4//SEC Filing
Mendes Rui 4
Accession 0001013762-23-005949
CIK 0001844149other
Filed
Oct 22, 8:00 PM ET
Accepted
Oct 23, 8:50 PM ET
Size
8.6 KB
Accession
0001013762-23-005949
Insider Transaction Report
Form 4
Mendes Rui
Chief Information Officer
Transactions
- Award
Common Stock
2023-10-19+1,279,577→ 1,279,577 total - Award
Earnout Rights
2023-10-19+873,625→ 873,625 total→ Common Stock (873,625 underlying)
Footnotes (3)
- [F1]Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of January 16, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Perception Capital Corp. II), Perception Spectaire Merger Sub Corp. and Spectaire, Inc. ("Legacy Spectaire"), pursuant to which share of common stock of Legacy Spectaire automatically converted into the right to receive (i) cash and Common Stock of the Issuer and (ii) the right to receive Earnout Shares (as defined below). Pursuant to the Merger Agreement, each unvested award of restricted stock units of Legacy Spectaire automatically converted into the right to receive (i) securities of the Issuer with the same terms and conditions and (ii) the right to receive Earnout Shares, which will be subject to the reporting person's continued service to the Issuer.
- [F2]Includes 684,971 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire.
- [F3]Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock (the "Earnout Share") upon the satisfaction of certain price thresholds. Pursuant to an "earnout" provision in the Merger Agreement, the Earnout Shares may be issued in three equal tranches upon the volume-weighted price per share of the Issuer's Common Stock equaling or exceeding $15.00, $20.00 or $25.00 for at least 20 trading days in any consecutive 30-day trading period within the five-year period following the closing of the Issuer's business combination.
Documents
Issuer
Spectaire Holdings Inc.
CIK 0001844149
Entity typeother
Related Parties
1- filerCIK 0001996840
Filing Metadata
- Form type
- 4
- Filed
- Oct 22, 8:00 PM ET
- Accepted
- Oct 23, 8:50 PM ET
- Size
- 8.6 KB