Perception Capital II in an 8-K said it enterted into a $650,000 subscription agreement with Polar Multi-Strategy Master Fund. The money will be used for working capital, the SPAC said.
In return, Perception II will issue 0.9 shares for each dollar that Polar provides, or 585,000 shares.
The sponsor also agreed to forfeit 585,000 Class B shares.
Additionally, the SPAC disclosed that it received a Nasdaq notification of a listing deficiency for falling below the minimum threshold of 400 stockholders. Perception II has until Nov. 24 to submit a plan for regaining compliance, which it said it intends to do.
Since its IPO almost two years ago, Perception II has lost 89.3% of the original 23 million shares to redemptions.
The SPAC has a merger agreement with Spectaire, a solutions provider for customers to monitor, track and meet emissions targets via a patented micro-mass-spectrometer device.
As announced in January, the deal values Spectaire at a pro forma enterprise valuation of approximately $203 million.
The transaction has no minimum cash condition and prior to signing the business combination agreement Perception II entered into a forward purchase agreement with Meteora Capital for the full amount of the remaining cash in trust. Read more.
