Joerg Mosolf - Oct 19, 2023 Form 4/A - Amendment Insider Report for Spectaire Holdings Inc. (PCCTW)

Role: Director
Signature: /s/ Leonardo Fernandes, Attorney-in-fact
Stock symbol: PCCTW
Transactions as of: Oct 19, 2023
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 10/24/2023, 04:01 PM
Date Of Original Report: Oct 23, 2023
Next filing: Oct 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PCCTW	Common Stock	Other		+1.81M			1.81M	Oct 19, 2023	By MLabCapital GmbH	F1, F2

* 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	The Form 4 filed on October 23, 2023 contained a scrivener's error in the number of shares of Common Stock beneficially owned by the Reporting Person indirectly through MLabCapital GmbH. This amendment has been filed solely to correct the number of shares of Common Stock beneficially owned by the Reporting Person indirectly through MLabCapital GmbH from 1,935,944 to 1,812,062.

Content

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.

The Form 4 filed on October 23, 2023 contained a scrivener's error in the number of shares of Common Stock beneficially owned by the Reporting Person indirectly through MLabCapital GmbH. This amendment has been filed solely to correct the number of shares of Common Stock beneficially owned by the Reporting Person indirectly through MLabCapital GmbH from 1,935,944 to 1,812,062.