--- schema_version: "secwatch.filing_event.v1" accession: "0001013762-23-007283" form_type: "8-K" ticker: null cik: "0001844149" company_name: "Spectaire Holdings Inc." filed_at: "2023-10-27T23:59:59+00:00" generated_at: "2026-06-09T07:16:00.262531+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "medium" source: SEC EDGAR --- # Spectaire Holdings completes de-SPAC merger with Spectaire Inc., becomes public operating company ## Summary - 952,924 Class A shares redeemed for ~$10.7M; remaining trust ~$12.6M used for transaction expenses. - Issued 585,000 shares to Polar for $650K working capital; PIPE investor bought 50,000 shares at $10 for $500K. - Arosa received warrant for 2,194,453 shares at $0.01, expiring Oct 2028, representing ~10.3% of fully diluted shares. - Lock-up: sponsor and officers 365 days; Legacy stockholders 180 days; private placement warrants 30 days. - Total common shares outstanding post-close: 15,344,864; stock trades on Nasdaq as SPEC/SPECW. ## SEC filing metadata - accession: 0001013762-23-007283 - form_type: 8-K - cik: 0001844149 - company_name: Spectaire Holdings Inc. - filed_at: 2023-10-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: medium - sec_items: 1.01, 2.01, 5.06, 3.02, 4.01, 5.01, 5.02, 5.05, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1844149/000101376223007283/0001013762-23-007283-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1844149/000101376223007283/ea187257-8k_spectaire.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001013762-23-007283 - JSON: https://secwatch.observer/filing/0001013762-23-007283.json - Plain text: https://secwatch.observer/filing/0001013762-23-007283.txt ## Key facts - Governance Changes Spectaire Holdings Inc.: Company ceased to be a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1844149/000101376223007283/0001013762-23-007283-index.htm - Governance Changes Spectaire Holdings Inc.: Adopted a new Code of Ethics and Conduct on October 19, 2023, in connection with the closing of the Business Combination (effective 2023-10-19). - Change: code of ethics - Effective: 2023-10-19 source text: on October 19, 2023, the board of directors of the Company approved and adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1844149/000101376223007283/0001013762-23-007283-index.htm - M&A Transactions Spectaire Holdings Inc. completed an acquisition involving Legacy Spectaire (closed 2023-10-19). - Action: acquisition - Counterparty: Legacy Spectaire - Closing: 2023-10-19 source text: Introductory Note Domestication and Transactions As previously announced, Spectaire Holdings Inc., a Delaware corporation (formerly known as Perception Capital Corp. II) (the “Company”), previously entered into that certain Agreement and Plan of Merger, dated as of January 16, 2023 (the “Merger Agreement”), with Perception Spectaire Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of PCCT (“Merger Sub”), and Spectaire Inc., a Delaware corporation (“Legacy Spectaire”), pursuant to which, on October 19, 2023, Merger Sub merged with and into Legacy Spectaire, with Legacy Spectaire surviving the merger as a wholly owned subsidiary of New Spectaire (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). evidence_url: https://www.sec.gov/Archives/edgar/data/1844149/000101376223007283/0001013762-23-007283-index.htm - Material Agreements Spectaire Holdings Inc. entered into Lock-Up Agreements with (i) the Sponsor, (ii) certain of PCCT’s directors and officers and (iii) certain stockholders of Legacy Spectaire valued at Lock-Up Agreements (effective 2023-10-19). - Action: entry - Agreement: merger - Counterparty: (i) the Sponsor, (ii) certain of PCCT’s directors and officers and (iii) certain stockholders of Legacy Spectaire - Value: Lock-Up Agreements - Effective: 2023-10-19 source text: On October 19, 2023, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the Company entered into lock-up agreements (collectively, the "Lock-Up Agreements") with (i) the Sponsor, (ii) certain of PCCT’s directors and officers and (iii) certain stockholders of Legacy Spectaire restricting the transfer of Common Stock, Private Placement Warrants and any shares of Common Stock underlying the Private Placement Warrants from and after the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1844149/000101376223007283/0001013762-23-007283-index.htm - Material Agreements Spectaire Holdings Inc. entered into Amended and Restated Registration Rights Agreement with Sponsor, certain of PCCT’s directors and officers, certain stockholders of Legacy Spectaire and certain other parties valued at Amended and Restated Registration Rights Agreement (effective 2023-10-19). - Action: entry - Agreement: merger - Counterparty: Sponsor, certain of PCCT’s directors and officers, certain stockholders of Legacy Spectaire and certain other parties - Value: Amended and Restated Registration Rights Agreement - Effective: 2023-10-19 source text: On October 19, 2023, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the Company entered into that certain Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") with the Sponsor, certain of PCCT’s directors and officers, certain stockholders of Legacy Spectaire and certain other parties. evidence_url: https://www.sec.gov/Archives/edgar/data/1844149/000101376223007283/0001013762-23-007283-index.htm - Material Agreements Spectaire Holdings Inc. entered into Additional Warrant with Arosa valued at Additional Warrant issued to Arosa (effective 2023-10-19). - Action: entry - Agreement: credit facility - Counterparty: Arosa - Value: Additional Warrant issued to Arosa - Effective: 2023-10-19 source text: On October 19, 2023, in connection with the consummation of the Business Combination and as contemplated by the Loan Agreement, the Company issued the Additional Warrant to Arosa. evidence_url: https://www.sec.gov/Archives/edgar/data/1844149/000101376223007283/0001013762-23-007283-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.