "extension amendment"). The voting results for the extension amendment
were as follows:
For Against Abstain Broker Non-Votes
7,736,750 0 0 -
Proposal No. 2 - The Redemption Limitation Amendment
Shareholders approved, by special resolution, the proposal to amend the charter
to eliminate the limitation that the company may not redeem Class A ordinary
shares to the extent that such redemption would result in the company having net
tangible assets of less than $5,000,001 (the "redemption limitation") in order
to allow the company to redeem Class A ordinary shares irrespective of whether
such redemption would exceed the redemption limitation (the "redemption
limitation amendment" and, together with the extension amendment, the "proposed
charter amendments"). The voting results for the redemption limitation amendment
were as follows:
For Against Abstain Broker Non-Votes
7,736,750 0 0 -
On April 27, 2023, to effectuate the proposed charter amendments, the company
filed with the Cayman Islands Registrar of Companies an amendment to the charter
(the "charter amendment"). The foregoing description of the charter amendment
does not purport to be complete and is qualified in its entirety by the terms of
the charter amendment, a copy of which is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Redemption
In connection with the vote to approve the proposed charter amendments, 17
shareholders properly exercised their right to redeem an aggregate of 376,977
Class A ordinary shares, at a redemption price of approximately $10.70 per
share, for an aggregate redemption amount of approximately $4,033,653.90.
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
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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
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
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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 has filed a proxy
statement (File No. 001-40976) with the SEC on March 29, 2023 which is subject
to change and 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 reviewed by
the SEC, PCCT will mail a definitive proxy statement, when available, to its
shareholders. The definitive 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 are able to obtain free copies of the proxy
statement 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 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
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3.1 Amendment to Amended and Restated Memorandum and Articles of Association
of the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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