Sec Form 4 Filing - Perception Capital Partners II LLC @ Spectaire Holdings Inc. - 2023-10-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Perception Capital Partners II LLC 2. Issuer Name and Ticker or Trading Symbol Spectaire Holdings Inc. [ SPEC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PERCEPTION CAPITAL PARTNERS II LLC, 3109 W 50TH ST., #207 3. Date of Earliest Transaction (MM/DD/YY) 10/19/2023 (Street) MINNEAPOLIS, MN55410 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/19/2023 J( 1 ) 585,000 D 5,075,000 D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Private Placement Warrants ( 3 ) 10/19/2023 J( 3 ) 10,050,000 ( 3 ) 10/19/2028 Common Stock 10,050,000 ( 3 ) 10,050,000 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Perception Capital Partners II LLC C/O PERCEPTION CAPITAL PARTNERS II LLC 3109 W 50TH ST., #207 MINNEAPOLIS, MN55410 X Perception Capital Partners LLC C/O PERCEPTION CAPITAL PARTNERS II LLC 3109 W 50TH ST., #207 MINNEAPOLIS, MN55410 X Northern Pacific Group, L.P. C/O PERCEPTION CAPITAL PARTNERS II LLC 3109 W 50TH ST., #207 MINNEAPOLIS, MN55410 X Honour Scott C/O PERCEPTION CAPITAL PARTNERS II LLC 3109 W 50TH ST., #207 MINNEAPOLIS, MN55410 X X Haymaker Marcy C/O PERCEPTION CAPITAL PARTNERS II LLC 3109 W 50TH ST., #207 MINNEAPOLIS, MN55410 X X Signatures /s/ See Signatures Included in Exhibit 99.1 10/23/2023 Signature of Reporting Person Date /s/ See Signatures Included in Exhibit 99.1 10/23/2023 Signature of Reporting Person Date /s/ See Signatures Included in Exhibit 99.1 10/23/2023 Signature of Reporting Person Date /s/ See Signatures Included in Exhibit 99.1 10/23/2023 Signature of Reporting Person Date /s/ See Signatures Included in Exhibit 99.1 10/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )To facilitate fundraising efforts of the Issuer (f/k/a Perception Capital Corp. II) in connection with the Issuer's proposed initial business combination, Perception Capital Partners II LLC ("Sponsor") agreed to forfeit for cancellation certain shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") upon the closing of the Issuer's initial business combination on October 19, 2023 (the "Closing"), pursuant to a letter agreement, dated October 4, 2023, between Sponsor and the Issuer. ( 2 )Sponsor is managed by Perception Capital Partners LLC, which is controlled by Northern Pacific Group, L.P. Scott Honour and Marcy Haymaker control Northern Pacific Group, L.P. As a result, Scott Honour and Marcy Haymaker may be deemed to beneficially own shares held by Sponsor by virtue of their indirect shared control over Sponsor. ( 3 )Represents warrants of the Issuer ("Private Placement Warrants") purchased by Sponsor in a private placement in connection with the Issuer's initial public offering. Each Private Placement Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised commencing thirty days following the Closing and expire on October 19, 2028.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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