PCCTU Perception Capital Corporation II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

PERCEPTION CAPITAL CORP. II

(Name of Registrant as Specified in its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION DATED MARCH 29, 2023

PERCEPTION CAPITAL CORP. II

315 Lake Street East, Suite 301

Wayzata, MN 55391

Dear Perception Capital Corp. II Shareholders:

You are cordially invited to attend the extraordinary general meeting of Perception Capital Corp. II, a Cayman Islands exempted company (“PCCT” and, after the Domestication as described below, “NewCo”), at [●], Eastern Time, on [●], 2023, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Avenue, Palo Alto, CA 94301 (the “Special Meeting”), or at such other time on such other date and at such other place to which the meeting may be postponed or adjourned, or virtually via live webcast at https://www.cstproxy.com/[●]. You will be able to attend the Special Meeting online, vote, view the list of shareholders entitled to vote thereat and submit your questions during the Special Meeting by visiting [●]. The accompanying proxy statement is dated [●], 2023, and is first being mailed to PCCT shareholders on or about [●], 2023.

At the Special Meeting, PCCT shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt the Agreement and Plan of Merger, dated as of January 16, 2023 (as the same may be amended from time to time, the “Merger Agreement”), by and among PCCT, Perception Spectaire Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of PCCT (“Merger Sub”), and Spectaire Inc., a Delaware corporation (“Spectaire”), a copy of which is attached as Annex A to the accompanying proxy statement. The Merger Agreement provides for, among other things, following the Domestication of PCCT to Delaware as described below, the merger of Merger Sub with and into Spectaire (the “Merger”), with Spectaire surviving the Merger as a wholly-owned subsidiary of NewCo, in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in the accompanying proxy statement.

The board of directors of PCCT (the “PCCT Board”) has unanimously approved a change of PCCT’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger Agreement and other transactions contemplated thereby, the “Business Combination”). As more fully described elsewhere in the accompanying proxy statement, PCCT shareholders will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination, PCCT will change its name to “Spectaire Holdings Inc.” As used herein and in the accompanying proxy statement, “NewCo” refers to PCCT following the Domestication and Business Combination, including after such change of name to “Spectaire Holdings Inc.”, as applicable.

As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of PCCT (“PCCT Class A Ordinary Shares”), will convert automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of Spectaire Holdings Inc. (“NewCo Common Stock”), (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of PCCT (“PCCT Class B Ordinary Shares” and, together with the PCCT Class A Ordinary Shares, the “PCCT Ordinary Shares”), will convert automatically, on a one-for-one basis, into shares of NewCo Common Stock, (3) each of the then issued and outstanding redeemable warrants of PCCT (“PCCT Warrants”) will convert automatically into a warrant to acquire one share of NewCo Common Stock (“NewCo Warrants”), pursuant to the warrant agreement, dated as of October 27, 2021, between PCCT and Continental Stock Transfer & Trust Company (“Continental”), PCCT’s warrant agent, and (4) each of the then issued and outstanding units of PCCT that have not been previously separated into the underlying PCCT Class A Ordinary Shares and PCCT Warrants upon the request of the holder thereof (“PCCT Units”), will be cancelled, entitling the holder thereof to one share of NewCo Common Stock and one-half of one NewCo Warrant. As used herein, “Public Shares” means the PCCT Class A Ordinary Shares (including those underlying the PCCT Units) that were registered pursuant to the Registration Statement on Form S-1 (333-255107) and the shares of NewCo Common Stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication

and “Public Warrants” means those PCCT Warrants underlying the PCCT Units. For further information, see the section titled “The Domestication Proposal” of the accompanying proxy statement.

In addition to (1) the Business Combination Proposal and (2) the Domestication Proposal, PCCT shareholders will be asked to consider and vote upon (3) four separate proposals to approve material differences between PCCT’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “PCCT Governing Documents”) and the proposed certificate of incorporation and proposed bylaws of NewCo (collectively, the “Organizational Documents Proposals”), (4) a proposal to elect directors who, upon consummation of the Business Combination, will be the directors of NewCo (the “Director Election Proposal”), (5) a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Stock Market Listing Rule 5635, the issuance of NewCo Common Stock to (a) the Spectaire Stockholders (as defined in the accompanying proxy statement) pursuant to the Merger Agreement and (b) the Eligible Spectaire Equityholders (as defined in the accompanying proxy statement) pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (6) a proposal to approve and adopt the NewCo 2023 Incentive Award Plan (the “Equity Incentive Plan Proposal”) and (7) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal, the “Proposals”). The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these Proposals is more fully described in the accompanying proxy statement, which PCCT shareholders are encouraged to read carefully and in its entirety.

As a result of and upon the closing of the Business Combination (the “Closing”), among other things, all outstanding shares of common stock, par value $0.0001 per share, of Spectaire (“Spectaire Common Stock”) (after giving effect to the Spectaire Security Conversion, as defined in the accompanying proxy statement) as of immediately prior to the Closing, and, together with shares of Spectaire Common Stock reserved in respect of outstanding Spectaire Options and outstanding Spectaire RSUs (in each case, as defined in the accompanying proxy statement) as of immediately prior to the Closing that will be converted into options and restricted stock units based on Spectaire Common Stock, will be cancelled in exchange for the right to receive, or the option to purchase or restricted stock units covering (as applicable), an aggregate of approximately 12,500,000 shares of NewCo Common Stock equal to the difference of (a) the quotient obtained by dividing (i) the difference of (x) $125,000,000 minus (y) the lesser of (1) $6,250,000 and (2) the amount by which the Available Cash (as described elsewhere in the accompanying proxy statement) immediately after the Business Combination exceeds $5,000,000 by (ii) $10.00, minus (b) the Spectaire Award Shares, including, as applicable, a number of Spectaire Earnout Shares (in each case, as defined elsewhere in the accompanying proxy statement). In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the date of the Closing (the “Closing Date”), including (i) the Sponsor Support Agreement, (iii) the Amended and Restated Registration Rights Agreement and (iii) the Lock-Up Agreement (in each case, as defined and further discussed in the accompanying proxy statement). For additional information, see the section titled “The Business Combination Proposal—Related Agreements” in the accompanying proxy statement.

Pursuant to the PCCT Governing Documents, a holder of Public Shares (a “Public Shareholder”), which excludes shares held by Perception Capital Partners II LLC, PCCT’s sponsor (the “Sponsor”) and certain other holders of the PCCT Class B Ordinary Shares purchased by the Sponsor (the “Founder Shares”) prior to PCCT’s initial public offering (collectively, the “Initial Shareholders”), may request that PCCT redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. Holders of PCCT Units must elect to separate such units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If Public Shareholders hold their PCCT Units in an account at a brokerage firm or bank, such Public Shareholders must notify their broker or bank that they elect to separate

the PCCT Units into the underlying Public Shares and Public Warrants, or if a Public Shareholder holds PCCT Units registered in its own name, the Public Shareholder must contact the transfer agent directly and instruct it to do so. Public Shareholders may elect to redeem their Public Shares even if they vote “FOR” the Business Combination Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective Public Shareholder, broker or bank If the Business Combination is consummated and the Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, PCCT’s transfer agent, PCCT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of PCCT’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. The redemption of Public Shares will take place immediately prior to the Domestication when a redeeming Public Shareholder’s PCCT Class A Ordinary Shares are canceled in exchange for the right to receive the cash consideration described above. Such cash will be paid to redeeming Public Shareholders promptly after consummation of the Business Combination. See the section titled “Special Meeting of PCCT—Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed for the Public Shareholders who wish to redeem their Public Shares for cash.

The Sponsor and certain of PCCT’s directors have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, as amended, dated January 16, 2023 (the “Sponsor Support Agreement”), a copy of which is attached as Annex B to the accompanying proxy statement, and to waive their redemption rights with respect to all PCCT Ordinary Shares held by them in connection with the consummation of the Business Combination, subject to the terms and conditions contemplated in that certain letter agreement, dated as of October 27, 2021. The PCCT Ordinary Shares held by the parties to the Sponsor Support Agreement will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement, the Initial Shareholders owns approximately 70.1% of the issued and outstanding PCCT Ordinary Shares. If PCCT is unable to complete the Business Combination or another business combination by May 1, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), then the parties to the Sponsor Support Agreement will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold.

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions as described in the accompanying proxy statement, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholder of PCCT and stockholders of Spectaire, as applicable, (ii) the absence of any legal restraints on the Closing, (iii) PCCT having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act upon Closing, (iv) receipt of conditional approval for listing on the Nasdaq Stock Market LLC (“Nasdaq”) the shares of NewCo Common Stock to be issued in connection with the Merger and (v) the absence of a Spectaire material adverse effect (as described in the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement). There can be no assurances that PCCT, Merger Sub or Spectaire would waive any such provision of the Merger Agreement.

PCCT is providing the accompanying proxy statement and proxy card to PCCT’s shareholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by PCCT’s shareholders at the Special Meeting is included in the accompanying proxy statement. Whether or not you plan to attend the Special Meeting, all of PCCT’s shareholders are urged to read the accompanying proxy statement, including the annexes attached thereto and other documents referred to herein or therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 33 of the accompanying proxy statement.

After careful consideration, the PCCT Board has unanimously approved the Business Combination and recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals

presented to PCCT’s shareholders in the accompanying proxy statement. When you consider the recommendation of these proposals by the PCCT Board, you should keep in mind that PCCT’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “The Business Combination—Interests of PCCT’s Directors, Executive Officers and the Sponsor and its Affiliates in the Business Combination” in the accompanying proxy statement for a further discussion of these considerations.

The approval of the Domestication Proposal and each of the Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the PCCT Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The approval of the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the PCCT Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The Initial Shareholders collectively have the right to vote approximately 70.1% of the PCCT Ordinary Shares, and are expected to vote all of their shares in favor of each Proposal to be voted upon at the Special Meeting. Accordingly, it is expected that the PCCT Ordinary Shares held by the Initial Shareholders will be sufficient to establish a quorum and to approve the Proposals. Therefore, assuming Initial Shareholders all vote in favor of each Proposal and all outstanding PCCT Ordinary Shares held by the Initial Shareholders are represented at the Special Meeting in person or by proxy, the affirmative vote of additional Public Shares is not required to approve the Proposals.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee or intermediary, you will need to follow the instructions provided to you by your bank, broker or other nominee or intermediary to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement.

The PCCT Board has fixed the close of business on [●], 2023 as the record date for the Special Meeting. Only shareholders of record on [●], 2023 are entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee or intermediary how to vote, and do not attend the Special Meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. If you are a shareholder of record and you attend the Special Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PCCT’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT

EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

If you have questions regarding the accompanying proxy statement or need assistance voting your PCCT Ordinary Shares, you may contact Morrow Sodali LLC, PCCT’s proxy solicitor, by calling (800) 662-5200, or banks and brokers may call collect at (203) 658-9400, or by emailing pcct.info@investor.morrowsodali.com.

The PCCT Board would like to thank you for your support and looks forward to the successful completion of the Business Combination.

By Order of the PCCT Board,

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement is dated [●], 2023 and is first being mailed to shareholders on or about [●], 2023.

PERCEPTION CAPITAL CORP. II

315 Lake Street East, Suite 301

Wayzata, MN 55391

Organizational Documents Proposal B—to authorize the board of directors of NewCo (the “NewCo Board”) to issue any or all shares of NewCo Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the NewCo Board and as may be permitted by the DGCL (“Organizational Documents Proposal B”);

Organizational Documents Proposal C—to provide that the NewCo Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term (“Organizational Documents Proposal C”); and

Organizational Documents Proposal D—to authorize all other changes in connection with the replacement of the PCCT Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the accompanying proxy statement as Annex F and Annex G, respectively), including (1) changing the corporate name from “Perception Capital Corp. II” to “Spectaire Holdings, Inc.,” (2) making NewCo’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, and (4) removing certain provisions related to PCCT’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the board of directors of PCCT (the “PCCT Board”) believes is necessary to adequately address the needs of PCCT or NewCo after the Business Combination (“Organizational Documents Proposal D”);

Each of Proposal No. 1 through Proposal No. 6 (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement.

These items of business are described elsewhere in the accompanying proxy statement, which PCCT encourages you to read carefully and in its entirety before voting.

Only holders of record of PCCT Ordinary Shares at the close of business on [●], 2023 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

The accompanying proxy statement and proxy card are being provided to PCCT’s shareholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the

Special Meeting. Whether or not you plan to attend the Special Meeting, all of PCCT’s shareholders are urged to read the accompanying proxy statement, including the annexes and the documents referred to herein and therein, carefully and in their entirety. You should also carefully consider the risk factors described in the “Risk Factors” section beginning on page [●] of the accompanying proxy statement.

After careful consideration, the PCCT Board has unanimously approved the Business Combination and recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to PCCT’s shareholders in the accompanying proxy statement. When you consider the recommendation of these proposals by the PCCT Board, you should keep in mind that PCCT’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “The Business Combination—Interests of PCCT’s Directors, Executive Officers and the Sponsor and its Affiliates in the Business Combination” in the accompanying proxy statement for a further discussion of these considerations.

Pursuant to the PCCT Governing Documents, a holder of the PCCT Class A Ordinary Shares, including those underlying the units of PCCT (the “PCCT Units”), in each case, that were registered pursuant to the Registration Statement on Form S-1 (333-255107) offered and sold by PCCT in its initial public offering (the “Public Shares”), which excludes shares held by Perception Capital Partners II LLC, PCCT’s sponsor (the “Sponsor”) and certain other holders of the PCCT Class B Ordinary Shares purchased by the Sponsor (the “Founder Shares”) prior to PCCT’s initial public offering (collectively, the “Initial Shareholders”) may request that PCCT redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares (a “Public Shareholder”), you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Public Shareholders must complete the procedures for electing to redeem their Public Shares in a manner described above prior to 5:00 p.m., Eastern Time, on [●], 2023 (two business days before the Special Meeting) in order for their shares to be redeemed.

Holders of PCCT Units must elect to separate such units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their PCCT Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the PCCT Units into the underlying Public Shares and Public Warrants, or if a holder holds PCCT Units registered in its own name, the holder must contact Continental, PCCT’s transfer agent, directly and instruct them to do so. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective Public Shareholder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, PCCT’s transfer agent, PCCT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of PCCT’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no

longer own Public Shares. The redemption of Public Shares will take place immediately prior to the Domestication when a redeeming Public Shareholder’s PCCT Class A Ordinary Shares are canceled in exchange for the right to receive the cash consideration described above. Such cash will be paid to redeeming Public Shareholders promptly after consummation of the Business Combination. See “Special Meeting of PCCT—Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

The Sponsor and certain of PCCT’s directors have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement, as amended, dated January 16, 2023 (the “Sponsor Support Agreement”), a copy of which is attached to the accompanying proxy statement as Annex B, and to waive their redemption rights with respect to all PCCT Ordinary Shares held by them in connection with the consummation of the Business Combination, subject to the terms and conditions contemplated in that certain letter agreement, dated as of October 27, 2021. The PCCT Ordinary Shares held by the Sponsor and other parties to the letter agreement will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement, the Sponsor and certain initial shareholders owns approximately 70.1% of the issued and outstanding PCCT Ordinary Shares. If PCCT is unable to complete the Business Combination with Spectaire or another initial business combination by May 1, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), then the Sponsor and certain initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold.

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions as described in the accompanying proxy statement, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholder of PCCT and stockholders of Spectaire, as applicable, (ii) the absence of any legal restraints on the Closing, (iii) PCCT having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon Closing, (iv) receipt of conditional approval for listing on the Nasdaq Stock Market LLC the shares of NewCo Common Stock to be issued in connection with the Merger and (v) the absence of a Spectaire material adverse effect (as described in the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement). There can be no assurances that PCCT, Merger Sub or Spectaire would waive any such provision of the Merger Agreement.

The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the PCCT Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The approval of each of the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of a majority of the PCCT Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting.

The Initial Shareholders collectively have the right to vote approximately 70.1% of the PCCT Ordinary Shares, and are expected to vote all of their shares in favor of each Proposal to be voted upon at the Special Meeting. Accordingly, it is expected that the PCCT Ordinary Shares held by the Initial Shareholders will be sufficient to establish a quorum and to approve each Proposal. Therefore, assuming the Initial Shareholders all vote in favor of each Proposal and all outstanding PCCT Ordinary Shares held by the Initial Shareholders are represented at the Special Meeting in person or by proxy, the affirmative vote of additional Public Shares is not required to approve the Proposals.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. If you are a shareholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement following this notice (including the annexes attached hereto and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. You are encouraged to read the accompanying proxy statement carefully and in its entirety, including the annexes attached hereto and other documents referred to herein. If you have any questions or need assistance voting your public shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing pcct.info@investor.morrowsodali.com.

Thank you for your participation. PCCT looks forward to your continued support.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PCCT’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

i

ii

BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement, unless otherwise noted or the context otherwise requires, references to:

“Aggregate Cash Consideration” are to an amount in cash equal to (i) the Available Cash minus (ii) $5,000,000; provided that the Aggregate Cash Consideration shall not exceed $6,250,000; provided, further, that the Aggregate Cash Consideration shall be zero if the Available Cash is equal to or less than $5,000,000;

“Aggregate Fully Diluted Spectaire Common Stock” are to (a) the aggregate number of shares of Spectaire Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (after giving effect to the Spectaire Security Conversion) or (ii) issuable upon, or subject to, the exercise or settlement, as applicable, of Spectaire Options and Spectaire RSUs (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time minus (b) a number of shares equal to (x) the Aggregate Option Exercise Price divided by (y) the Per Share Award Consideration; provided, that any Spectaire Option with an exercise price equal to or greater than the Per Share Award Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted Spectaire Common Stock;

“Aggregate Loan Amount” are to the aggregate of all the Loan Amounts;

“Aggregate Option Exercise Price” are to the sum of the aggregate cash exercise prices of all Spectaire Options that are outstanding, unexercised and have an exercise price less than the Per Share Award Consideration, in each case, as of immediately prior to the Effective Time;

“Aggregate Stock Consideration” are to the number of shares of NewCo Common Stock equal to the difference of (a) the quotient obtained by dividing (i) the difference of (x) $125,000,000 minus (y) the Aggregate Cash Consideration by (b) $10.00 minus (ii) the Spectaire Award Shares;

“Ancillary Agreements” are to the Sponsor Support Agreement, the Spectaire Stockholder Written Consent and the Forward Purchase Agreement.

“Available Cash” are to an amount in cash equal to the difference of (i) the sum of (a) the aggregate cash proceeds actually received by PCCT and Spectaire following the date of the Merger Agreement and substantially concurrently with or prior to the Closing from any financing transaction or similar capital raise plus (b) all amounts available in the Trust Account, immediately prior to the Closing (after deducting the PCCT Share Redemption Amount) minus (ii) the amount required to pay (a) all transaction expenses of PCCT;

“Business Combination” are to the Domestication together with the Merger;

“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (as amended);

“Closing” are to the closing of the Business Combination;

“Closing Date” are to the date of the Closing;

“Condition Precedent Approvals” are to approval at the Special Meeting of the Condition Precedent Proposals;

“Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal, collectively;

“Continental” are to Continental Stock Transfer & Trust Company;

iii

“DGCL” are to the General Corporation Law of the State of Delaware;

“Domestication” are to the domestication of Perception Capital Corp. II as a corporation incorporated in the State of Delaware in accordance with Section 388 of the DGCL;

“Earnout Period” are to the time period between the Closing Date and the five-year anniversary of the Closing Date;

“Earnout Triggering Event I” are to the first date after the Closing Date, but within the Earnout Period, on which the volume-weighted average trading sale price of one share of NewCo Common Stock quoted on Nasdaq is greater than or equal to $15.00 for any twenty trading days within any thirty consecutive trading day period;

“Earnout Triggering Event II” are to the first date after the Closing Date, but within the Earnout Period, on which the volume-weighted average trading sale price of one share of NewCo Common Stock quoted on Nasdaq is greater than or equal to $20.00 for any twenty trading days within any thirty consecutive trading day period;

“Earnout Triggering Event III” are to the first date after the Closing Date, but within the Earnout Period, on which the volume-weighted average trading sale price of one share of NewCo Common Stock quoted on Nasdaq is greater than or equal to $25.00 for any twenty trading days within any thirty consecutive trading day period;

“Earnout Triggering Events” are to Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III;

“Effective Time” are to the date and time the Merger becomes effective;

“Eligible Spectaire Equityholder” are to a holder of (a) a share of Spectaire common stock (after giving effect to the Spectaire Security Conversion) or (b) a Spectaire Option or (c) Spectaire RSU, in each case immediately prior to the Effective Time;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Ratio” are to the quotient of (i) 12,500,000, divided by (ii) the Aggregate Fully Diluted Spectaire Common Stock;

“Extension Amendment” are to the amendment approved by PCCT’s shareholders on October 28, 2022 to extend the date by which PCCT must consummate its initial business combination from November 1, 2022, to May 1, 2023;

“Extension Note” are to that certain convertible promissory note issued by PCCT to the Sponsor in the aggregate principal amount of up to $720,000;

“Extension Warrants” are to the warrants that are issuable at the Closing if the Sponsor elects to exercise its option to convert up to $720,000 of the unpaid principal balance of the Extension Note into whole warrants at a conversion price of $1.00;

“Forward Purchase Agreement” are to that certain Forward Purchase Agreement, dated January 14, 2023, by and among PCCT, Spectaire, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP;

“Founder Shares” are to the PCCT Class B Ordinary Shares purchased by the Sponsor in a private placement prior to the Initial Public Offering, and the PCCT Class A Ordinary Shares that will be issued upon the conversion thereof;

iv

“GAAP” are to accounting principles generally accepted in the United States of America;

“Initial Public Offering” are to PCCT’s initial public offering that was consummated on November 1, 2021;

“Initial Shareholders” are to the holders of the Founder Shares prior to the Business Combination;

“IPO Registration Statement” are to the Registration Statement on Form S-1 (333-255107) filed by PCCT in connection with its Initial Public Offering, which was declared effective on October 27, 2021;

“IPO Underwriters” are to Jefferies, Moelis and Nomura.

“IRS” are to the U.S. Internal Revenue Service;

“Jefferies” are to Jefferies LLC.

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

“Loan Amount” are to an amount equal to 10% of the aggregate gross proceeds received by Spectaire in any financing transaction in which Spectaire issues and sells equity, equity-linked or debt securities to any person prior to the Closing;

“Merger Agreement” are to the Agreement and Plan of Merger, dated as of January 16, 2023, by and among PCCT, Merger Sub and Spectaire attached to this proxy statement as Annex A;

“Merger” are to the merger of Merger Sub with and into Spectaire, with Spectaire surviving the Merger as a wholly owned subsidiary of NewCo;

“Merger Sub” are to Perception Spectaire Merger Sub Corp, a Delaware corporation and wholly owned subsidiary of PCCT;

“NewCo Board” are to the board of directors of NewCo;

“NewCo Common Stock” are to shares of NewCo common stock, par value $0.0001 per share;

“NewCo Equity Incentive Plan” are to the NewCo 2023 Incentive Award Plan;

“NewCo Options” are to options to purchase shares of NewCo Common Stock;

“NewCo Preferred Stock” are to shares of NewCo preferred stock, par value $0.0001 per share;

“NewCo Restricted Shares” are to an award of restricted shares related to the NewCo Common Stock;

“NewCo RSU” are to restricted stock units related to the NewCo Common Stock;

“NewCo Warrants” are to the redeemable warrants of NewCo, entitling the holders thereof to one share of NewCo Common Stock;

“Nomura” are to Nomura Securities International, Inc.;

v

“PCCT” are to Perception Capital Corp. II prior to its domestication as a corporation in the State of Delaware;

“PCCT Board” are to the board of directors of PCCT;

“PCCT Class A Ordinary Shares” are to PCCT’s Class A ordinary shares, par value $0.0001 per share (prior to the Domestication);

“PCCT Class B Ordinary Shares” are to PCCT’s Class B ordinary shares, par value $0.0001 per share (prior to the Domestication);

“PCCT Governing Documents” are to PCCT’s Amended and Restated Memorandum and Articles of Association, as amended from time to time;

“PCCT Ordinary Shares” are to the PCCT Class A Ordinary Shares and the PCCT Class B Ordinary Shares, collectively;

“PCCT Record Date” are to [●], 2023;

“PCCT Share Redemption” are to the election of an eligible holder of PCCT Class A Ordinary Shares to redeem all or a portion of the shares of PCCT Class A Ordinary Shares held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit of the Trust Account;

“PCCT Share Redemption Amount” are to the aggregate amount payable with respect to all PCCT Share Redemptions;

“PCCT Units” are to the units of PCCT, each unit representing one PCCT Class A Ordinary Share and one-half of one redeemable warrant to acquire one PCCT Class A Ordinary Share, that were offered and sold by PCCT in its Initial Public Offering and registered pursuant to the IPO Registration Statement (less the number of units that have been separated into the underlying Public Shares and underlying Public Warrants upon the request of the holder thereof);

“PCCT Warrants” are to the Public Warrants and the Private Placement Warrants;

“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

“Per Share Award Consideration” are to a dollar value equal to the quotient of (i) $125,000,000, divided by (ii) the number of Aggregate Fully Diluted Spectaire Common Stock;

“Per Share Cash Consideration” are to the quotient of (a) the Aggregate Cash Consideration, divided by (b) the aggregate number of shares of Spectaire Common Stock that are issued and outstanding immediately prior to the Effective Time after giving effect to the Spectaire Security Conversion;

“Per Share Stock Consideration” are to a number of shares of NewCo Common Stock equal to the quotient of (i) the Aggregate Stock Consideration, divided by (ii) the aggregate number of shares of Spectaire Common Stock that are issued and outstanding immediately prior to the Effective Time after giving effect to the Spectaire Security Conversion;

“Private Placement Warrants” are to the warrants issued by PCCT to the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering;

“Pro Forma” are to giving pro forma effect to the Business Combination and the other related events contemplated by the Merger Agreement;

vi

“Pro Rata Share” are to, for each Eligible Spectaire Equityholder, a percentage determined by dividing (i) the total number of (a) shares of Spectaire Common Stock issued and outstanding immediately prior to the Effective Time (after taking into account the Spectaire Security Conversion and including any Spectaire Restricted Shares) held by such Eligible Spectaire Equityholder immediately prior to the Effective Time, plus (b) shares of Spectaire Common Stock subject to Spectaire Options that are outstanding and held by such Eligible Spectaire Equityholder immediately prior to the Effective Time, plus (c) shares of Spectaire Common Stock subject to unsettled Spectaire RSUs that are outstanding and held by such Eligible Spectaire Equityholder immediately prior to the Effective Time, by (ii) the total number of (a) shares of Spectaire Common Stock issued and outstanding immediately prior to the Effective Time (after taking into account the Spectaire Security Conversion and including any Spectaire Restricted Shares), plus (b) shares of Spectaire Common Stock subject to Spectaire Options that are outstanding and held by the Eligible Spectaire Equityholders immediately prior to the Effective Time, calculated using the treasury stock method of accounting, plus (c) shares of Spectaire Common Stock subject to Spectaire RSUs that are outstanding and held by the Eligible Spectaire Equityholders immediately prior to the Effective Time;

“Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal, collectively;

“Proposed Bylaws” are to the proposed bylaws of NewCo upon the effective date of the Domestication attached to this proxy statement as Annex G;

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of NewCo upon the effective date of the Domestication attached to this proxy statement as Annex F;

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws, collectively;

“Public Shareholders” are to holders of Public Shares, whether acquired in PCCT’s Initial Public Offering or acquired in the secondary market;

“Public Shares” are to the PCCT Class A Ordinary Shares (including those that underlie the PCCT Units) that were offered and sold by PCCT in its Initial Public Offering and registered pursuant to the IPO Registration Statement or the shares of NewCo Common Stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“Public Warrants” are to the redeemable warrants (including those that underlie the PCCT Units) that were offered and sold by PCCT in its Initial Public Offering and registered pursuant to the IPO Registration Statement or the redeemable warrants of NewCo issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“Redemption” are to each redemption of Public Shares for cash pursuant to the PCCT Governing Documents and the Proposed Organizational Documents;

“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among NewCo, the Sponsor, the other parties to the Sponsor Support Agreement and the Spectaire Stockholders;

“Requisite Spectaire Stockholders” are to the holders of Spectaire Capital Stock set forth on Spectaire’s disclosure letter;

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

vii

“SEC” are to the United States Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

“Special Meeting” are to the special meeting of shareholders of PCCT to be held at [●], on [●], 2023;

“Spectaire” are to Spectaire Inc. prior to the Business Combination;

“Spectaire Award Shares” are to a whole number of shares of NewCo Common Stock (rounded down to the nearest whole share) equal to the product of (i) the aggregate number of shares of Spectaire Common Stock subject to (a) each of the outstanding, unexercised Spectaire Options with an exercise price less than the Per Share Award Consideration as of immediately prior to the Effective Time and (b) outstanding Spectaire RSUs as of immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio;

“Spectaire Capital Stock” are to shares of Spectaire Common Stock and shares of Spectaire Preferred Stock;

“Spectaire Common Stock” are to shares of Spectaire common stock, par value $0.0001 per share, including shares of Spectaire Restricted Shares;

“Spectaire Convertible Notes” are to the convertible promissory notes of Spectaire outstanding as of January 16, 2023;

“Spectaire Earnout Shares” are to those 7,500,000 additional shares of NewCo Common Stock which may be issued in three equal tranches upon the volume-weighted price per share of NewCo 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 Date;

“Spectaire Incentive Plan” are to Spectaire’s 2022 Equity Incentive Plan, as amended from time to time;

“Spectaire Note Conversion” are to the agreement of each holder of Spectaire Convertible Notes to convert such holders’ aggregate outstanding amounts under their respective Spectaire Convertible Notes, including all principal and interest accrued thereon at the time of the conversion, into shares of Spectaire Common Stock;

“Spectaire Option” are to an option to purchase shares of the Spectaire Common Stock granted under the Spectaire Incentive Plan;

“Spectaire Preferred Conversion” are to the conversion of each share of Spectaire Preferred Stock into one share of Spectaire Common Stock, at the Effective Time;

“Spectaire Preferred Stock” are to the Series Seed Preferred Stock, par value $0.0001 per share, of Spectaire;

“Spectaire Restricted Share” are to any share of Spectaire Common Stock that is subject to vesting conditions and/or a risk of forfeiture;

“Spectaire RSU” are to a restricted stock unit relating to the Spectaire Common Stock granted under the Spectaire Incentive Plan;

“Spectaire Security Conversion” are to the Spectaire Note Conversion and the Spectaire Preferred Conversion, collectively;

“Spectaire Stockholders” are to the stockholders of Spectaire prior to the Closing;

viii

“Spectaire Stockholder Written Consent” are to the irrevocable written consent, pursuant to which, among other things, the Requisite Spectaire Stockholders adopted and approved the Merger Agreement and the transactions contemplated thereby;

“Sponsor” are to Perception Capital Partners II LLC, a Delaware limited liability company;

“Sponsor Support Agreement” are to that certain Support Agreement, dated as of January 16, 2023, by and among the Sponsor, the other parties listed on Schedule I of the Sponsor Support Agreement, PCCT and Spectaire, as amended or modified from time to time;

“Trust Account” are to the trust account established at the consummation of the Initial Public Offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

“Trust Agreement” are to the Investment Management Trust Agreement, dated October 27, 2021, by and between PCCT and Continental, as trustee; and

“Warrant Agreement” are to the Warrant Agreement, dated as of October 27, 2021, between PCCT and Continental.

Unless otherwise stated in this proxy statement or the context otherwise requires, all references in this proxy statement to PCCT Class A Ordinary Shares, shares of NewCo Common Stock or the Warrants include such securities underlying the PCCT Units.

ix

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names, copyrights, products and service marks belonging to Spectaire and other entities. Solely for convenience, trademarks, trade names, copyrights, products and service marks referred to in this proxy statement may appear without the ^®, M and SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names, copyrights, products and service marks. PCCT does not intend its use or display of other companies’ trademarks, trade names, copyrights, products and service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

x

QUESTIONS AND ANSWERS

The following questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting, including with respect to the Business Combination. The following questions and answers may not include all the information that is important to PCCT shareholders. Shareholders are urged to read carefully this proxy statement in its entirety, including the annexes attached hereto and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

xi

Upon consummation of the Domestication, PCCT will change its name to “Spectaire Holdings Inc.” and shares of NewCo Common Stock will be listed on Nasdaq under the symbol “SPEC.” The NewCo Common Stock will be the only outstanding class of common stock upon and following the consummation of the Business Combination. Furthermore, upon consummation of the Business Combination, the NewCo Warrants will be listed on Nasdaq under the symbol “SPECW.” The PCCT Units will not be traded on Nasdaq following consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders of such units. PCCT shareholders who do not elect to have their PCCT Class A Ordinary Shares redeemed need not deliver their PCCT Class A Ordinary Shares to PCCT or to PCCT’s transfer agent and such securities will remain outstanding.

At the Effective Time, all shares of Spectaire Common Stock issued and outstanding immediately prior to the Closing (after giving effect to the Spectaire Security Conversion, but excluding (i) shares subject to Spectaire Options and Spectaire RSUs, (ii) Spectaire Restricted Shares, (iii) any shares of Spectaire Common Stock held in the treasury of Spectaire, which treasury shares shall be canceled as part of the Merger and shall not constitute capital stock of Spectaire (“Treasury Shares”) and (iv) any shares of Spectaire Common Stock held by Spectaire Stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL (“Dissenting Shares”)) will be canceled and converted into the right to receive a portion of the Aggregate Merger Consideration.

At the Effective Time, each Spectaire Option will convert into (1) an option to purchase shares of NewCo Common Stock upon substantially the same terms and conditions as are in effect with respect to the corresponding Spectaire Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, with adjustments based on the Exchange Ratio; and (2) the right to receive its pro rata portion of the Spectaire Earnout Shares.

At the Effective Time, each Spectaire RSU will convert into (1) a restricted stock unit relating to shares of NewCo Common Stock upon substantially the same terms and conditions as are in effect with respect to such Spectaire RSU immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, with adjustments based on the Exchange Ratio; and (2) the right to receive its pro rata portion of the Spectaire Earnout Shares.

xii

At the Effective Time, each Spectaire Restricted Share will convert into (1) an award of restricted shares of NewCo Common Stock upon substantially the same terms and conditions as are in effect with respect to such award of Spectaire Restricted Shares immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, with adjustments based on the Exchange Ratio; and (2) the right to receive its pro rata portion of the Spectaire Earnout Shares. See the section entitled “The Merger Agreement—Merger Consideration; Conversion of Shares” for more information.

xiii

As discussed more fully under “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S.

xiv

Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

PCCT does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations,” PCCT believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, would generally require a U.S. Holder to recognize gain on the exchange of PCCT Class A Ordinary Shares or Public Warrants for NewCo Common Stock or NewCo Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations—PFIC Considerations—D. QEF Election and Mark-to-Market Election” with respect to their PCCT Class A Ordinary Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to Public Warrants, and the application of the PFIC rules to Public Warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations.”

Each U.S. Holder of PCCT Class A Ordinary Shares or Public Warrants should consult its tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of PCCT Class A Ordinary Shares and Public Warrants for NewCo Common Stock and NewCo Warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s NewCo Common Stock after the Domestication.

xv

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders should consult their tax advisors regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

PCCT will hold the Special Meeting to consider and vote upon the Proposals. Consummation of the Business Combination is conditioned on the approval of each of the Condition Precedent Proposals, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the other Condition Precedent Proposals will not be presented to shareholders for a vote.

xvi

This proxy statement contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Shareholders should read this proxy statement carefully, including the annexes and the other documents referred to herein.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

Based on its due diligence investigations of Spectaire and the industry in which they operate, including the financial and other information provided by Spectaire in the course of their negotiations in connection with the Merger Agreement, PCCT believes that the Business Combination with Spectaire is advisable and in the best interests of PCCT and its shareholders. See the section entitled “The Business Combination—The PCCT Board’s Reasons for Approval of the Merger.”

xvii

Under the PCCT Governing Documents, the Merger may be consummated only if PCCT has at least $5,000,001 of net tangible assets after giving to all holders of Public Shares that properly demand redemption of their shares their pro rata portion of cash held in the Trust Account.

Any request for redemption, once made by a Public Shareholder, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your Public Shares for redemption to PCCT’s transfer agent and later decide prior to such time not to elect redemption, you may request that PCCT’s transfer agent return the Public Shares (physically or electronically).

If a Public Shareholder properly makes a request for redemption and the Public Shares are delivered as described to PCCT’s transfer agent as described herein, then, if the Merger is consummated, PCCT will

xviii

redeem those shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and you will cease to have any rights as a PCCT shareholder (other than the right to receive the redemption amount) upon consummation of the Merger.

Because any redemptions of PCCT Class A Ordinary Shares will occur immediately prior to the Domestication, holders exercising redemption rights will be subject to the tax consequences of the U.S. federal income tax rules relating to PFICs, which are discussed more fully below under “U.S. Federal Income Tax Considerations.”

All holders considering exercising redemption rights should consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing) and (2) the redemption of all of the Public Shares if PCCT is unable to complete a business combination by May 1, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date) (the “Completion Window”), subject to applicable law.

xix

After consummation of the Merger, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Merger and for NewCo’s working capital and general corporate purposes.

xx

xxi

xxii

xxiii

xxiv

Given the interests described above, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the NewCo Common Stock trades below the price initially paid for the PCCT Units in the Initial Public Offering and the Public Shareholders experience a negative rate of return following the completion of the Business Combination. Thus, the Sponsor and its affiliates may have more of an economic incentive for PCCT to, rather than liquidate if it fails to complete an initial business combination by the Completion Window, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares.

The PCCT Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Business Combination be approved by the shareholders of PCCT. See the section entitled “The Business Combination—Interests of PCCT’s Directors and Executive Officers and the Sponsor and its Affiliates in the Business Combination.” The PCCT Board concluded that the Merger Agreement and the Business Combination are fair from a financial point of view to and in the best interests of PCCT and its shareholders. In view of the wide variety of factors considered by the PCCT Board in connection with its evaluation, negotiation and recommendation of the Business Combination and related transactions and the complexity of these matters, the PCCT Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the PCCT Board based its evaluation, negotiation and recommendation of the Business Combination on the totality of the information presented to and considered by it. The PCCT Board evaluated the reasons described above with the assistance of PCCT’s outside advisors. In considering the factors described above and any other factors, individual members of the PCCT Board may have viewed factors differently or given different weights to other or different factors.

After careful consideration, the PCCT Board unanimously (i) declared the advisability of the Business Combination and the other transactions contemplated by the Merger Agreement and (ii) determined that the Business Combination and the other transactions contemplated by the Merger Agreement are in the best interests of PCCT and its shareholders.

xxv

Under Nasdaq rules, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a PCCT shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any of the Condition Precedent Proposals.

If you are a PCCT shareholder that attends the Special Meeting virtually and you fail to vote on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal or the Stock Issuance Proposal, your failure to vote will have no effect on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal or the Stock Issuance Proposal.

xxvi

Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your PCCT Ordinary Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Morrow Sodali LLC

333 Ludlow St., 5th Floor, South Tower

Stamford, Connecticut 06902

Shareholders may call toll free: (800) 662-5200

Banks and Brokers may call collect: (203) 658-9400

PCCT.info@investor.morrowsodali.com

You may also obtain additional information about PCCT from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your shares (either physically or electronically) to PCCT’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

xxvii

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

RISK FACTORS

In addition to the other information contained in this proxy statement, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the Proposals presented in this proxy statement.

Risks Related to the Business of Spectaire

The success of NewCo’s business is dependent on NewCo’s ability to keep pace with technological changes and competitive conditions in NewCo’s industry, and NewCo’s ability to effectively adapt NewCo’s services as NewCo’s customers react to technological changes and competitive conditions in their respective industries. NewCo may not timely and effectively scale and adapt its existing technology, processes and infrastructure to meet the needs of its business.

The success of NewCo’s business is dependent on NewCo’s ability to keep pace with technological changes and competitive conditions in its industry, and NewCo’s ability to effectively adapt NewCo’s services as its customers react to technological changes and competitive conditions in their respective industries. NewCo may not timely and effectively scale and adapt its existing technology, processes and infrastructure to meet the needs of its business. If NewCo is unable to offer technologically advanced, high quality, quick turnaround, cost-effective manufacturing services that are differentiated from its competition, or if NewCo is unable to adapt those services as its customers’ requirements change, demand for NewCo’s services may decline.

NewCo’s operating results and financial condition may fluctuate from period to period and may fall below expectations in any particular period, which could adversely affect the market price of NewCo Common Stock.

Spectaire’s operating results and financial condition have historically fluctuated, and NewCo’s operating results and financial condition are expected to continue to fluctuate, from quarter-to-quarter and year-to-year due to a number of factors, many of which will not be within NewCo’s control. Both Spectaire’s business and the air quality measurement systems industry are changing and evolving rapidly, and Spectaire’s historical operating results may not be useful in predicting NewCo’s future operating results. If NewCo’s operating results do not meet the guidance that it provides to the marketplace or the expectations of securities analysts or investors, the market price of NewCo Common Stock will likely decline. Fluctuations in NewCo’s operating results and financial condition may be due to a number of factors, including:

33

In addition, NewCo’s revenues and operating results may fluctuate from quarter-to-quarter and year-to-year due to its sales cycle and seasonality among its customers. Generally, NewCo expects the air quality measurement systems market to be subject to the adoption and capital expenditure cycles of its customers. As a result, NewCo expects to conduct a larger portion of its business during the first and fourth quarters of its fiscal year relative to the second and third quarters. Additionally, for more complex solutions, which may require additional facilities investment, potential customers may spend a substantial amount of time performing internal assessments prior to making a purchase decision. This may cause NewCo to devote significant effort in advance of a potential sale without any guarantee of receiving any related revenues. As a result, revenues and operating results for future periods are difficult to predict with any significant degree of certainty, which could lead to adverse effects on NewCo’s inventory levels and overall financial condition.

Due to the foregoing factors, and the other risks discussed in this proxy statement, you should not rely on Spectaire’s historical operating results as an indicator of NewCo’s future performance.

The air quality measurement systems market is competitive. NewCo expects to face increasing competition in many aspects of its business, which could cause its operating results to suffer.

The air quality measurement systems market in which Spectaire operates, and in which NewCo will operate, is fragmented and competitive. Spectaire competes, and NewCo will compete, for customers with a wide variety of producers of air quality measurement systems equipment that includes emissions measurement devices, as well as with providers of materials and services for this equipment. Some of Spectaire’s existing and potential competitors are researching, designing, developing and marketing other types of products and services that may render Spectaire’s existing or future products obsolete, uneconomical or less competitive. Existing and potential competitors may also have substantially greater financial, technical, marketing and sales, manufacturing, distribution and other resources than NewCo, including name recognition, as well as experience and expertise in intellectual property rights and operating within certain international markets, any of which may enable them to compete effectively against NewCo.

Future competition may arise from the development of allied or related techniques for equipment, materials and services that are not encompassed by NewCo’s patents, from the issuance of patents to other companies that may inhibit NewCo’s ability to develop certain products and from improvements to existing technologies.

NewCo intends to continue to follow Spectaire’s strategy of product development and distribution network expansion to enhance its competitive position to the extent practicable. But NewCo cannot assure you that it will be able to maintain Spectaire’s current position or continue to compete successfully against current and future sources of competition. If NewCo does not keep pace with technological change and introduce new products and technologies, demand for its products may decline, and its operating results may suffer.

Customer relationships with emerging companies may present more risks than with established companies.

Customer relationships with emerging companies present special risks because Spectaire does not have, and NewCo will not have, an extensive services or customer relationship history. Spectaire’s credit risk on these customers, especially in trade accounts receivable and inventories, and the risk that these customers will be unable to fulfill indemnification obligations to Spectaire, is potentially increased. Although it has not yet done so, Spectaire has the option to offer these customers extended payment terms and other support and financial accommodations which may increase NewCo’s financial exposure.

34

NewCo may be adversely affected by supply chain issues, including shortages of required electronic components and raw materials.

Strategic and efficient component and materials purchasing is an aspect of Spectaire’s, and will continue to be an aspect of NewCo’s, strategy. When prices rise, they may impact NewCo’s margins and results of operations if NewCo is not able to pass the price increases through to NewCo’s customers or otherwise offset them. Some of the products Spectaire manufactures, and NewCo will manufacture, require one or more components that are only available from a single source. Some of these components or materials are subject to supply shortages from time to time. In some cases, supply shortages will substantially curtail production of all assemblies using a particular component. A supply shortage can also increase NewCo’s cost of goods sold if NewCo has to pay higher prices for components or materials in limited supply or cause NewCo to have to reconfigure products to accommodate a substitute component or material. In the past there have been industry-wide conditions, natural disasters and global events that have caused component and material shortages. NewCo’s production of a product could be negatively impacted by any quality, reliability or availability issues with any of NewCo’s components and material suppliers. The financial condition of NewCo’s suppliers could affect their ability to supply components or materials and their ability to satisfy any warranty obligations they may have, which could have a material adverse effect on NewCo’s results of operations.

If a component or material shortage is threatened or anticipated, NewCo may purchase its components or materials early to avoid a delay or interruption in its operations. Purchasing components or materials early may materially increase inventory carrying costs and may result in inventory obsolescence, which could materially adversely affect NewCo’s results of operations. A component shortage may also require the use of second-tier vendors or the procurement of components or materials through new and untested brokers. These components or materials may be of lesser quality than those Spectaire has historically purchased and could result in material costs to bring such components or materials up to necessary quality levels or to replace defective ones.

Fluctuations in the cost and availability of raw materials, equipment, labor and transportation could cause manufacturing delays or increase NewCo’s costs.

The price and availability of key raw materials and components used to offer NewCo’s services may fluctuate significantly. Additionally, the cost of logistics and transportation fluctuates in large part due to the price of oil, currency fluctuations, and global demand trends. Any fluctuations in the cost and availability of any of NewCo’s raw materials or other sourcing or transportation costs related to NewCo’s raw materials or services could harm NewCo’s gross margins and its ability to meet customer demand. If NewCo is unable to successfully mitigate a significant portion of these service cost increases or fluctuations, NewCo’s results of operations could be harmed.

NewCo may experience significant delays in the design, production and launch of its air quality measurement solutions, and may be unable to successfully commercialize products on its planned timelines.

Several of Spectaire’s air quality measurement solutions are still under development. There are often delays in the design, testing, manufacture and commercial release of new products, and any delay in the launch of NewCo’s products could materially damage its brand, business, growth prospects, financial condition and operating results. Even if NewCo successfully completes the design, testing and manufacture for one or all of its products under development, it may fail to develop a commercially successful product on the timeline it expects for a number of reasons, including:

35

NewCo’s success in the market for the products it develops will depend largely on its ability to prove its products’ capabilities in a timely manner. Upon demonstration, NewCo’s customers may not believe that its products and/or technology have the capabilities they were designed to have or that NewCo believes they have. Furthermore, even if NewCo successfully demonstrates its products’ capabilities, potential customers may be more comfortable doing business with another larger and more established company or may take longer than expected to make the decision to order NewCo’s products. Significant revenue from new product investments may not be achieved for a number of years, if at all. If the timing of NewCo’s launch of new products and/or of its customers’ acceptance of such products is different than NewCo’s assumptions, NewCo’s revenue and results of operations may be adversely affected.

If demand for NewCo’s services does not grow as expected, or develops more slowly than expected, NewCo’s revenues may stagnate or decline, and NewCo’s business may be adversely affected.

NewCo may not be able to develop effective strategies to raise awareness among potential customers of the benefits of its air quality measurement systems or NewCo’s services may not address the specific needs or provide the level of functionality or economics required by potential customers. If mass spectrometry air quality measurement technology does not gain broader market acceptance as an alternative to conventional air quality monitoring, or does so more slowly than anticipated, or if the marketplace adopts air quality measurement technologies that differ from NewCo’s technologies, NewCo may not be able to increase or sustain the level of sales of NewCo’s services, and its operating results would be adversely affected as a result.

NewCo’s failure to meet its customers’ price expectations would adversely affect its business and results of operations.

Demand for Spectaire’s product lines is, and demand for NewCo’s product lines will be, sensitive to price. Changes in NewCo’s pricing strategies can have a significant impact on its business and ability to generate revenue. Many factors, including NewCo’s production and personnel costs and its competitors’ pricing and marketing strategies, can significantly impact NewCo’s pricing strategies. If NewCo fails to meet its customers’ price expectations in any given period, demand for its products and product lines could be negatively impacted and its business and results of operations could suffer.

Spectaire has considered, and NewCo may implement, different pricing models for different products. For example, Spectaire may charge premium pricing based on delivery timelines and customizations. Such pricing models are still relatively new to some of NewCo’s customers and may not be attractive to them, especially in regions where they are less common. If customers resist such pricing models, NewCo’s revenue may be adversely affected and NewCo may need to restructure the way in which it charges customers for its products.

Spectaire depends, and NewCo will depend, on a limited number of third-party contract manufacturers for substantially all of its manufacturing needs. If these third-party manufacturers experience any delay, disruption or quality control problems in their operations, including due to the COVID-19 pandemic, NewCo could lose market share and its brand may suffer.

Spectaire depends, and NewCo will depend, on third-party contract manufacturers for the production of its air quality measurement systems. While there are several potential manufacturers for most of these products, all of Spectaire’s products are, and all of NewCo’s products will be, manufactured, assembled, tested and generally packaged by a limited number of third-party manufacturers. In most cases, Spectaire relies, and NewCo will rely, on these manufacturers to procure components and, in some cases, subcontract engineering work. Such reliance on a limited number of contract manufacturers involves a number of risks, including:

36

If any of NewCo’s third-party contract manufacturers experience a delay, disruption or quality control problems in their operations, including due to the COVID-19 pandemic, or if a primary third-party contract manufacturer does not renew its agreement with NewCo, NewCo’s operations could be significantly disrupted and its product shipments could be delayed. Qualifying a new manufacturer and commencing volume production is expensive and time consuming. Ensuring that a contract manufacturer is qualified to manufacture products to Spectaire’s and NewCo’s standards is time consuming. In addition, there is no assurance that a contract manufacturer can scale its production of NewCo’s products at the volumes and in the quality that NewCo will require. If a contract manufacturer is unable to do these things, NewCo may have to move production for the products to a new or existing third-party manufacturer, which would take significant effort, and NewCo’s business, results of operations and financial condition could be materially adversely affected.

As NewCo contemplates moving manufacturing into different jurisdictions, it may be subject to additional significant challenges in ensuring that quality, processes and costs, among other issues, are consistent with its expectations. For example, while NewCo expects its third-party contract manufacturers to be responsible for penalties assessed on NewCo because of excessive failures of the products, there is no assurance that NewCo will be able to collect such reimbursements from these manufacturers, which causes NewCo to take on additional risk for potential failures of its products.

In addition, because NewCo will use a limited number of third-party contract manufacturers, increases in the prices charged may have an adverse effect on its results of operations, as NewCo may be unable to find a contract manufacturer who can supply it at a lower price. As a result, the loss of a limited source supplier could adversely affect NewCo’s relationships with its customers and its results of operations and financial condition.

All of NewCo’s products must satisfy safety and regulatory standards and some of its products must also receive government certifications. NewCo’s third-party contract manufacturers will be primarily responsible for conducting the tests that support its applications for most regulatory approvals for its products. If NewCo’s third-party contract manufacturers fail to timely and accurately conduct these tests, NewCo may be unable to obtain the necessary domestic or foreign regulatory approvals or certifications to sell its products in certain jurisdictions. As a result, NewCo would be unable to sell its products and its sales and profitability could be reduced, its relationships with its sales channel could be harmed and its reputation and brand would suffer.

Defects in shipped products that give rise to returns or warranty or other claims could result in material expenses, diversion of management time and attention, adversely affected customer relationships and damage to NewCo’s reputation.

NewCo’s air quality measurement devices may be complex and may contain undetected defects or errors. This could result in delayed market acceptance of services NewCo offers or claims from customers or others, which may result in litigation, increased end user warranty, support and repair or replacement costs, damage to NewCo’s reputation and business, or significant costs and diversion of support and engineering personnel to correct the defect or error. NewCo may from time to time become subject to warranty claims related to product quality issues that could lead NewCo to incur significant expenses.

Spectaire attempts to include provisions in its agreements with customers that are designed to limit Spectaire’s exposure to potential liability for damages arising from defects or errors in its products. However, it is possible that these limitations may not be effective as a result of unfavorable judicial decisions or laws enacted in the future.

37

The sale and support of NewCo’s products entails the risk of product liability claims. Any product liability claim brought against Spectaire or NewCo, regardless of its merit, could result in material expense, diversion of management time and attention, damage to NewCo’s business and reputation and brand, and cause NewCo to fail to retain existing customers or to fail to attract new customers.

NewCo may be involved in legal proceedings, including intellectual property, anti-competition and securities litigation, employee-related claims and regulatory investigations, which could, among other things, divert efforts of management and result in significant expense and loss of NewCo’s intellectual property rights.

NewCo may be involved in legal proceedings, including cases involving NewCo’s intellectual property rights and those of others, anti-competition and commercial matters, acquisition-related suits, securities class action suits, employee-related claims and other actions. From time to time, NewCo may also be involved or required to participate in regulatory investigations or inquiries which may evolve into legal or other administrative proceedings. Litigation or settlement of such actions, regardless of their merit, or involvement in regulatory investigations or inquiries, can be costly, lengthy, complex and time consuming, diverting the attention and energies of NewCo’s management and technical personnel.

From time to time, third parties may assert against NewCo and NewCo’s customers their intellectual property rights to technologies that are important to NewCo’s business.

Many of NewCo’s customer agreements and/or the laws of certain jurisdictions may require NewCo to indemnify its customers or purchasers for third-party intellectual property infringement claims, including costs to defend those claims, and payment of damages in the case of adverse rulings. However, NewCo’s suppliers may or may not be required to indemnify NewCo should NewCo or its customers be subject to such third-party claims. Claims of this sort could also harm NewCo’s relationships with its customers and might deter future customers from doing business with NewCo. If any pending or future proceedings result in an adverse outcome, Spectaire or NewCo could be required to:

Any of the foregoing results could have a material adverse effect on Spectaire’s or NewCo’s business, financial condition and results of operations.

In addition, NewCo may be obligated to indemnify Spectaire’s current or former directors or employees, or former directors or employees of companies that Spectaire has acquired, in connection with litigation or regulatory

38

investigations. These liabilities could be substantial and may include, among other things, the cost of defending lawsuits against these individuals, as well as stockholder derivative suits; the cost of government, law enforcement or regulatory investigations; civil or criminal fines and penalties; legal and other expenses; and expenses associated with the remedial measure, if any, which may be imposed.

If NewCo is unable to adequately protect or enforce its intellectual property rights, such information may be used by others to compete against NewCo.

Spectaire has devoted substantial resources to the development of its technology and related intellectual property rights. NewCo’s success and future revenue growth will depend, in part, on its ability to protect its intellectual property. Spectaire relies, and NewCo will rely, on a combination of registered and unregistered intellectual property. Spectaire protects, and NewCo will protect, its proprietary rights using patents, licenses, trademarks, trade secrets, confidentiality and assignment of invention agreements and other methods.

Despite NewCo’s efforts to protect its proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose NewCo’s technologies, inventions, processes or improvements. NewCo cannot assure you that any of Spectaire’s existing or NewCo’s future patents or other intellectual property rights will not be challenged, invalidated or circumvented, or will otherwise provide NewCo with meaningful protection. NewCo’s pending patent applications may not be granted, and NewCo may not be able to obtain foreign patents or pending applications corresponding to Spectaire’s U.S. patents. Even if foreign patents are granted, effective enforcement in foreign countries may not be available.

Spectaire’s trade secrets, know-how and other unregistered proprietary rights are, and NewCo’s trade secrets, know-how and other unregistered proprietary rights will be, a key aspect of its intellectual property portfolio. While Spectaire takes, and NewCo will take, reasonable steps to protect its trade secrets and confidential information and enter into confidentiality and invention assignment agreements intended to protect such rights, such agreements can be difficult and costly to enforce or may not provide adequate remedies if violated, and Spectaire may not have entered into such agreements with all relevant parties. Such agreements may be breached, and trade secrets or confidential information may be willfully or unintentionally disclosed, including by employees who may leave Spectaire or NewCo and join one of its competitors, or Spectaire’s or NewCo’s competitors or other parties may learn of the information in some other way. The disclosure to, or independent development by, a competitor of any of NewCo’s trade secrets, know-how or other technology not protected by a patent or other intellectual property system could materially reduce or eliminate any competitive advantage that NewCo may have over such competitor.

If NewCo’s patents and other intellectual property do not adequately protect its technology, NewCo’s competitors may be able to offer services similar to those offered by NewCo. NewCo’s competitors may also be able to develop similar technology independently or design around NewCo’s patents and other intellectual property. Any of the foregoing events would lead to increased competition and reduce NewCo’s revenue or gross margin, which would adversely affect NewCo’s operating results.

If NewCo attempts enforcement of its intellectual property rights, NewCo may be subject or party to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation, regardless of merit, can be costly and disruptive to NewCo’s business operations by diverting attention and energies of management and key technical personnel and by increasing NewCo’s costs of doing business. Any of the foregoing could adversely affect NewCo’s business and financial condition.

As part of any settlement or other compromise to avoid complex, protracted litigation, NewCo may agree not to pursue future claims against a third party, including related to alleged infringement of NewCo’s intellectual property rights. Part of any settlement or other compromise with another party may resolve a potentially costly dispute but may also have future repercussions on NewCo’s ability to defend and protect its intellectual property rights, which in turn could adversely affect NewCo’s business.

39

Certain software Spectaire uses, and NewCo will use, is from open source code sources, which, under certain circumstances, could materially adversely affect NewCo’s business, financial condition and operating results.

Some of the software used to execute Spectaire’s services contains code from open source sources, the use of which may subject Spectaire to certain conditions, including the obligation to offer such services for no cost or to make the proprietary source code involved in delivering those services publicly available. Further, although some open source vendors provide warranty and support agreements, it is common for such software to be available “as-is” with no warranty, indemnity or support. Although Spectaire monitors, and NewCo will monitor, its use of such open source code to avoid subjecting its services to unintended conditions, such use, under certain circumstances, could materially adversely affect NewCo’s business, financial condition and operating results and cash flow, including if NewCo is required to take remedial action that may divert resources away from NewCo’s development efforts.

If NewCo fails to grow its business as anticipated, its operating results will be adversely affected. If NewCo grows as anticipated but fails to manage its operations and costs accordingly, its business may be harmed and its results of operations may suffer.

NewCo is expected to grow its business substantially. To this end, Spectaire has made, and NewCo expects to continue to make, significant investments in its business, including investments in infrastructure, technology, marketing and sales efforts. These investments include dedicated facilities expansion and increased staffing, both domestic and international. If NewCo’s business does not generate the level of revenue required to support its investment, NewCo’s net sales and profitability will be adversely affected.

NewCo’s ability to effectively manage its anticipated growth and expansion of its operations will also require NewCo to enhance its operational, financial and management controls and infrastructure, as well as its human resources policies and reporting systems. These enhancements and improvements will require significant capital expenditures, investments in additional headcount and other operating expenditures and allocation of valuable management and employee resources. NewCo’s future financial performance and its ability to execute on its business plan will depend, in part, on NewCo’s ability to effectively manage any future growth and expansion. There are no guarantees that NewCo will be able to do so in an efficient or timely manner, or at all.

Spectaire continues, and NewCo will continue, to implement strategic initiatives designed to grow its business. These initiatives may prove more costly than Spectaire currently anticipates and NewCo may not succeed in increasing its revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.

Spectaire continues, and NewCo will continue, to make investments and implement initiatives designed to grow its business, including:

These initiatives may prove more expensive than Spectaire currently anticipates, and NewCo may not succeed in increasing its revenue, if at all, in an amount sufficient to offset these higher expenses and to achieve and maintain profitability. Certain of the market opportunities Spectaire is pursuing, and NewCo will pursue, are at an early stage of development, and it may be many years before the end markets it expects to serve generate

40

demand for its products at scale. NewCo’s revenue may be adversely affected for a number of reasons, including the development and/or market acceptance of new technology that competes with its AireCore^™ and other air quality measurement offerings; its inability to create, validate, and manufacture at high volume, and ship product to customers; its inability to effectively manage its inventory or manufacture products at scale; its inability to enter new markets or help its customers adapt its products for new applications; or its failure to attract new customers or expand orders from existing customers or increasing competition. Furthermore, it is difficult to predict the size and growth rate of NewCo’s target markets, customer demand for its products, commercialization timelines, the entry of competitive products or the success of existing competitive products and services. If NewCo’s revenue does not grow, its ability to achieve and maintain profitability may be adversely affected, and the value of its business may significantly decrease.

As NewCo acquires and invests in companies or technologies, it may not realize expected business or cost synergies or expected technological or financial benefits. Such acquisitions or investments could prove difficult to integrate, disrupt NewCo’s business, dilute stockholder value and adversely affect NewCo’s business, results of operations and financial condition.

Acquisitions involve numerous risks, any of which could harm NewCo’s business and negatively affect its financial condition and results of operations. The success of acquisitions, including the success of Spectaire’s recent acquisition of microMS, Inc. (“microMS”), will depend in part on and NewCo’s ability to realize the anticipated business opportunities from combining the operations of acquired companies with Spectaire’s existing business in an efficient and effective manner. These integration processes could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect NewCo’s ability to maintain relationships with customers, employees or other third parties, or NewCo’s ability to achieve the anticipated benefits of any acquisition, and could harm NewCo’s financial performance. If Spectaire or NewCo is unable to successfully or timely integrate the operations of an acquired company, including microMS, with Spectaire’s existing business, NewCo may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the acquisition, and NewCo’s business, results of operations and financial condition could be materially and adversely affected.

Developments in alternative technologies may adversely affect the demand for NewCo’s technology.

Significant developments in alternative technologies may materially and adversely affect NewCo’s business, prospects, financial condition, and operating results in ways it does not currently anticipate. Existing and future air quality measurement or mass spectrometry technologies may emerge as customers’ preferred alternative to NewCo’s solutions. Any failure by NewCo to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay NewCo’s development and introduction of new and enhanced products in the industries it serves, which could result in the loss of competitiveness of its solutions, decreased revenue and a loss of market share to competitors (or a failure to increase revenue and/or market share). NewCo’s research and development efforts may not be sufficient to adapt to changes in technology. As technologies change, NewCo’s plans to upgrade or adapt its solutions with the latest technology. However, NewCo’s solutions may not compete effectively with alternative systems if NewCo is not able to source and integrate the latest technology into its existing products.

Spectaire competes, and NewCo will compete, against established market participants that have substantially greater resources than it and against known and unknown market entrants who may disrupt its target markets.

NewCo’s target markets are highly competitive and it may not be able to compete effectively in the market against these competitors. Competitors may offer products at lower prices than NewCo’s products, including pricing that NewCo believes is below its cost, or may offer superior performing products. These companies will also compete with NewCo indirectly by attempting to solve some of the same challenges with different technology. Established competitors in the market for these devices have significantly greater resources and more

41

experience than Spectaire does or NewCo will. These competitors have commercialized technology that has achieved market adoption, strong brand recognition and may continue to improve in both anticipated and unanticipated ways. They may also have entered into commercial relationships with key customers and have built relationships and dependencies between themselves and those key customers.

In addition to the established market competitors, new competitors may be preparing to enter or are entering the market in which Spectaire competes, and in which NewCo will compete, that may disrupt the commercial landscape of target markets in ways that NewCo may not be able to prepare for, including customers of NewCo’s products who may be developing their own competitive solutions. Spectaire does not know how close any of its current and potential competitors are to commercializing their similar products and services, if at all, nor what they intend to develop as part of their product roadmaps. The already competitive landscape of the air quality measurement systems market, along with both foreseeable and unforeseeable entries of competitors and similar technology from those competitors in NewCo’s target markets, may result in pricing pressure, reduced margins and may impede its ability to increase the sales of its products or cause NewCo to lose market share, any of which will adversely affect its business, results of operations and financial condition.

NewCo’s manufacturing costs may increase and result in a market price for its products above the price that customers are willing to pay.

If the cost of manufacturing NewCo’s products increases, NewCo will be forced to charge its customers a higher price for the products in order to cover its costs and earn a profit. While NewCo expects its products will benefit from continued cost reduction over time from scale and planned redesigns, there is no guarantee that these efforts will be successful, or that these savings would not be offset by additional required content. If the price of NewCo’s products is too high, customers may be reluctant to purchase its products, especially if lower priced alternative products are available, and NewCo may not be able to sell its products in sufficient volumes to recover its costs of development and manufacture or to earn a profit.

Spectaire purchases, and NewCo will purchase, a significant amount of the materials and components it uses from a limited number of suppliers, and if such suppliers become unavailable or inadequate, its customer relationships, results of operations and financial condition may be adversely affected.

Spectaire’s manufacturing processes rely, and NewCo’s manufacturing processes will rely, on many materials. Spectaire purchases, and NewCo will purchase, a significant portion of its materials, components and finished goods used in its production facilities from a few suppliers, some of which are single-source suppliers. As certain materials are highly specialized, the lead time needed to identify and qualify a new supplier is typically lengthy and there is often no readily available alternative source. Spectaire does not generally have long-term contracts with its suppliers and substantially all of Spectaire’s purchases are on a purchase order basis. Suppliers may extend lead times, limit supplies, place products on allocation or increase prices due to commodity price increases, capacity constraints or other factors and could lead to interruption of supply or increased demand in the industry. Additionally, the supply of these materials may be negatively impacted by increased trade tensions between the U.S. and its trading partners, particularly China. In the event that NewCo cannot obtain sufficient quantities of materials in a timely manner, at reasonable prices or of sufficient quality, or if NewCo is not able to pass on higher materials costs to its customers, NewCo’s business, financial condition and results of operations could be adversely impacted.

NewCo, its contract manufacturers and its suppliers may rely on complex machinery for production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs.

NewCo, its contract manufacturers and its suppliers may rely on complex machinery for the production, assembly and installation of NewCo’s products, which will involve a significant degree of uncertainty and risk in terms of operational performance and costs. NewCo’s production facilities and the facilities of its contract manufacturers and suppliers may suffer unexpected malfunctions from time to time and will depend on repairs

42

and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of these components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of NewCo’s control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to production facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on its business, prospects, financial condition or operating results.

NewCo’s facilities, and its suppliers’ facilities and customers’ facilities, will be vulnerable to disruption due to natural or other disasters, public health crises, strikes and other events beyond NewCo’s control.

A major earthquake, fire, tsunami, hurricane, cyclone or other disaster, such as a pandemic, major flood, seasonal storms, nuclear event or terrorist attack affecting NewCo’s facilities or the areas in which they are located, or affecting those of NewCo’s customers or third-party manufacturers or suppliers, could significantly disrupt NewCo’s or its customers’ or suppliers’ operations and delay or prevent product shipment or installation during the time required to repair, rebuild or replace NewCo’s damaged manufacturing facilities. These delays could be lengthy and costly. Additionally, customers may delay purchases until operations return to normal. Even if NewCo is able to respond quickly to a disaster, the continued effects of the disaster could create uncertainty in NewCo’s business operations. In addition, concerns about terrorism, the effects of a terrorist attack, political turmoil, labor strikes, war or the outbreak of epidemic diseases (including the outbreak of COVID-19) could have a negative effect on NewCo’s operations and sales.

If NewCo does not maintain the correct level of inventory or if it does not adequately manage its inventory, NewCo could lose sales or incur higher inventory-related expenses, which could negatively affect its operating results.

To ensure the correct level of inventory supply, NewCo will forecast inventory needs and expenses, place orders sufficiently in advance with its suppliers and manufacturing partners and manufacture products based on its estimates of future demand. Fluctuations in the adoption of its products may affect NewCo’s ability to forecast its future operating results, including revenue, gross margins, cash flows and profitability. NewCo’s ability to accurately forecast demand for its products could be affected by many factors, including the rapidly changing nature of its current target markets, the uncertainty surrounding the market acceptance and commercialization of its technology, the emergence of new markets, an increase or decrease in customer demand for its products or for products and services of its competitors, product introductions by competitors, the global COVID-19 pandemic, other health epidemics and outbreaks, and any associated work stoppages or interruptions, unanticipated changes in general market conditions and the weakening of economic conditions or consumer confidence in future economic conditions. NewCo may face challenges acquiring adequate supplies to manufacture its products and NewCo and its partners may not be able to manufacture its products at a rate necessary to satisfy the levels of demand, which would negatively affect NewCo’s short-term and long-term growth. This risk may be exacerbated by the fact that NewCo may not carry or be able to obtain from its suppliers a significant amount of inventory to satisfy short-term demand increases. If NewCo fails to accurately forecast customer demand, NewCo may experience excess inventory levels or a shortage of products available for sale.

Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would adversely affect NewCo’s financial results, including its gross margin, and have a negative effect on its brand. Conversely, if NewCo underestimates customer demand for its products, NewCo may not be able to deliver products to meet its requirements, and this could result in damage to its brand and customer relationships and adversely affect its revenue and operating results.

43

NewCo’s operations could suffer if NewCo is unable to attract and retain key management or other key employees.

Spectaire believes its success has depended, and NewCo’s success will continue to depend, on the efforts and talents of senior management and other key personnel. Spectaire’s executive team is critical to the management of Spectaire’s business and operations and will continue to be critical to the development of NewCo’s strategy. Members of Spectaire’s existing senior management team may resign at any time. The loss of the services of any members of NewCo’s senior management team could delay or prevent the successful implementation of NewCo’s strategy or NewCo’s commercialization of new services, or could otherwise adversely affect NewCo’s ability to carry out its business plan. There is no assurance that if any senior executive leaves in the future, NewCo will be able to rapidly replace him, her or them and transition smoothly towards his, her or their successor, without any adverse impact on NewCo’s operations.

To support the continued growth of NewCo’s business, NewCo will also be required to effectively recruit, hire, integrate, develop, motivate, and retain additional new employees. High demand exists for senior management and other key personnel (including scientific, technical, engineering, financial, manufacturing, and sales personnel) in Spectaire’s industry, and there can be no assurance that NewCo will be able to retain Spectaire’s current key personnel. Spectaire experiences, and NewCo will experience, intense competition for qualified personnel. While NewCo intends to provide competitive compensation packages to attract and retain key personnel, some of its competitors for these employees have greater resources and more experience, which may make it difficult for NewCo to compete successfully for key personnel.

All of Spectaire’s U.S. employees are, and all of NewCo’s U.S. employees will be, at-will employees, meaning that they may terminate their employment relationship with Spectaire or NewCo at any time, and their knowledge of Spectaire’s or NewCo’s business and industry would be extremely difficult to replace. It may be difficult for NewCo to restrict its competitors from benefiting from the expertise that NewCo’s former employees or consultants developed while working for Spectaire or NewCo.

NewCo may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

NewCo intends to continue to make investments to support its business growth and may require additional funds to respond to business challenges and opportunities, including the need to develop new features or enhance its services, improve its operating infrastructure or acquire complementary businesses and technologies. Accordingly, NewCo may need to engage in equity or debt financings to secure additional funds if existing sources of cash and any funds generated from operations do not provide NewCo with sufficient capital. If NewCo raises additional funds through future issuances of equity or convertible debt securities, its stockholders could suffer significant dilution, and any new equity securities NewCo issues could have rights, preferences and privileges superior to those of holders of NewCo Common Stock. Any debt financing that NewCo may secure in the future could involve restrictive covenants relating to NewCo capital raising activities and other financial and operational matters, which may make it more difficult for NewCo to obtain additional capital and to pursue business opportunities, including potential acquisitions. NewCo may not be able to obtain additional financing on terms favorable to NewCo, if at all. If NewCo is unable to obtain adequate financing or financing on terms satisfactory to it when NewCo requires it, NewCo’s ability to continue to support its business growth and to respond to business challenges and opportunities could be significantly impaired, and its business may be adversely affected.

Compliance or the failure to comply with current and future environmental, health and safety, product stewardship and producer responsibility laws or regulations could cause NewCo significant expense.

NewCo will be subject to a variety of federal, state, local and foreign environmental, health and safety, product stewardship and producer responsibility laws and regulations, including those arising from global pandemics or relating to the use, generation, storage, discharge and disposal of hazardous chemicals used during

44

its manufacturing process, those governing worker health and safety, those requiring design changes, supply chain investigation or conformity assessments and those relating to the recycling or reuse of products it manufactures. If NewCo fails to comply with any present or future regulations or obtain in a timely manner any needed permits, NewCo could become subject to liabilities, and could face fines or penalties, the suspension of production, or prohibitions on services it provides. In addition, such regulations could restrict NewCo’s ability to expand its facilities or could require it to acquire costly equipment, or to incur other significant expenses, including expenses associated with the recall of any non-compliant product or with changes in NewCo’s operational, procurement and inventory management activities.

Certain environmental laws impose liability for the costs of investigation, removal and remediation of hazardous or toxic substances on an owner, occupier or operator of real estate, or on parties who arranged for hazardous substance treatment or disposal, even if such person or company was unaware of, or not responsible for, contamination at the affected site. Soil and groundwater contamination may have occurred at or near, or may have arisen from, some of Spectaire’s facilities. In certain instances where contamination existed prior to Spectaire’s ownership or occupation of a site, landlords or former owners have retained some contractual responsibility for contamination and remediation. However, failure of such persons to perform those obligations could result in NewCo being required to address such contamination. As a result, NewCo may incur clean-up costs in such potential removal or remediation efforts. In other instances, NewCo may be responsible for clean-up costs and other liabilities, including the possibility of claims due to health risks by both employees and non-employees, as well as other third-party claims in connection with contaminated sites.

In addition, there is an increasing governmental focus around the world on global warming and environmental impact issues, which may result in new environmental, health and safety regulations that may affect NewCo, its suppliers or its customers. This could cause NewCo to incur additional direct costs for compliance, as well as increased indirect costs resulting from its customers, suppliers or both incurring additional compliance costs that get passed on to NewCo. These costs may adversely impact NewCo’s operations and financial condition.

An inability to successfully manage the procurement, development, implementation or execution of IT systems, or to adequately maintain these systems and their security, as well as to protect data and other confidential information, may adversely affect NewCo’s business and reputation.

As a complex company, Spectaire is, and NewCo will be, heavily dependent on its IT systems to support its customers’ requirements and to successfully manage its business. Any inability to successfully manage the procurement, development, implementation, execution, or maintenance of such systems, including matters related to system and data security, cybersecurity, privacy, reliability, compliance, performance and access, as well as any inability of these systems to fulfill their intended purpose, could have an adverse effect on NewCo’s business. See “If NewCo experiences a significant cybersecurity breach or disruption in its information systems, NewCo’s business could be adversely affected.” below.

Spectaire is, and NewCo will be, subject to increasing expectations and data security requirements from its customers, including those related to the U.S. Federal Acquisition Regulation, U.S. Defense Federal Acquisition Regulation Supplement, and U.S. Cybersecurity Maturity Model Certification. In addition, NewCo will be required to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in various jurisdictions. For example, the European Union’s General Data Protection Regulation, and similar legislation in other jurisdictions in which NewCo will operate, imposes additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored. Compliance with customer expectations and existing, proposed and recently enacted laws and regulations can be costly; any failure to comply with these expectations and regulatory standards could subject NewCo to legal and reputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against NewCo by governmental entities or others, fines and penalties, damage to NewCo’s reputation and credibility and could have a negative impact on NewCo’s business and results of operations.

45

If NewCo experiences a cybersecurity breach or disruption in its information systems, NewCo’s business could be adversely affected.

Malicious actors may be able to penetrate NewCo’s network and misappropriate or compromise NewCo’s confidential information or that of third parties, create system disruptions or cause shutdowns. Malicious actors also may be able to develop and deploy viruses, worms and other malicious software programs that attack NewCo’s platform or otherwise exploit any security vulnerabilities of NewCo’s platform. While NewCo will employ a number of protective measures, including firewalls, network infrastructure vulnerability scanning, anti-virus and endpoint detection and response technologies, these measures may fail to prevent or detect attacks on NewCo’s systems due at least in part to the frequent evolving nature of cybersecurity attacks. Although these measures are designed to maintain the confidentiality, integrity and availability of NewCo’s information and technology systems, there is no assurance that these measures will detect all threats or prevent a cybersecurity attack in the future, which could adversely affect NewCo’s business, reputation, operations or services.

In addition, the costs to NewCo to eliminate or mitigate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant and, if NewCo’s efforts to address these problems are not successful, could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede NewCo’s sales, manufacturing, distribution or other critical functions.

Spectaire relies, and NewCo will rely, on its information technology systems to manage numerous aspects of its business and a disruption of these systems could adversely affect its business.

Spectaire relies, and NewCo will rely, on its information technology systems to manage numerous aspects of its business, including purchasing products from its suppliers, providing procurement and logistic services, shipping products to its customers, managing its accounting and financial functions (including its internal controls) and maintaining its research and development data. Spectaire’s information technology systems are, and NewCo’s information technology systems will be, an essential component of its business and any disruption could significantly limit its ability to manage and operate its business efficiently. A failure of NewCo’s information technology systems to perform properly could disrupt NewCo’s supply chain, product development and customer experience, which may lead to increased overhead costs and decreased sales and have an adverse effect on NewCo’s reputation and its financial condition. The hardware and software that Spectaire utilizes in Spectaire’s services may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation or security of the services.

In addition, a substantial portion of Spectaire’s employees have conducted work remotely, making Spectaire more dependent on potentially vulnerable communications systems and making Spectaire more vulnerable to cyberattacks. Although Spectaire takes, and NewCo will take, steps and incurs significant costs to secure its information technology systems, including its computer systems, intranet and internet sites, email and other telecommunications and data networks, such security measures may not be effective and its systems may be vulnerable to damage or interruption. Disruption to NewCo’s information technology systems could result from power outages, computer and telecommunications failures, computer viruses, cyber-attack or other security breaches, catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war and terrorism.

Spectaire’s current levels of insurance may not be adequate for Spectaire’s potential liabilities.

Spectaire maintains, and NewCo will maintain, insurance to cover potential exposure for most claims and losses, including potential product and non-product related claims, lawsuits and administrative proceedings seeking damages or other remedies arising out of its commercial operations. However, Spectaire’s current insurance coverage is subject to various exclusions, self-retentions and deductibles. NewCo may be faced with types of liabilities that are not covered under Spectaire’s current insurance policies, such as environmental contamination or terrorist attacks, or that exceed Spectaire’s current or future policy limits. Even a partially uninsured claim of significant size, if successful, could have an adverse effect on NewCo’s financial condition.

46

In addition, NewCo may not be able to continue to obtain insurance coverage on commercially reasonable terms, or at all, Spectaire’s existing policies may be cancelled or otherwise terminated by the insurer, and/or the companies that NewCo acquires may not be eligible for certain types or limits of insurance. Maintaining adequate insurance and successfully accessing insurance coverage that may be due for a claim can require a significant amount of NewCo’s management’s time, and NewCo may be forced to spend a substantial amount of money in that process.

Because Spectaire’s industry is, and NewCo’s industry is expected to continue to be, rapidly evolving, forecasts of market growth may not be accurate, and even if these markets achieve the forecasted growth, there can be no assurance that Spectaire’s business will grow at similar rates, or at all.

Market opportunity estimates and growth forecasts included in this proxy statement are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts and estimates in this proxy statement relating to the expected size and growth of the markets for air quality measurement systems technology may prove to be inaccurate. Even if these markets experience the forecasted growth described in this proxy statement, NewCo may not grow its business at similar rates, or at all. NewCo’s future growth is subject to many factors, including market adoption of NewCo’s products and services, which is subject to many risks and uncertainties. Accordingly, the forecasts and estimates of market size and growth described in this proxy statement, including the estimate that NewCo’s total addressable market size exceeds $95 billion based on a bottom-up build of fleet sizes in the United States and Europe, should not be taken as indicative of NewCo’s future growth.

Global economic, political and social conditions and uncertainties in the markets that NewCo will serve may adversely impact NewCo’s business.

NewCo’s performance will depend on the financial health and strength of its customers, which in turn will be dependent on the economic conditions of the markets in which NewCo and its customers operate. A decline in the global economy, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and other macroeconomic factors all affect the spending behavior of potential customers. The economic uncertainty in Europe, the United States, India, China and elsewhere arising out of the COVID-19 pandemic and increased monetary inflation may cause end-users to further delay or reduce technology purchases.

NewCo may also face risks from financial difficulties or other uncertainties experienced by its suppliers, distributors or other third parties on which it relies. If third parties are unable to supply NewCo with required materials or components or otherwise assist NewCo in operating its business, NewCo’s business could be harmed.

Spectaire’s industry routinely experiences, and NewCo’s industry is expected to experience, cyclical market patterns and Spectaire’s services are, and NewCo’s services are expected to be, used across different end markets. A significant downturn in the industry or in any of these end markets could cause a meaningful reduction in demand for NewCo’s services and harm its operating results.

The air quality measurement systems industry is cyclical and NewCo’s financial performance may be affected by downturns in the industry. Down cycles are generally characterized by price erosion and weaker demand for Spectaire’s services. Spectaire attempts to identify changes in market conditions as soon as possible; however, the dynamics of the market in which Spectaire operates make prediction of and timely reaction to such events difficult. Due to these and other factors, Spectaire’s past results are not reliable predictors of NewCo’s future results. Furthermore, any significant upturn in the air quality measurement systems industry could result in increased competition for access to raw materials and third-party service providers.

Additionally, Spectaire’s services are, and NewCo’s services are expected to be, used across different end markets, and demand for Spectaire’s products is, and demand for NewCo’s products is expected to be, difficult to predict and may vary within or among the various industries it serves. NewCo’s target markets may not grow or

47

develop as it currently expects, and demand may change in one or more of NewCo’s end markets, which may reduce NewCo’s revenue, lower NewCo’s gross margin and/or affect NewCo’s operating results. Spectaire has experienced concentrations of revenue at certain customers and within certain end markets. Any deterioration in these end markets, reductions in the magnitude of revenue streams, NewCo’s inability to meet requirements, or volatility in demand for NewCo’s services could lead to a reduction in NewCo’s revenue and adversely affect NewCo’s operating results. NewCo’s success in its end markets depends on many factors, including the strength or financial performance of the customers in such end markets, NewCo’s ability to timely meet rapidly changing requirements, market needs, and its ability to maintain program wins across different markets and customers to dampen the effects of market volatility. The dynamics of the markets in which Spectaire operates and NewCo will operate make prediction of and timely reaction to such events difficult.

If NewCo is unable to accomplish any of the foregoing, or to offset the volatility of cyclical changes in the air quality measurement systems industry or its end markets through diversification into other markets, such inability could harm its business, financial condition, and operating results.

Spectaire’s limited operating history makes evaluating Spectaire’s current business and NewCo’s future prospects difficult and may increase the risk of your investment.

Spectaire’s limited operating history may make it difficult for you to evaluate Spectaire’s current business and NewCo’s future prospects as Spectaire continues to grow its business. Spectaire’s ability to forecast NewCo’s future operating results is subject to a number of uncertainties, including Spectaire’s ability to plan for and model future growth. Spectaire has encountered risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, and NewCo will encounter such risks and uncertainties as it continues to grow Spectaire’s business. If NewCo’s assumptions regarding these uncertainties are incorrect or change in reaction to changes in its markets, or if NewCo does not address these risks successfully, NewCo’s operating and financial results could differ materially from NewCo’s expectations, NewCo’s business could suffer, and the trading price of NewCo’s stock may decline.

Spectaire expects to be dependent on a limited number of customers and end markets. A decline in revenue from, or the loss of, any significant customer, could have a material adverse effect on Spectaire’s financial condition and operating results.

As of March 23, 2023, Spectaire only has five anticipated customers in its initial pilot program, and Spectaire expects to depend upon a small number of customers for a substantial portion of its future revenue. Accordingly, a decline in revenue from, or the loss of, any significant customer could have a material adverse effect on Spectaire’s financial condition and operating results. Spectaire cannot assure that (i) orders that may be completed, delayed, cancelled or reduced will be replaced with new business; (ii) the pilot customers will ultimately utilize Spectaire’s products and services; or (iii) the pilot customers will enter into additional contracts with Spectaire on acceptable terms or at all.

There can also be no assurance that Spectaire’s efforts to secure new customers and programs in Spectaire’s traditional or new markets, including through acquisitions, will succeed in reducing Spectaire’s customer concentration. Acquisitions are also subject to integration risk, and revenues and margins could be lower than Spectaire anticipates. Failure to secure business from existing or new customers in any of Spectaire’s end markets would adversely impact Spectaire’s operating results.

Any of the foregoing may adversely affect NewCo’s margins, cash flow and ability to grow its revenue, and may increase the variability of NewCo’s operating results from period to period. See “NewCo’s operating results and financial condition may fluctuate from period to period and may fall below expectations in any particular period, which could adversely affect the market price of NewCo Common Stock.” NewCo’s failure to meet its customers’ price expectations may adversely affect NewCo’s business and results of operations.

Demand for NewCo’s service lines is sensitive to price. Spectaire believes its competitive pricing has been an important factor in its results to date. Therefore, changes in NewCo’s pricing strategies can have a significant

48

impact on NewCo’s business and ability to generate revenue. Many factors, including NewCo’s production and personnel costs and NewCo’s competitors’ pricing and marketing strategies, can significantly impact NewCo’s pricing strategies. If NewCo fails to meet its customers’ price expectations in any given period, demand for NewCo’s services and service lines could be negatively impacted and its business and results of operations could suffer.

Risks Related to Being a Public Company

The market price of shares of NewCo Common Stock may be volatile or may decline regardless of NewCo’s operating performance. You may lose some or all of your investment.

The trading price of NewCo Common Stock following the Business Combination is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as the following:

These broad market and industry factors may materially reduce the market price of NewCo Common Stock, regardless of NewCo’s operating performance. In addition, price volatility may be greater if the public float and trading volume of NewCo Common Stock is low. As a result, you may suffer a loss on your investment.

49

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If NewCo was involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from NewCo’s business regardless of the outcome of such litigation.

NewCo does not intend to pay dividends on NewCo Common Stock for the foreseeable future.

NewCo currently intends to retain all available funds and any future earnings to fund the development and growth of its business. As a result, NewCo does not anticipate declaring or paying any cash dividends on NewCo Common Stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the NewCo Board and will depend on, among other things, NewCo’s business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to NewCo indebtedness, industry trends and other factors that the NewCo Board may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing NewCo’s current and future indebtedness. In addition, NewCo may incur additional indebtedness, the terms of which may further restrict or prevent it from paying dividends on NewCo Common Stock. As a result, you may have to sell some or all of your NewCo Common Stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. NewCo’s inability or decision not to pay dividends could also adversely affect the market price of NewCo Common Stock.

If securities or industry analysts do not publish research or reports about NewCo’s business or the Business Combination or publish negative reports, the market price of NewCo Common Stock could decline.

The trading market for NewCo Common Stock will be influenced by the research and reports that industry or securities analysts publish about NewCo, NewCo’s business or the Business Combination. NewCo may be unable or slow to attract research coverage and if one or more analysts cease coverage of NewCo, the price and trading volume of NewCo’s securities would likely be negatively impacted. If any of the analysts that may cover NewCo change their recommendation regarding NewCo’s securities adversely, or provide more favorable relative recommendations about NewCo’s competitors, the price of NewCo’s securities would likely decline. If any analyst that may cover NewCo ceases covering NewCo or fails to regularly publish reports on NewCo, it could lose visibility in the financial markets, which could cause the price or trading volume of NewCo’s securities to decline. If one or more of the analysts who cover NewCo downgrades NewCo Common Stock or if NewCo’s reporting results do not meet their expectations, the market price of NewCo Common Stock could decline. Moreover, the market price of NewCo Common Stock may decline as a result of the Business Combination if NewCo does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial analysts, or the effect of the Business Combination on NewCo’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of NewCo Common Stock following the consummation of the Business Combination may experience a loss as a result of a decline in the market price of such common stock. In addition, a decline in the market price of NewCo Common Stock following the consummation of the Business Combination could adversely affect NewCo’s ability to issue additional securities and to obtain additional financing in the future.

NewCo’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. NewCo’s failure to raise capital when needed could harm its business, operating results and financial condition. Debt issued to raise additional capital may reduce the value of NewCo Common Stock.

NewCo has funded its operations since inception primarily through its origination, active management, and holding of life settlement policies. NewCo cannot be certain when or if its operations will generate sufficient cash to fund its ongoing operations or the growth of its business.

NewCo intends to continue to make investments to support NewCo’s business and may require additional funds. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, NewCo may be unable to invest in future growth opportunities, which could harm NewCo’s

50

business, operating results and financial condition. If NewCo incurs debt, the debt holders could have rights senior to holders of NewCo Common Stock to make claims on NewCo’s assets. The terms of any debt could restrict NewCo’s operations, including its ability to pay dividends on NewCo Common Stock. As a result, NewCo shareholders bear the risk of future issuances of debt securities reducing the value of NewCo Common Stock.

The issuance of additional shares of NewCo Common Stock or convertible securities could make it difficult for another company to acquire NewCo, may dilute your ownership of NewCo and could adversely affect the price of NewCo Common Stock.

In the future, NewCo expects to obtain financing or to further increase its capital resources by issuing additional shares of NewCo Common Stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of NewCo Common Stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of NewCo’s existing stockholders, reduce the market price of outstanding NewCo Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit NewCo’s ability to pay dividends to the holders of NewCo Common Stock. NewCo’s decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing or nature of its future offerings. As a result, holders of NewCo Common Stock bear the risk that NewCo’s future offerings may reduce the market price of NewCo Common Stock and dilute their percentage ownership. See the section entitled “Description of Securities of NewCo.”

Future resales of NewCo Common Stock after the consummation of the Business Combination may cause the market price of NewCo’s securities to drop significantly, even if NewCo’s business is doing well.

Pursuant to the Lock-Up Agreement, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor, certain directors and officers of PCCT and Spectaire Stockholders will be contractually restricted from selling or transferring any of their shares of NewCo Common Stock. Such restrictions begin at Closing and end on the earlier of (i) the date that is 180 days or 365 days (depending on the relevant holder) after Closing, (ii) the closing of a merger, liquidation, stock exchange, reorganization or other similar transaction after the Closing date of the Merger that results in all of the public stockholders of NewCo having the right to exchange their shares of NewCo Common Stock for cash securities or other property, (iii) the day after the date on which the closing price of the NewCo Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any twenty trading days within any thirty-trading day period commencing at least 150 days after the closing date of the Merger or (iv) the liquidation of NewCo.

However, following the expiration of such lockup, the Sponsor, certain directors and officers of PCCT and Spectaire Stockholders will not be restricted from selling shares of NewCo’s Common Stock held by them, other than by applicable securities laws. Upon completion of the Business Combination, the Sponsor, certain directors and officers of PCCT and the Spectaire Stockholders will collectively beneficially own approximately 88.1% of the outstanding shares of NewCo Common Stock, assuming that no additional Public Shareholders redeem their Public Shares in connection with the Business Combination. Assuming maximum redemption of 2,457,892 Public Shares in connection with the Business Combination and 2,457,892 PCCT Class A Ordinary Shares are purchased from such redeeming Public Shareholders by Meteora, pursuant to the Forward Purchase, then the Sponsor, certain directors and officers of PCCT and Spectaire Stockholders would collectively beneficially own approximately 88.1% of the outstanding shares of NewCo Common Stock.

The shares held by the Sponsor, certain directors and officers of PCCT and Spectaire Stockholders of may be sold after the expiration of the applicable lock-up period under the Lock-Up Agreement. As restrictions on

51

resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in NewCo’s share price or the market price of NewCo Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

NewCo will be an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make NewCo Common Stock less attractive to investors.

NewCo qualifies as an “emerging growth company,” as defined in the JOBS Act. While NewCo remains an emerging growth company, it is permitted to and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include: (1) an exemption from compliance with the auditor attestation requirement in the assessment of NewCo’s internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (2) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (3) reduced disclosure obligations regarding executive compensation arrangements in NewCo’s periodic reports, registration statements, and proxy statements, and (4) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the information NewCo provides will be different than the information that is available with respect to other public companies that are not emerging growth companies.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as NewCo is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

NewCo cannot predict whether investors will find NewCo Common Stock less attractive if it relies on these exemptions. If some investors find NewCo Common Stock less attractive as a result, there may be a less active trading market for NewCo Common Stock. The market price of NewCo Common Stock may be more volatile.

NewCo will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which NewCo has total annual gross revenue of at least $1.235 billion, or (c) in which NewCo is deemed to be a large accelerated filer, which means the market value of NewCo Common Stock that is held by non-affiliates equaled or exceeded $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which NewCo has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

NewCo’s management has limited experience in operating a public company.

NewCo executive officers have limited experience in the management of a U.S. publicly traded company. NewCo management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of NewCo. NewCo may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for NewCo to achieve the level of accounting

52

standards required of a public company in the United States may require costs greater than expected. It is possible that NewCo will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Risks Related to the Business Combination

The market price of shares of NewCo Common Stock after the Business Combination may be affected by factors different from those currently affecting the prices of Public Shares.

Upon completion of the Business Combination, holders of Spectaire Capital Stock, Spectaire Options and Spectaire RSUs will become holders of shares of NewCo Common Stock. Prior to the Business Combination, PCCT has had limited operations. Upon completion of the Business Combination, NewCo’s results of operations will depend upon the performance of Spectaire’s business, which are affected by factors that are different from those currently affecting the results of operations of PCCT.

There can be no assurance that NewCo Common Stock will be approved for listing on Nasdaq or that NewCo Common Stock will be able to comply with the continued listing standards of Nasdaq.

In connection with the closing of the Business Combination, PCCT intends to list NewCo Common Stock on Nasdaq under the symbol “SPEC.” NewCo’s continued eligibility for listing may depend on the number of PCCT Ordinary Shares that are converted. If, after the Business Combination, Nasdaq delists NewCo Common Stock from trading on its exchange for failure to meet the listing standards, NewCo and its stockholders could face significant material adverse consequences, including:

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: approval of the Business Combination and related agreements and transactions by the respective shareholders of PCCT and stockholders of Spectaire, the absence of any legal restraints on the Closing, PCCT having at least $5,000,001 of net tangible assets upon the Closing, and receipt of conditional approval for listing on Nasdaq the shares of New Common Stock to be issued in connection with the Merger. These conditions to the Closing may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after shareholder approval, or PCCT or Spectaire may elect to terminate the Merger Agreement in certain other circumstances. See the section entitled “The Merger Agreement—Termination” for more information.

Spectaire will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on Spectaire’s employees and customers may have an adverse effect on Spectaire and consequently on PCCT. These uncertainties may impair Spectaire’s

53

ability to attract, retain and motivate key personnel until the Business Combination is completed and could cause customers and others that deal with Spectaire to seek to change existing business relationships with Spectaire. Retention of certain employees may be challenging during the pendency of the Business Combination as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, NewCo’s business following the Business Combination could be negatively impacted. In addition, the Merger Agreement restricts Spectaire from making certain expenditures and taking other specified actions without the consent of PCCT until the Business Combination occurs. These restrictions may prevent Spectaire from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See the section entitled “The Merger Agreement—Covenants.”

PCCT directors and officers and the Sponsor and its affiliates may have interests in the Business Combination different from the interests of Public Shareholders.

Executive officers of PCCT negotiated the terms of the Merger Agreement with their counterparts at Spectaire, and the PCCT Board determined that entering into the Merger Agreement was in the best interests of PCCT and its shareholders, declared the Merger Agreement advisable and recommended that PCCT shareholders approve the Condition Precedent Proposals. In considering these facts and the other information contained in this proxy statement, you should be aware that PCCT’s executive officers and directors, as well as the Sponsor and its affiliates, may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Public Shareholders. The PCCT Board was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to PCCT’s shareholders that they vote to approve the Business Combination. These interests include, among other things:

54

55

56