Perception Capital Corp. II

A ratio range extending to 1-for-75 is among the most severe compressions a board can request and follows a May 6, 2024 Nasdaq deficiency letter, so the shares are trading at a small fraction of the $1.00 minimum bid requirement less than a year after the de-SPAC. The company states the split is also intended to support potential business and financing transactions, which means new issuance is expected once the price is reset, compounding dilution for existing holders. Holding the meeting physically in Ontario with no virtual option further limits participation by U.S. retail holders.

The warrant leg here is LARGER than the share leg: 11,500,000 warrants and the 11,500,000 shares they would become, against only 7,868,016 registered shares. Counting the share line alone would understate the potential issuance by more than half, so the warrant overhang is the dominant dilution factor in this registration. The domestication moves the surviving company to Delaware law before the merger. No vote date is stated in this portion.

Warrant shares are the larger half of the registration: 11,500,000 of the 19,368,016 total, against 7,868,016 issued in the merger itself. At the domestication both Class A and Class B ordinary shares convert one-for-one into a single class of NewCo common stock of $0.0001 par value, so the founder and public classes merge, and any unit not previously separated is cancelled for one share plus one-half of one warrant. Spectaire's stockholders, option holders and RSU holders receive NewCo stock plus a right to Spectaire Earnout Shares.

The two registered amounts are far out of proportion: 2,080,915 shares are issued in the domestication against 11,500,000 warrants and up to 11,500,000 shares issuable on their exercise, so the warrant overhang is several times the share base it attaches to. Class A and Class B ordinary shares both convert one-for-one into a single class of NewCo common stock, and an unseparated unit yields one share and one-half of one warrant. Spectaire's holders receive NewCo shares plus Spectaire Earnout Shares, whose amounts are not stated on the cover.

What is registered here is the domestication rather than the merger consideration: 2,080,915 shares against 11,500,000 warrants, so the warrants outnumber the shares this prospectus covers by more than five to one. Class A and Class B ordinary shares of $0.0001 par value both convert one-for-one into a single class of NewCo common stock, and an unseparated unit is cancelled for one share and one-half of one warrant. Spectaire's holders, option holders and RSU holders receive NewCo common stock plus a right to Spectaire Earnout Shares.

The registered amounts are lopsided from this first version: 2,080,915 shares against 11,500,000 warrants, so the warrant overhang is several times the share base created in the domestication. Class A and Class B ordinary shares both convert one-for-one into a single class of NewCo common stock, and an unseparated unit yields one share and one-half of one warrant. Spectaire's holders receive NewCo shares plus Spectaire Earnout Shares whose size is not stated on the cover, and the registrant's own cover footnote misspells the new name as Spectiare Holdings Inc.