SEC Comment Letter 0000000000-23-007647 to Spectaire Holdings Inc. (SPEC, SPECW) (CIK 0001844149)
Spectaire Holdings Inc. (SPEC, SPECW) (CIK 0001844149)
Date: July 18, 2023 · CIK: 0001844149 · Accession: 0000000000-23-007647
AI Filing Summary & Sentiment
File numbers found in text: 333-272880
Letter
United States securities and exchange commission logo July 18, 2023 Rick Gaenzle Chief Executive Officer Perception Capital Corp. II 315 Lake Street East, Suite 301 Wayzata, MN 55391 Re:Perception Capital Corp. II Registration Statement on Form F-4 Filed June 23, 2023 File No. 333-272880 Dear Rick Gaenzle: We have reviewed your registration statement 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 this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-4 filed June 23, 2023 U.S. Federal Income Tax Considerations, page 227 1.We note your response to our prior comment 7 and are unable to agree. Please file a tax opinion as an exhibit to the registration statement as we view the tax consequences to be material to the transaction and your disclosure contains representations as to the tax-free nature of the transaction. In this regard, we note that if the tax consequences are material to the transaction as a whole, which we believe to be the case with respect to the merger, then disclosure and an appropriate tax opinion are required with respect to the transaction as a whole. If there is uncertainty regarding the tax treatment of the merger, counsel may issue a "should" or "more likely than not" opinion to make clear that the opinion is subject to a degree of uncertainty, and explain why it cannot give a firm opinion.
FirstName LastNameRick Gaenzle Comapany NamePerception Capital Corp. II July 18, 2023 Page 2 FirstName LastName Rick Gaenzle Perception Capital Corp. II July 18, 2023 Page 2 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Jordan Nimitz at 202-551-5831 or Jane Park at 202-551-7439 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Michael Mies, Esq.
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United States securities and exchange commission logo
July 18, 2023
Rick Gaenzle
Chief Executive Officer
Perception Capital Corp. II
315 Lake Street East, Suite 301
Wayzata, MN 55391
Re:Perception Capital Corp. II
Registration Statement on Form F-4
Filed June 23, 2023
File No. 333-272880
Dear Rick Gaenzle:
We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed June 23, 2023
U.S. Federal Income Tax Considerations, page 227
1.We note your response to our prior comment 7 and are unable to agree. Please file a tax
opinion as an exhibit to the registration statement as we view the tax consequences to be
material to the transaction and your disclosure contains representations as to the tax-free
nature of the transaction. In this regard, we note that if the tax consequences are material
to the transaction as a whole, which we believe to be the case with respect to the merger,
then disclosure and an appropriate tax opinion are required with respect to the transaction
as a whole. If there is uncertainty regarding the tax treatment of the merger, counsel may
issue a "should" or "more likely than not" opinion to make clear that the opinion is subject
to a degree of uncertainty, and explain why it cannot give a firm opinion.
FirstName LastNameRick Gaenzle
Comapany NamePerception Capital Corp. II
July 18, 2023 Page 2
FirstName LastName
Rick Gaenzle
Perception Capital Corp. II
July 18, 2023
Page 2
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jordan Nimitz at 202-551-5831 or Jane Park at 202-551-7439 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Michael Mies, Esq.