Spectaire Holdings Inc.

CIK:0001844149|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues
Costs and expenses:
Sales and marketing	130,878	121,000	262,169	226,000
General and administrative	1,393,505	2,172,883	2,313,301	5,784,560
Research and development	568,394	646,323	1,513,519	1,245,550
Depreciation expense	8,969	3,734	17,489	6,731
Total costs and expenses	2,101,746	2,943,940	4,106,478	7,262,841
Operating loss	(2,101,746)	(2,943,940)	(4,106,478)	(7,262,841)
Other income (expense):
Interest income on marketable securities		27,684		27,684
Interest expense	(957,332)	(1,982,250)	(3,336,652)	(2,019,904)
Capital raise finance charge	(181,000)		(181,000)
Change in fair value of forward purchase agreements			515,750
Change in fair value of earnout liabilities	281,000		1,634,000
Loss on initial issuance of warrants		(7,309,584)		(7,309,584)
Gain on settlement of professional fees and deferred underwriting fees	7,475,063		7,475,063
Other miscellaneous income	4,956		16,084
Income (loss) before income taxes	4,520,941	(12,208,090)	2,016,767	(16,564,645)
Income tax expense
Net Income (loss)	$ 4,520,941	$ (12,208,090)	$ 2,016,767	$ (16,564,645)
Net income (loss) per common share, basic (in Dollars per share)	$ 0.25	$ (1.85)	$ 0.12	$ (2.56)
Weighted average shares outstanding, basic (in Shares)	18,129,623	6,581,284	16,842,914	6,460,348
Net income (loss) per common share, diluted (in Dollars per share)	$ 0.2	$ (1.85)	$ 0.1	$ (2.56)
Weighted average shares outstanding, diluted (in Shares)	22,263,245	6,581,284	20,995,601	6,460,348

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities
Net income (loss)	$ 2,016,767	$ (16,564,645)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense	17,489	6,731
Amortization of right of use assets	38,871
Share-based compensation	3,110,558	2,714,096
Change in fair value of stock based compensation liabilities	(3,139,763)
Gain on settlement of professional fees and deferred underwriting fees	(7,475,063)
Non-cash interest expense	3,268,510	2,019,904
Interest income reinvested on marketable securities		(27,684)
Loss on initial issuance of warrants		7,309,584
Change in fair value of forward purchase agreements	(515,750)
Change in fair value of earnout liabilities	(1,634,000)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	261,089	(4,267)
Inventories	79,642
Accounts payable – related party	(20,600)	(188,000)
Accounts payable, accrued legal costs and other accrued expenses	(1,867,354)	612,512
Operating lease payments	(35,417)
Deferred revenue	148,878	148,780
Net cash used in operating activities	(5,746,143)	(3,972,989)
Cash Flows from Investing Activities
Purchase of marketable securities		(3,100,000)
Redemption of marketable securities		1,160,000
Purchases of property and equipment	(11,516)	(18,754)
Net cash used in investing activities	(11,516)	(1,958,754)
Cash Flows from Financing Activities
Proceeds from issuance of common stock	2,562,266
Proceeds from investor subscription	2,000,000
Proceeds from term loan	630,000	5,000,000
Repayment of term loan	(63,115)
Advance to related party		(694,000)
Repayment of convertible notes payable – related party (note 11)	(300,000)
Proceeds from convertible notes		1,819,980
Proceeds from forward purchase agreements	679,660
Net cash provided by financing activities	5,508,811	6,125,980
Net (decrease) increase in cash and cash equivalents	(248,848)	194,237
Cash and cash equivalents, beginning of period	342,996	18,886
Cash and cash equivalents, end of the period	94,148	213,123
Non-Cash investing and financing activities:
Distribution of shares relating to the Arosa Loan Agreement (note 9)		1,500,000
Issuance of warrants related to the Arosa Loan Agreement (note 9)		$ 13,809,584

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 94,148	$ 342,996
Inventories	163,806	243,448
Prepaid expenses and other assets	316,576	577,665
Total current assets	574,530	1,164,109
Property and equipment, net	61,220	67,193
Operating lease right of use asset	166,182	205,053
Deposits	6,700	6,700
Total assets	808,632	1,443,055
Current liabilities
Accounts payable	1,113,511	1,885,390
Accrued legal costs	4,016,509	6,765,906
Accrued interest expense	1,745,904	1,014,360
Other accrued expenses	936,180	1,867,822
Investor deposit	2,000,000
Other current liabilities	123,780	123,780
Deferred revenue	673,878	525,000
Notes payable	429,370	429,370
Loan payable	7,513,852	5,200,000
Operating lease liability – current portion	81,802	75,808
Share based compensation liabilities	769,588	862,614
Forward purchase agreements	201,250	717,000
Deferred underwriting fees	1,535,500	5,635,000
Total current liabilities	22,252,640	26,534,166
Operating lease liability – non current portion	95,488	136,899
Earnout liabilities	330,000	1,964,000
Total liabilities	22,678,128	28,635,065
Commitments and contingencies (note 16)
Stockholders’ deficit
Preferred stock, $0.0001 par value; 20,000,000 authorized shares and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023
Common stock, $0.0001 par value; 600,000,000 authorized shares and 18,547,201 shares and 15,344,864 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	1,854	1,534
Additional paid in capital	3,305,427
Accumulated deficit	(25,176,777)	(27,193,544)
Total stockholders’ deficit	(21,869,496)	(27,192,010)
Total liabilities and stockholders’ deficit	808,632	1,443,055
Related Party
Current liabilities
Accounts payable – related party (note 8)		20,600
Convertible notes payable, net – related party (note 11)	$ 1,111,516	$ 1,411,516