EX-FILING FEES 6 d451882dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-4

(Form Type)

Perception Capital Corp. II

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                 
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

Rule

 

Amount

Registered(1) (2)

 

Proposed
Maximum
Offering

Price Per

Unit

 

Maximum
Aggregate
Offering

Price

 

Fee

Rate

  Amount of
Registration
Fee
Newly Registered Securities
                 
Fees to Be Paid   Equity   Common Stock   Rule
457(f)(1)
  7,868,016(3)   $11.00(4)   $86,548,176.00   0.0001102   $9,537.61
                 
    Equity   Redeemable Warrants   Rule
457(f)(1)
  11,500,000(5)     $—     $—(6)
                 
    Equity   Common Stock issuable on exercise of the Redeemable Warrants  

Rule

457(g)

  11,500,000   $11.50(7)   $132,250,000.00   0.0001102   $14,573.95
           
    Total Offering Amounts     $218,798,176.00     $24,111.56
           
    Total Fees Previously Paid         $17,610.29
           
    Total Fee Offsets        
           
    Net Fee Due               $6,501.27

 

(1)

Immediately prior to the consummation of the merger (the “Merger”) described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Perception Capital Corp. II, a Cayman Islands exempted company (“PCCT”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which PCCT’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). Following the Domestication, all securities being registered will be issued by PCCT, which will be renamed “Spectaire Holdings, Inc.” upon the consummation of the Merger, as further described in the proxy statement/prospectus. As used herein, “NewCo” refers to PCCT after the Domestication.

 

(2)

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(3)

The number of shares of common stock, par value $0.0001 per share, of NewCo (“NewCo Common Stock”) being registered represents (i) 2,080,915 shares of NewCo Common Stock, representing the maximum number of shares of NewCo Common Stock to be issued in connection with the Merger to holders of Class A ordinary shares, par value $0.0001 per share, of PCCT (“Class A Ordinary Shares”) and (ii) 5,787,101 shares of NewCo Common Stock issuable to the equityholders of Spectaire, Inc., a Delaware corporation (“Spectaire”), excluding shares of NewCo Common Stock that may be issued to Spectaire shareholders who entered into a written consent of the shareholders of Spectaire in favor of the Merger, in connection with the Merger, as described in the accompanying proxy statement/prospectus.


(4)

Estimated solely for the purpose of calculating the registration fee and calculated pursuant to Rule 457(f)(1) under the Securities Act, based upon the average of the high ($11.00) and low ($11.00) prices of Class A Ordinary Shares as reported on the Nasdaq Global Market on September 14, 2023 (such date being within five business days of the date that this registration statement was first filed with the SEC).

 

(5)

Represents the warrants to purchase NewCo Common Stock into which warrants to purchase Class A Ordinary Shares that were included as part of the units sold in PCCT’s initial public offering that was consummated on November 1, 2021 (“Public Warrants”) outstanding as of immediately prior to the closing of the Merger are converted.

 

(6)

No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.

 

(7)

Estimated solely for the purpose of calculating the registration fee and calculated pursuant to Rule 457(g)(1) under the Securities Act, based on the exercise price of the warrants.