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

Signature
/s/ Leonardo Fernandes
Stock symbol
PCCTW
Transactions as of
Oct 19, 2023
Transactions value $
$0
Form type
4
Date filed
10/23/2023, 08:48 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PCCTW Common Stock Award +108K 108K 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 +74K 74K Oct 19, 2023 Common Stock 74K 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.1.
F2 Includes 99,402 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.