Brian Semkiw - Oct 19, 2023 Form 4 Insider Report for Spectaire Holdings Inc. (PCCTW)

Role: Chairman & CEO, Director
Signature: /s/ Leonardo Fernandes, Attorney-in-Fact
Stock symbol: PCCTW
Transactions as of: Oct 19, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/23/2023, 08:46 PM
Next filing: Oct 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PCCTW	Common Stock	Award		+1.71M			1.71M	Oct 19, 2023	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PCCTW	Earnout Rights	Award		+1.17M			1.17M	Oct 19, 2023	Common Stock	1.17M		Direct	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of January 16, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Perception Capital Corp. II), Perception Spectaire Merger Sub Corp. and Spectaire, Inc. ("Legacy Spectaire"), pursuant to which share of common stock of Legacy Spectaire automatically converted into the right to receive (i) cash and Common Stock of the Issuer and (ii) the right to receive Earnout Shares (as defined below). Pursuant to the Merger Agreement, each unvested award of restricted stock units of Legacy Spectaire automatically converted into the right to receive (i) securities of the Issuer with the same terms and conditions and (ii) the right to receive Earnout Shares, which will be subject to the reporting person's continued service to the Issuer.
F2	Includes 937,995 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire.
F3	Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock (the "Earnout Share") upon the satisfaction of certain price thresholds. Pursuant to an "earnout" provision in the Merger Agreement, the Earnout Shares may be issued in three equal tranches upon the volume-weighted price per share of the Issuer's 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 Issuer's business combination.