| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
Extraordinary General Meeting
On October 13, 2023, Perception Capital Corp. II (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”), at which holders of 1,534,487 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 5,750,000 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and, together with Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 92.26% of the issued and outstanding 7,830,915 Ordinary Shares entitled to vote thereat as of September 26, 2023 (the “Record Date”), constituting a quorum. Shareholders of record as of the close of business on the Record Date are referred to herein as “Shareholders.” A summary of the voting results and matters presented at the Meeting is set forth below.
The Business Combination Proposal
Shareholders approved, by ordinary resolution, the proposal to adopt the Agreement and Plan of Merger, dated as of January 16, 2023 (the “Merger Agreement”), by and among the Company, Perception Spectaire Merger Sub Corp., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), and Spectaire Inc., a Delaware corporation (“Spectaire”), which provides for, among other things, the merger of Merger Sub with and into Spectaire (the “Merger”), with Spectaire surviving the Merger as a direct wholly-owned subsidiary of the Company (the Merger and other transactions contemplated by the Merger Agreement, the “Business Combination”). The voting results for such proposal were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
| 7,013,879 |
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210,608 |
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0 |
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— |
The Domestication Proposal
Shareholders approved, by special resolution, the proposal to adopt the change of the Company’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”). References to “NewCo” are to the Company following the Domestication. The voting results for such proposal were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
| 7,013,879 |
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210,608 |
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0 |
|
— |
The Organizational Documents Proposals
Shareholders approved four separate proposals with respect to the following material differences between the Company’s Amended and Restated Memorandum and Articles of Association (as may be amended, the “Charter”) and the proposed certificate of incorporation and the proposed bylaws of NewCo (collectively, the “Proposed Organizational Documents”), a corporation incorporated in the State of Delaware, each to be effective upon the Domestication in accordance with Section 388 of the Delaware General Corporation law (the “DGCL”), which will be renamed “Spectaire Holdings Inc.” in connection with the Business Combination.
Organizational Documents Proposal A
Shareholders approved, by special resolution, the proposal to increase the authorized share capital of the Company from 500,00,000 Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares and 5,000,000 preference shares, par value $0.0001 per share, to 600,000,000 shares of common stock, par value $0.0001 per share, of Spectaire Holdings Inc. (“NewCo Common Stock”) and 20,000,000 shares of preferred stock, par value $0.0001 per share, of Spectaire Holdings Inc. (“NewCo Preferred Stock”). The voting results for such proposal were as follows:
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|
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For |
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Against |
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Abstain |
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Broker Non-Votes |
| 7,013,879 |
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210,608 |
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0 |
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— |