Spectaire Holdings Inc.: debt financing — Perception Capital Corp. II increases sponsor loan facility to $1.2M to extend combination deadline

Spectaire Holdings Inc.

Convertible promissory note raised from $720,000 to $1,200,000 with sponsor Perception Capital Partners II LLC.
Increase conditioned on shareholder approval to extend initial business combination deadline from May 1 to Nov 1, 2023.
Sponsor to make monthly contributions of $0.04 per outstanding Class A share until aggregate advances reach $1.2M.
Up to $1.2M may be converted into warrants at $1.00/warrant; warrants exercisable at $11.50/share, identical to private placement warrants.
If shareholders do not approve extension, company will redeem Class A shares and wind up.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Spectaire Holdings Inc. amended convertible notes of up to $1,200,000 with Perception Capital Partners II LLC at will not bear any interest maturing upon the earlier of (i) the date by which the company must complete an initial business combination and (ii) the consummation of an initial business combination.

Instrument: convertible notes
Principal: up to $1,200,000
Counterparty: Perception Capital Partners II LLC
Rate: will not bear any interest
Maturity: upon the earlier of (i) the date by which the company must complete an initial business combination and (ii) the consummation of an initial business combination
Event: amendment

Exact text from the filing

On April 10, 2023, the company issued an amended and restated convertible promissory note (the “A&R extension loan”) to the sponsor, which amended and restated the original extension loan in its entirety to, among other things, increase the aggregate principal amount available thereunder from $720,000 to $1,200,000

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Spectaire Holdings Inc. amended A&R extension loan with Perception Capital Partners II LLC valued at $1,200,000 (effective 2023-04-10).

Action: amendment
Agreement: credit facility
Counterparty: Perception Capital Partners II LLC
Value: $1,200,000
Effective: 2023-04-10

Exact text from the filing

On April 10, 2023, the company issued an amended and restated convertible promissory note (the “A&R extension loan”) to the sponsor, which amended and restated the original extension loan in its entirety to, among other things, increase the aggregate principal amount available thereunder from $720,000 to $1,200,000

View on SEC.gov

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Source: SEC EDGAR

accession 0001564590-23-005603

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