Spectaire(US:SPEC)2022-05-16 21:00PART I - FINANCIAL INFORMATION Condensed Financial Statements Perception Capital Corp. II reported $234.4 million in assets and a $490,179 net loss for Q1 2022, with going concern uncertainty Condensed Balance Sheet Highlights (in USD) | Metric | March 31, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--- | :--- | :--- | | Assets | | | | Cash | $530,707 | $818,833 | | Investments held in Trust Account | $233,470,944 | $233,452,747 | | Total Assets | $234,406,065 | $234,721,028 | | Liabilities & Equity | | | | Total Liabilities | $8,642,312 | $8,467,096 | | Class A ordinary shares subject to possible redemption | $233,450,000 | $233,450,000 | | Total Shareholders' Deficit | $(7,686,247) | $(7,196,068) | Condensed Statement of Operations (Q1 2022 vs Inception Period) | Metric | Three Months Ended March 31, 2022 | Period from Jan 21, 2021 (Inception) to Mar 31, 2021 | | :--- | :--- | :--- | | Operating and formation costs | $508,376 | $5,500 | | Interest and dividend income | $18,197 | $0 | | Net loss | $(490,179) | $(5,500) | | Basic and diluted net loss per share | $(0.02) | $(0.00) | Condensed Statement of Cash Flows (Q1 2022) | Metric | Three Months Ended March 31, 2022 | | :--- | :--- | | Net cash used in operating activities | $(281,126) | | Net cash used in financing activities | $(7,000) | | Net Change in Cash | $(288,126) | | Cash - End of period | $530,707 | - The company has until November 1, 2022, to complete a Business Combination, with an option to extend up to May 1, 2023, raising substantial doubt about its going concern ability4445 Management's Discussion and Analysis of Financial Condition and Results of Operations Management confirms the company is a blank check entity with no operations, reporting a $490,179 net loss for Q1 2022, and faces a business combination deadline raising going concern doubts - The company is a blank check entity focused on a business combination, with activities limited to organizational tasks and target search117118 Q1 2022 Financial Results Summary | Metric | Value | | :--- | :--- | | Net Loss | $490,179 | | Operating and formation costs | $508,376 | | Interest and dividend income | $18,197 | - As of March 31, 2022, the company had $530,707 in cash outside the trust account, with a business combination deadline of November 1, 2022, raising going concern doubts125127128 - A deferred underwriting commission of $8,050,000 is payable only upon successful completion of a business combination133 Quantitative and Qualitative Disclosures About Market Risk This section is not applicable because the company qualifies as a smaller reporting company - This item is not applicable as the company is a smaller reporting company143 Controls and Procedures As of March 31, 2022, disclosure controls were effective, with no material changes to internal control over financial reporting - As of March 31, 2022, the CEO and CFO concluded the company's disclosure controls and procedures were effective146 - No material changes occurred in internal control over financial reporting during the quarter147 PART II - OTHER INFORMATION Legal Proceedings The company is not currently involved in any material legal proceedings, nor is it aware of any threatened ones - The company is not currently subject to any material legal proceedings, nor are any threatened against it149 Risk Factors Geopolitical instability from the Russian invasion of Ukraine is a material risk, potentially affecting business combination search and target operations - Geopolitical conditions from the invasion of Ukraine by Russia may materially affect the Business Combination search, leading to market disruptions and volatility151152 - No other material changes to risk factors were noted from the Company's annual report on Form 10-K, except for the new geopolitical risk150 Unregistered Sales of Equity Securities and Use of Proceeds Details use of $230 million IPO proceeds, with $233.45 million placed in trust, and unregistered sales of founder shares and private placement warrants to the sponsor - The November 1, 2021 IPO generated $230,000,000 gross proceeds, with $233,450,000 net proceeds placed in the Trust Account156158 - The sponsor purchased 5,750,000 founder shares for $25,000 and 10,050,000 private placement warrants for $10,050,000 in unregistered sales153155 Defaults Upon Senior Securities The company reports no defaults upon senior securities - The company reports no defaults160 Mine Safety Disclosures This section is not applicable to the company - This item is not applicable161 Other Information The company reports no other information for this item - The company reports no other information162 Exhibits This section lists exhibits filed with Form 10-Q, including SOX certifications and Inline XBRL documents - The report lists certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and various Inline XBRL files as exhibits165 Signatures