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): January 18, 2024

 

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

 

Not applicable.
(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 January 18, 2024, Spectaire Holdings Inc. (the “Company”) issued a press release announcing the completion of the previously announced forward purchase transaction with certain funds affiliated with Meteora Capital LLC. 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 January 18, 2024
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: January 18, 2024

 

	By:	/s/ Brian Semkiw
	Name:	Brian Semkiw
	Title:	Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

SPECTAIRE ANNOUNCES THE COMPLETION OF THE FORWARD PURCHASE AGREEMENT WITH METEORA FUNDS

 

WATERTOWN, Mass., Jan. 18, 2024 - Spectaire Holdings Inc. (NASDAQ: SPEC), a global leader in air quality monitoring and emissions reduction technology, today announced the completion of the Forward Purchase Agreement (“FPA”) entered into on January 14, 2022 between Perception Capital Corp. II (“PCCT”) and Meteora Funds (“Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”).

 

Pursuant to the terms of the agreement, the Seller had purchased 885,574 of Spectaire’s common shares from holders who elected to redeem such shares in connection with the Business Combination. After receiving a final Optional Early Termination (“OET”) notice, the Seller communicated that all shares have been sold, leaving no shares left as part of the FPA. The capital raised as a result of the completion of the FPA has financed accelerated production for Spectaire’s AireCore solution.

 

About Spectaire

 

Spectaire (Nasdaq: SPEC) is at the forefront of air quality monitoring and emissions reduction technology. Spectaire provides innovative solutions that foster environmental sustainability and corporate responsibility.

 

Forward-Looking Statements

 

This release contains certain forward-looking statements within the meaning of the federal securities laws. 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: IR@Spectaire.com

 

Website: Spectaire.com

 

 

v3.23.4

Cover	Jan. 18, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2024
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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