SPEC Spectaire Holdings Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 13, 2023

 

Spectaire Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40976		98-1578608
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

155 Arlington St., Watertown, MA		02472
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (508) 213-8991

 

3109 W 50th St., #207, Minneapolis, MN 55410

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		SPEC		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50		SPECW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01 Entry into a Material Definitive Agreement

 

On November 13, 2023, Spectaire Holdings Inc. (the “Company”) issued a press release announcing the sale of 12,500 carbon offset credits for $750,000. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated November 13, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Spectaire Holdings Inc.
Date: November 13, 2023	By:	/s/ Brian Semkiw
	Name:	Brian Semkiw
	Title:	Chief Executive Officer

 

Exhibit 99.1

 

 

SPECTAIRE AND SANKOFA LTD ANNOUNCE SALE OF $750,000 USD OF
CARBON OFFSET CREDITS

 

WATERTOWN, Mass., Nov. 13, 2023 – Spectaire Holdings Inc. (NASDAQ: SPEC) (“Spectaire”), a provider of air quality monitoring and emissions reduction services, is pleased to announce the sale of 12,500 carbon offset credits for $750,000 USD with Sankofa LTD (“Sankofa”) acting as broker to the transaction. This transaction marks a significant milestone in the carbon offset marketplace, as management believes these credits will be some of the first credits sold based on measurement of actual emissions in the field.

 

Traditionally, carbon offsets are approved at the program level where the environmental impact is estimated, and carbon credits are issued based on those projections. Through AireCore, Spectaire measures emissions directly in the field resulting in what management believes are some of the first carbon credits sold based on the measurement of actual reductions.

 

Carbon credits play a pivotal role in the infrastructure of emissions reduction. However, the market is challenged by the lack of precision and credit level auditability. With AireCore, each credit can be audited to see when and where the reductions occurred as well as what specific gases were impacted. Management expects the specificity and traceability of Spectaire’s next generation offsets to give consumers enduring value through carbon credits backed by measured results.

 

“As the demand for carbon credits increases, the historical land-use based supply does not offer the same level of traceability and specificity as those measured through AireCore. The world needs carbon credits that are accurately measured to achieve the NET ZERO targets confidently,” said Brian Semkiw, Founder and CEO of Spectaire. “Sankofa continues to be an excellent partner finding environmentally progressive companies, who are taking affirmative action to reduce Scope 1 and Scope 2 emissions and complementing those efforts through investment in carbon credits.”

 

“Sankofa is committed to the use of carbon offsets in addition to operational reduction in emissions,” said Aviram Malik, CEO of Sankofa LTD. “This initial placement of 12,500 credits with a client who understands the value in carbon credits that are measured not estimated is a great first step in the adoption of a new baseline of carbon credit transparency. Sankofa recommends to our clients to not just invest in carbon offsets but to take ownership of the selection criteria and we believe educated clients understand Spectaire measured carbon credits will appreciate in value over time.”

 

About Spectaire

 

Spectaire (Nasdaq: SPEC) is a provider of air quality monitoring and emissions reduction services. Spectaire is dedicated to delivering effective solutions that help businesses worldwide reduce their carbon footprint, with a focus on creating high-quality, traceable carbon credits.

 

About Sankofa

 

Sankofa (https://sankofa.earth/) is positioned to impact the carbon credit market by injecting liquidity and transparency into carbon credit transactions. Through their active role in transactions connecting progressive buyers and sellers of innovative technology-driven credits, Sankofa helps restore a direct flow of capital, with the aim to ensure optimal impact to the United Nations Sustainable Development agenda.

 

 

Forward-Looking Statements

 

This release contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the anticipated value of Spectaire’s next-generation carbon credit offsets. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “would,” “will continue,” “will likely result” and similar expressions.

 

The forward-looking statements are based on the current expectations of the management of Spectaire and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations, and assumptions. Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made by Spectaire with the U.S. Securities and Exchange Commission (the “SEC”) and the following: Spectaire’s ability to operate as a going concern; Spectaire’s requirement of significant additional capital; Spectaire’s limited operating history; Spectaire’s history of losses; Spectaire’s ability to attract qualified management; Spectaire’s ability to adapt to rapid and significant technological change and respond to introductions of new products in order to remain competitive; the loss of, or nonperformance by, one or more significant customers; disruptions of Spectaire’s manufacturing operation; changes in governmental regulations reducing demand for Spectaire’s products or increasing Spectaire’s expenses; the effects of global health crises on Spectaire’s business plans, financial condition and liquidity; changes or disruptions in the securities markets; legislative, political or economic developments; Spectaire’s failure to obtain any necessary permits or comply with laws and regulations and other regulatory requirements; accidents, equipment breakdowns, labor disputes or other unanticipated difficulties or interruptions; potential cost overruns or unanticipated expenses in development programs; potential legal proceedings; and Spectaire’s failure to obtain or maintain insurance covering all of Spectaire’s operations.

 

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Spectaire prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

 

All subsequent written and oral forward-looking statements concerning matters addressed herein and attributable to Spectaire or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Except to the extent required by applicable law or regulation, Spectaire undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

 

Press Contact: Chris Grossman, CGrossman@Spectaire.com

 

Website: Spectaire.com

 

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v3.23.3

Cover	Nov. 13, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 13, 2023
Entity File Number	001-40976
Entity Registrant Name	Spectaire Holdings Inc.
Entity Central Index Key	0001844149
Entity Tax Identification Number	98-1578608
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	155 Arlington St.
Entity Address, City or Town	Watertown
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02472
City Area Code	508
Local Phone Number	213-8991
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SPEC
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol	SPECW
Security Exchange Name	NASDAQ

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