WATERTOWN, Mass., June 03, 2024 (GLOBE NEWSWIRE) -- Spectaire Holdings Inc. (Nasdaq: SPEC) ("Spectaire" or the "Company,"), a pioneer in environmental measurement technology, is pleased to invite investors to a webinar on June 3, 2024, at 4:15 p.m. ET. The exclusive event, hosted by RedChip Companies, will feature Brian Semkiw, CEO of Spectaire, who will share insight into the Company's innovative AireCore technology and vast market potential. Spectaire represents a pioneering leap in environmental technolo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-40976 SPECTAIRE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 98-1578608 (S ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40976 Spectaire Holdings Inc. (Exact name of Registrant as specified in its Charter) Delaware 98-1578608 (State or other jurisdiction ...

PART I - FINANCIAL INFORMATION Presents condensed financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Condensed Financial Statements](index=7&type=section&id=Item%201.%20CONDENSED%20FINANCIAL%20STATEMENTS) Presents unaudited condensed financial statements for Spectaire Holdings Inc. as of September 30, 2023, detailing financial position, operations, equity, and cash flows [Condensed Balance Sheets](index=7&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2023, total assets were $23.2 million, liabilities $21.5 million, and shareholders' deficit $21.4 million Condensed Balance Sheet Summary (as of Sep 30, 2023 vs Dec 31, 2022) | Metric | Sep 30, 2023 (Unaudited) | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$23,169,377** | **$25,629,896** | | Investments held in Trust Account | $23,124,223 | $25,517,987 | | **Total Liabilities** | **$21,534,906** | **$11,301,531** | | Accounts payable | $5,478,623 | $783,055 | | Convertible promissory notes - related party | $2,054,516 | $221,631 | | Forward purchase units | $7,050,000 | $0 | | **Total shareholders' deficit** | **($21,389,752)** | **($11,089,622)** | | Class A ordinary shares subject to possible redemption | $23,024,223 | $25,417,987 | [Condensed Statements of Operations](index=8&type=section&id=Condensed%20Statements%20of%20Operations) Significant net losses for three and nine months ended September 30, 2023, driven by operating costs and unrealized losses on forward purchase units Statement of Operations Highlights (Unaudited) | Period | Net Loss (2023) | Net Loss (2022) | | :--- | :--- | :--- | | **Three months ended Sep 30** | **($3,820,074)** | **($1,434)** | | Operating and formation costs | $1,349,564 | $615,353 | | Unrealized loss on forward purchase units | ($2,760,000) | $0 | | **Nine months ended Sep 30** | **($7,237,691)** | **($539,366)** | | Operating and formation costs | $4,855,684 | $1,497,328 | | Unrealized loss on forward purchase units | ($3,220,000) | $0 | Net Loss Per Share (Class A & B) | Period | 2023 | 2022 | | :--- | :--- | :--- | | **Three months ended Sep 30** | ($0.49) | $0.00 | | **Nine months ended Sep 30** | ($0.91) | ($0.02) | [Condensed Statements of Changes in Shareholders' Deficit](index=9&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Shareholders' deficit increased to $21.4 million by September 30, 2023, due to net loss, stock remeasurement, and forward purchase units - The total shareholders' deficit grew to **$21,389,752** as of September 30, 2023, from $11,089,622 at December 31, 2022[20](index=20&type=chunk) - Key drivers for the increased deficit in the first nine months of 2023 include a net loss of **$7,237,691**, remeasurement of redeemable stock totaling **$1,647,439**, and an initial measurement of forward purchase units of **$3,830,000**[20](index=20&type=chunk) [Condensed Statements of Cash Flows](index=11&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Nine months ended September 30, 2023, saw $1.0 million cash used in operations, $3.2 million provided by investing, and $2.2 million used in financing Cash Flow Summary for the Nine Months Ended Sep 30 | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,028,169) | ($619,670) | | Net cash provided by investing activities | $3,231,757 | $0 | | Net cash used in financing activities | ($2,208,318) | ($7,000) | | **Net Change in Cash** | **($4,730)** | **($626,670)** | | **Cash - End of period** | **$0** | **$192,163** | [Notes to Unaudited Condensed Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Details company formation, IPO, merger agreement, charter extensions, related-party loans, going concern uncertainty, and post-period merger consummation - On January 16, 2023, the Company entered into a Merger Agreement with Spectaire Inc., with the business combination consummated subsequent to the reporting period on **October 19, 2023**[54](index=54&type=chunk)[68](index=68&type=chunk) - The company extended the deadline to complete a business combination to November 1, 2023, involving two charter extensions resulting in redemptions of **20,542,108** and **376,977** Class A ordinary shares, respectively[49](index=49&type=chunk)[50](index=50&type=chunk)[53](index=53&type=chunk) - As of September 30, 2023, the company had **$0** cash outside the Trust Account and negative working capital of **$15,854,752**, raising substantial doubt about its ability to continue as a going concern[70](index=70&type=chunk)[72](index=72&type=chunk) - Subsequent to the quarter end, the company consummated the business combination, entered into a **$3.5 million** PIPE subscription agreement, and amended its underwriting agreement to restructure deferred fee payments[148](index=148&type=chunk)[149](index=149&type=chunk)[157](index=157&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses financial condition, operations, and liquidity, covering Spectaire's AireCore technology, recent business combination, and net losses [Overview](index=33&type=section&id=Overview) Spectaire's AireCore platform uses patented micro mass spectrometry for real-time, direct measurement of greenhouse gas emissions - Spectaire's core offering, AireCore, is a fully integrated platform that uses mass spectrometry to directly measure CO2e and other greenhouse gas emissions for logistics and supply chain customers[159](index=159&type=chunk) - The technology, developed over 15 years at MIT, utilizes a proprietary miniaturized and ruggedized analyzer for mobile operation in harsh environments[159](index=159&type=chunk)[161](index=161&type=chunk) - A pilot study with an anchor customer found that a widely used emissions estimation standard overstated actual emissions by approximately **60%**, highlighting the need for Spectaire's direct measurement technology[160](index=160&type=chunk) [Recent Developments](index=34&type=section&id=Recent%20Developments) Post-period, the company consummated its business combination, changed its name and jurisdiction, and secured $3.5 million in PIPE financing - The business combination with Legacy Spectaire was consummated on **October 19, 2023**[167](index=167&type=chunk) - The company changed its jurisdiction of incorporation from the Cayman Islands to Delaware and its name from "Perception Capital Corp. II" to "Spectaire Holdings Inc." on **October 16, 2023**[170](index=170&type=chunk)[171](index=171&type=chunk) - A PIPE subscription agreement for **$3.5 million** was entered into, with an initial closing of **$500,000** concurrent with the business combination[172](index=172&type=chunk) - The deferred underwriting discount was amended, with **$1.5 million** payable at closing and the remaining **$4.135 million** payable within 24 months[169](index=169&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) No revenue generated; net losses of $3.8 million and $7.2 million for three and nine months ended September 30, 2023, due to costs and unrealized losses Net Loss Comparison | Period | Net Loss (2023) | Net Loss (2022) | | :--- | :--- | :--- | | **Three months ended Sep 30** | $3,820,074 | $1,434 | | **Nine months ended Sep 30** | $7,237,691 | $539,366 | - The net loss for the nine months ended Sep 30, 2023, was driven by **$4,855,684** in operating costs and a **$3,220,000** unrealized loss on forward purchase units, partially offset by **$837,993** in interest and dividend income[178](index=178&type=chunk) [Liquidity, Going Concern and Capital Resources](index=36&type=section&id=Liquidity%2C%20Going%20Concern%20and%20Capital%20Resources) As of September 30, 2023, the company had no cash outside the trust account, relying on loans, with going concern uncertainty addressed by the business combination - As of September 30, 2023, the company had **$0** cash held outside the trust account[186](index=186&type=chunk) - Liquidity was satisfied through working capital loans, extension loans, and the Spectaire Loan[186](index=186&type=chunk) - The company's ability to continue as a going concern was uncertain but addressed by the consummation of the business combination on **October 19, 2023**[188](index=188&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item is not applicable as the company qualifies as a smaller reporting company - The company states that this item is not applicable because it is a smaller reporting company[201](index=201&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Disclosure controls and procedures were ineffective as of September 30, 2023, due to a material weakness in accounting for forward purchase units - As of September 30, 2023, the company's disclosure controls and procedures were deemed **not effective**[203](index=203&type=chunk) - The ineffectiveness was due to a material weakness in internal controls over financial reporting concerning the recording of the change in fair value of forward purchase units[203](index=203&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[204](index=204&type=chunk) PART II - OTHER INFORMATION Details legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The company is not subject to any current or threatened material legal proceedings - The company reports no current or threatened material legal proceedings[206](index=206&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20RISK%20FACTORS) No material changes to previously disclosed risk factors in the Proxy Statement/Prospectus filed September 27, 2023 - The company refers to the risk factors disclosed in its Proxy Statement/Prospectus filed on September 27, 2023, and notes no material changes since that filing[207](index=207&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%2C%20USE%20OF%20PROCEEDS%2C%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) No unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities were reported - None reported[208](index=208&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported - None reported[209](index=209&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[210](index=210&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20OTHER%20INFORMATION) No other information was reported - None reported[211](index=211&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20EXHIBITS) Lists exhibits filed with the Quarterly Report, including the Merger Agreement, Certificate of Incorporation, Bylaws, and officer certifications - Key exhibits include the Agreement and Plan of Merger, the new Certificate of Incorporation and Bylaws of Spectaire Holdings Inc., and Sarbanes-Oxley Act certifications[214](index=214&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40976 PERCEPTION CAPITAL CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 98-1578608 (State or other jurisdi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-40976 PERCEPTION CAPITAL CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 98- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40976 Perception Capital Corp. II | (Exact name of registrant as specified in its charter) | | | | --- | --- | --- | | Cayman Islands | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-40976 Washington, D.C. 20549 FORM 10-Q PERCEPTION CAPITAL CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 98-1 ...

PART I - FINANCIAL INFORMATION [Condensed Financial Statements](index=3&type=section&id=Item%201.%20CONDENSED%20FINANCIAL%20STATEMENTS) 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 ability[44](index=44&type=chunk)[45](index=45&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) 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 search[117](index=117&type=chunk)[118](index=118&type=chunk) 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 doubts[125](index=125&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - A deferred underwriting commission of **$8,050,000** is payable only upon successful completion of a business combination[133](index=133&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) 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 company[143](index=143&type=chunk) [Controls and Procedures](index=22&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) 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 effective[146](index=146&type=chunk) - No material changes occurred in internal control over financial reporting during the quarter[147](index=147&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=24&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) 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 it[149](index=149&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20RISK%20FACTORS) 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 volatility[151](index=151&type=chunk)[152](index=152&type=chunk) - No other material changes to risk factors were noted from the Company's annual report on Form 10-K, except for the new geopolitical risk[150](index=150&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) 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 Account[156](index=156&type=chunk)[158](index=158&type=chunk) - The sponsor purchased **5,750,000** founder shares for **$25,000** and **10,050,000** private placement warrants for **$10,050,000** in unregistered sales[153](index=153&type=chunk)[155](index=155&type=chunk) [Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports no defaults upon senior securities - The company reports no defaults[160](index=160&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This section is not applicable to the company - This item is not applicable[161](index=161&type=chunk) [Other Information](index=25&type=section&id=Item%205.%20OTHER%20INFORMATION) The company reports no other information for this item - The company reports no other information[162](index=162&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20EXHIBITS) 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 exhibits[165](index=165&type=chunk) Signatures

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40976 PERCEPTION CAPITAL CORP. II (Exact name of registrant as specified in its charter) | Cayman Islands | | 98-1578608 | | --- | --- | ...