Spectaire to Go Public via Business Combination with Perception Capital Corp. II
Positioned to Meet Growing Customer Demand for Accurate, Real-Time Emissions Data to Smooth the Global Energy Transition
Combination Will Allow Spectaire to Pursue Significant Market Opportunity. The proposed business combination is expected to allow Spectaire to better fulfill growing demand for monitoring and measurement technology needed to meet emissions reduction commitments. Customers are able to save money and generate carbon credits by relying on Spectaire’s accurate, real-time data, rather than online estimating tools, which can overstate emissions by up to 60%.
No Viable Competitors. We believe that Spectaire's micro-mass-spectrometer (MMS) device is the world's first and only MMS that can directly measure actual emissions in vehicular use. Spectaire’s MMS device is an emissions measurement product that is mobile, affordable and reliable.
Compelling Margins and Path to Profitability. The company is expected to benefit from three high-margin revenue streams: direct sales of its MMS device, annual maintenance subscriptions and a 50% share of carbon credits generated from emissions reductions. Spectaire expects to achieve positive EBITDA and cash flow by 2024.
Proprietary Technology Developed at M.I.T. Spectaire has an exclusive license to the innovative, patented micro-mass-spectrometer technology developed by scientists from Massachusetts Institute of Technology (M.I.T.).
Highly Experienced Management Team Ready to Commercialize Market Opportunity. Spectaire has an experienced leadership team with a track record of successfully developing and deploying cutting edge technologies from product inception to successful market launch.
Proven Investors and Operators Guiding the Company Forward. The sponsors of Perception have played a leadership role in a number of initial public offerings, SPACs and other transactions. Team members have served and successfully grown multiple public companies.
No Minimum Cash Condition. The transaction has no minimum cash condition and prior to signing the business combination agreement, Perception Capital entered into a forward purchase agreement with Meteora Capital, LLC for the full amount of cash in trust.
January 17, 2023 08:00 AM Eastern Standard Time
WATERTOWN, Mass. & WAYZATA, Minn.--(BUSINESS WIRE)--Spectaire Inc. (“Spectaire”), a provider of cutting-edge solutions for customers to monitor, track and meet emissions targets via its patented micro-mass-spectrometer (MMS) device, today announced entry into a definitive agreement to go public via a business combination (the “Transaction”) with Perception Capital Corp. II (NASDAQ: PCCT) (“Perception”).
Amid the global energy transition, companies are seeking solutions to reduce emissions in response to new regulatory standards, investor demands and their own net zero deadlines. Companies required to report carbon emissions throughout their supply chain must accurately measure the effect of their emissions mitigation strategies. Spectaire’s direct measurement technology replaces current methods of “estimating” emissions based on mileage and fuel consumption, which can overstate emissions by up to 60%. Spectaire’s products are intended to immediately help customers lower carbon offset payments, increase fleet activity efficiency and generate new revenue streams from carbon credits. Going forward, Spectaire’s growing proprietary emissions database – comprised of actual emissions of mobile assets across different logistics channels – is expected to provide valuable data for customers to continuously and cost effectively improve the efficiency of customers’ logistics networks.
Invented and patented by Spectaire scientists at M.I.T., Spectaire’s MMS device is battery-powered, cloud-connected and about the size of a small tablet. Durable and mountable on a commercial vehicle, Spectaire’s MMS device directly measures emissions and continuously relays accurate, auditable, real-time data into a cloud database, which customers can integrate into their ESG commitments.
“Our technology is a win for our customers, our investors and the planet. Improving air quality is the single greatest challenge of this century and companies are under increasing pressure to account for – and reduce – their carbon footprints. They need tools to accurately track and report emissions in real time, and to reduce emissions, we must first accurately measure emissions. This is especially true in logistics, where an infinite number of variables change truck emission profiles minute-to-minute, mile-to-mile. Our MMS device is expected to give our customers a significant competitive edge by helping them lower costs, improve logistics network efficiency and access carbon credit revenues. I look forward to working with the Perception team to expand and accelerate production, thus bringing our MMS technology to more customers,” said Brian Semkiw, Chief Executive Officer of Spectaire.
Scott Honour, Chairman of Perception said, “Perception has sought a cutting-edge company in the industrial technology sector. We found that in Spectaire. Brian and the team of scientists from M.I.T. have done groundbreaking work. We believe that no other company is offering what they are in emissions monitoring and measurement. We expect that Spectaire will create significant value for their customers while growing revenue and becoming profitable. Perception looks forward to adding its expertise growing successful public companies to Spectaire’s business and is enthusiastic about what’s next for our partnership.”
The parties expect that the proposed Transaction will allow Spectaire to expand production of its emissions measurement and monitoring solution, meeting strong demand from existing and future customers. The proposed Transaction values Spectaire at a pro forma enterprise valuation of approximately $203M. The proposed Transaction has no minimum cash condition and a pre-arranged forward purchase agreement with Meteora Capital, LLC for the full amount of its cash in trust.
The Boards of Directors of Perception and Spectaire have both unanimously approved the proposed Transaction. The proposed Transaction has also been approved by the requisite stockholders of Spectaire. Completion of the transaction is subject to customary closing conditions, including the approval of Perception’s shareholders. The parties expect the proposed Transaction to close in the second quarter of 2023.
Upon the closing of the proposed Transaction, the combined company will be named Spectaire Holdings Inc., and its common equity securities and warrants are expected to continue to be listed on the Nasdaq Stock Market.