SEC Comment Letter 0000000000-23-004296 to Spectaire Holdings Inc. (SPEC, SPECW) (CIK 0001844149)
Spectaire Holdings Inc. (SPEC, SPECW) (CIK 0001844149)
Date: April 27, 2023 · CIK: 0001844149 · Accession: 0000000000-23-004296
AI Filing Summary & Sentiment
File numbers found in text: 001-40976
Letter
United States securities and exchange commission logo April 27, 2023 Rick Gaenzle Chief Executive Officer Perception Capital Corp. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 Re:Perception Capital Corp. II Form 10-K for the Year Ended December 31, 2022 File No. 001-40976 Dear Rick Gaenzle: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Year Ended December 31, 2022 Exhibits 31.1 and 31.2, page E-31 1.The certifications filed as Exhibits 31.1 and 31.2 do not include the introductory language in paragraph 4 and paragraph 4(b) referring to internal control over financial reporting. Please amend your filing to include the certifications exactly as set forth in Item 601(b)(31) of Regulation S-K. Refer to Question 246.13 of the Regulation S-K C&DIs. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameRick Gaenzle Comapany NamePerception Capital Corp. II April 27, 2023 Page 2 FirstName LastName Rick Gaenzle Perception Capital Corp. II April 27, 2023 Page 2 You may contact Nudrat Salik at (202) 551-3692 or Al Pavot at (202) 551-3738 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
April 27, 2023
Rick Gaenzle
Chief Executive Officer
Perception Capital Corp. II
315 Lake Street East, Suite 301
Wayzata, MN 55391
Re:Perception Capital Corp. II
Form 10-K for the Year Ended December 31, 2022
File No. 001-40976
Dear Rick Gaenzle:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Exhibits 31.1 and 31.2, page E-31
1.The certifications filed as Exhibits 31.1 and 31.2 do not include the introductory language
in paragraph 4 and paragraph 4(b) referring to internal control over financial reporting.
Please amend your filing to include the certifications exactly as set forth in Item
601(b)(31) of Regulation S-K. Refer to Question 246.13 of the Regulation S-K C&DIs.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
FirstName LastNameRick Gaenzle
Comapany NamePerception Capital Corp. II
April 27, 2023 Page 2
FirstName LastName
Rick Gaenzle
Perception Capital Corp. II
April 27, 2023
Page 2
You may contact Nudrat Salik at (202) 551-3692 or Al Pavot at (202) 551-3738 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services