Spectaire Inc., Innovative Emissions Monitoring Provider, to Go Public via Business Combination with Perception Capital Corp. II

January 17, 2023 08:00 AM Eastern Standard Time WATERTOWN, Mass. & WAYZATA, Minn.--(BUSINESS WIRE)--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').

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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.