Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Spectaire Holdings Inc. | ||
Entity Central Index Key | 0001844149 | ||
Entity File Number | 001-40976 | ||
Entity Tax Identification Number | 98-1578608 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 23.3 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 19 Coolidge Hill Rd | ||
Entity Address, City or Town | Watertown | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02472 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (508) | ||
Local Phone Number | 213-8991 | ||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,344,864 | ||
Common stock, par value $0.0001 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | SPEC | ||
Security Exchange Name | NASDAQ | ||
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | ||
Trading Symbol | SPECW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | UHY LLP |
Auditor Firm ID | 1195 |
Auditor Location | Melville, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 342,996 | $ 18,886 |
Inventories | 243,448 | |
Prepaid expenses and other assets | 577,665 | 5,930 |
Total current assets | 1,164,109 | 24,816 |
Property and equipment, net | 67,193 | 18,817 |
Operating lease right of use asset | 205,053 | |
Deposits | 6,700 | 11,600 |
Total assets | 1,443,055 | 55,233 |
Current liabilities | ||
Accounts payable | 1,885,390 | 13,030 |
Accrued legal costs | 6,765,906 | 208,432 |
Accrued interest expense | 1,014,360 | |
Other accrued expenses | 1,867,822 | 2,165 |
Other current liabilities | 123,780 | |
Deferred revenue | 525,000 | |
Notes payable | 429,370 | |
Loan payable | 5,200,000 | |
Convertible notes payable, net – related party (note 12) | 1,411,516 | 437,499 |
Operating lease liability – current portion | 75,808 | |
Share based compensation liabilities | 862,614 | |
Forward purchase agreements | 717,000 | |
Deferred underwriting fees | 5,635,000 | |
Total current liabilities | 26,534,166 | 849,126 |
Operating lease liability – non current portion | 136,899 | |
Earnout liabilities | 1,964,000 | |
Total liabilities | 28,635,065 | 849,126 |
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 December 31, 2023 and 2022 | ||
Common stock, $0.0001 par value; 600,000,000 authorized shares and 15,344,864 shares and 6,221,992 issued and outstanding as of December 31, 2023 and 2022, respectively | 1,534 | 622 |
Additional paid in capital | 344,892 | |
Accumulated deficit | (27,193,544) | (1,139,407) |
Total stockholders’ deficit | (27,192,010) | (793,893) |
Total liabilities and stockholders’ deficit | 1,443,055 | 55,233 |
Related Party | ||
Current liabilities | ||
Accounts payable – related party (note 8) | 20,600 | $ 188,000 |
Other accrued expenses | $ 267,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 15,344,864 | 6,221,992 |
Common stock, shares outstanding | 15,344,864 | 6,221,992 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | ||
Costs and expenses: | ||
Sales and marketing | 527,330 | |
General and administrative | 12,700,622 | 137,686 |
Research and development | 3,480,731 | 967,826 |
Depreciation expense | 21,126 | 10,418 |
Total costs and expenses | 16,729,809 | 1,115,930 |
Operating loss | (16,729,809) | (1,115,930) |
Other income (expense): | ||
Interest income | 23 | |
Interest income on marketable securities | 45,057 | |
Gain on extinguishment of debt | 700,000 | |
Interest expense | (6,321,665) | |
Capital raise finance charge | (300,000) | |
Change in fair value of forward purchase agreements | 248,000 | |
Change in fair value of earnout liabilities | 47,930,000 | |
Loss on initial issuance of warrants | (15,919,501) | |
Income (loss) before income taxes | 8,952,082 | (415,907) |
Income tax expense | ||
Net income (loss) | $ 8,952,082 | $ (415,907) |
Net income (loss) per common share, basic (in Dollars per share) | $ 1.07 | $ (0.14) |
Weighted average shares outstanding, basic (in Shares) | 8,345,672 | 3,061,982 |
Net income (loss) per common share, diluted (in Dollars per share) | $ 0.75 | $ (0.14) |
Weighted average shares outstanding, diluted (in Shares) | 11,866,839 | 3,061,982 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 678 | $ 5,321 | $ (723,500) | $ (717,501) | |
Balance (in Shares) at Dec. 31, 2020 | 6,780,318 | ||||
Retroactive application of Business Combination (note 1) | $ (380) | 380 | |||
Retroactive application of Business Combination (note 1) (in Shares) | (3,797,385) | ||||
Balance at Dec. 31, 2021 | $ 298 | 5,701 | (723,500) | (717,501) | |
Balance (in Shares) at Dec. 31, 2021 | 2,982,933 | ||||
Merger recapitalization | $ 321 | (268,132) | (267,811) | ||
Merger recapitalization (in Shares) | 3,205,880 | ||||
Share-based compensation | $ 3 | 226,172 | 226,175 | ||
Share-based compensation (in Shares) | 33,179 | ||||
Proceeds from forward purchase agreements | |||||
Capital contribution | 381,151 | 381,151 | |||
Net Income (loss) | (415,907) | (415,907) | |||
Balance at Dec. 31, 2022 | $ 622 | 344,892 | (1,139,407) | (793,893) | |
Balance (in Shares) at Dec. 31, 2022 | 6,221,992 | ||||
Share-based compensation | $ 60 | 5,984,720 | 5,984,780 | ||
Share-based compensation (in Shares) | 597,218 | ||||
Issuance of common stock | $ 19 | 499,981 | 500,000 | ||
Issuance of common stock (in Shares) | 187,025 | ||||
Distribution of shares relating to the Arosa Loan Agreement | (1,500,000) | (1,500,000) | |||
Fair value of additional Arosa warrants | 23,069,501 | 23,069,501 | |||
Proceeds from forward purchase agreements | 346,323 | 346,323 | |||
Conversion of promissory notes – related party to common stock (note 12) | $ 146 | 2,459,017 | 2,459,163 | ||
Conversion of promissory notes – related party to common stock (note 12) (in Shares) | 1,460,638 | ||||
Issuance of common stock upon Business Combination | $ 578 | (31,204,434) | (34,041,110) | (65,244,966) | |
Issuance of common stock upon Business Combination (in Shares) | 5,786,417 | ||||
Assumption of forward purchase agreements | $ 109 | (965,109) | (965,000) | ||
Assumption of forward purchase agreements (in Shares) | 1,091,574 | ||||
Net Income (loss) | 8,952,082 | 8,952,082 | |||
Balance at Dec. 31, 2023 | $ 1,534 | $ (27,193,544) | $ (27,192,010) | ||
Balance (in Shares) at Dec. 31, 2023 | 15,344,864 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 8,952,082 | $ (415,907) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation expense | 21,126 | 10,418 |
Amortization of right of use assets | 19,107 | |
Share-based compensation | 6,847,393 | 226,175 |
Extinguishment of debt | (700,000) | |
Non-cash interest expense | 6,321,665 | |
Interest expense on lease liability | 2,720 | |
Capital raise finance charge | 300,000 | |
Interest income reinvested on marketable securities | (44,806) | |
Change in fair value of forward purchase agreements | (248,000) | |
Change in fair value of earnout liabilities | (47,930,000) | |
Loss on initial issuance of warrants | 15,919,501 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (547,731) | (5,929) |
Deposits | 4,900 | |
Inventories | (243,448) | |
Accounts payable – related party | (167,400) | 474,154 |
Accounts payable, accrued legal fees and other accrued expenses | 2,783,787 | 45,276 |
Other current liabilities | 123,780 | |
Operating lease payments | (14,173) | |
Deferred revenue | 525,000 | |
Net cash used in operating activities | (7,374,497) | (365,813) |
Cash Flows from Investing Activities | ||
Cash acquired as part of reverse acquisition | 50,062 | |
Purchase of marketable securities | (3,100,025) | |
Redemption of marketable securities | 3,144,831 | |
Purchases of property and equipment | (69,502) | (7,872) |
Net cash (used in) provided by investing activities | (24,696) | 42,190 |
Cash Flows from Financing Activities | ||
Proceeds from Lender | 60,000 | |
Proceeds from issuance of common stock | 500,000 | |
Proceeds from Arosa Loans | 5,650,000 | |
Advance to related party – note receivable (note 8) | (818,000) | |
Proceeds from partial repayment of related party - note receivable (note 8) | 125,000 | |
Proceeds from forward purchase agreements | 346,323 | |
Proceeds from convertible notes payable – related party (note 12) | 1,919,980 | |
Net cash provided by financing activities | 7,723,303 | 60,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 324,110 | (263,623) |
Cash, beginning of period | 18,886 | 282,509 |
Cash, end of the period | 342,996 | 18,886 |
Non-Cash investing and financing activities: | ||
Advances from related party converted to equity (note 8) | 381,151 | |
Issuance of warrants related to the Arosa Loan Agreement ( note 10) | 23,069,501 | |
Initial recognition of earnout liabilities | 49,894,000 | |
Initial recognition of forward purchase agreements | 965,000 | |
Liabilities assumed in Business Combination, net | 14,681,971 | |
Initial recognition of ROU asset and operating lease liability | 243,068 | |
Conversion of convertible notes to payable – related party to common stock (note 12) | 2,459,163 | |
Conversion of preferred stock to common stock | $ 510 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Spectaire Holdings Inc. (“Spectaire” or the “Company”),a Delaware corporation incorporated in September 2022, is an industrial technology company whose core offering allows its customers to measure, manage, and potentially reduce carbon dioxide equivalent (CO2e) and other greenhouse gas emissions. Prior to December 2022, the Spectaire business was operated under a Delaware limited liability company, MicroMS, Inc. (“MicroMS”). MicroMS created a unique solution allowing visibility on air content anytime anywhere. AireCore ™ On December 13, 2022, the Company engaged in a group corporate reorganization in which the owners of MicroMS contributed their equity interests in MicroMS to the Company in exchange for equity in the Company. As part of this reorganization (the “MMS Merger”), the ownership of MicroMS was transferred to Spectaire. From September 2022 to December 13, 2022, Spectaire Holdings Inc. had limited pre-combination activities and was formed specifically to acquire MicroMS. The MMS Merger was accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, Spectaire, who is the legal acquirer, is treated as the “acquired” company for accounting purposes and MicroMS is treated as the accounting acquirer whereby the historical financial statements of MicroMS became the historical financial statements of the Company upon the closing of the MMS Merger. Accordingly, the MMS Merger was treated as the equivalent of MicroMS issuing shares at the closing of the MMS Merger for the net assets of Spectaire as of the closing date, accompanied by a recapitalization. The net assets of Spectaire were stated at historical cost, with no goodwill or other intangible assets recorded. Business Combination On January 16, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Perception Capital Corp. II (“PCCT”), a blank check company incorporated as a Cayman Islands exempted company limited by shares and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and Spectaire Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of PCCT (“Merger Sub”). On October 19, 2023, Merger Sub merged with and into the Company, with the Company 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”). On October 16, 2023, the Company effected a deregistration under the Companies Act (As Revised) of the Cayman Islands and a domestication under the General Corporation Law of the State of Delaware (the “DGCL”), as amended, pursuant to which the Company’s jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication: (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), converted automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of the Company (“Common Stock”), (ii) each issued and outstanding warrant to purchase one Class A Ordinary Share (“Cayman Warrant”) converted automatically into a warrant to acquire one share of Common Stock (“Warrant”) pursuant to the Warrant Agreement, dated as of October 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and (iii) each issued and outstanding unit of the Company, consisting of one Class A Ordinary Share and one-half of one Cayman Warrant, was cancelled and entitled the holder thereof to one share of Company Common Stock and one-half of one Warrant. Upon effectiveness of the Domestication, the Company changed its name from “Perception Capital Corp. II” to “Spectaire Holdings Inc.”, filed a certificate of incorporation (the “Company Charter”) with the Secretary of State of Delaware and adopted bylaws (the “Company Bylaws” and, together with the Company Charter, the “Company Organizational Documents”) under the DGCL. At closing of the Business Combination, the Company issued 585,000 shares of Common Stock to Polar Multi-Strategy Master Fund (“Polar”) pursuant to the terms of the Subscription Agreement entered into on October 4, 2023 where Polar agreed to contribute up to $650,000 to the Company (the “Capital Contribution”) and the Company agreed to issue 0.9 shares of Common Stock for each dollar of the Capital Contribution. Upon certain events of default under the Subscription Agreement, PCCT shall issue to Polar 0.1 shares of Common Stock (“Default Shares”) for each dollar of the Capital Contribution funded as of the date of such default, and for each month thereafter until such default is cured, subject to certain limitations provided for therein. On October 11, 2023, the Company entered into a private placement subscription agreement (the “PIPE Subscription Agreement”) with an investor (the “PIPE Investor”), pursuant to which the PIPE Investor agreed to subscribe for newly-issued shares of Common Stock (the “PIPE Shares”), with an aggregate purchase price of $3,500,000. On October 19, 2023 (“Closing Date”), concurrently with the closing of the Business Combination, the PIPE Investor closed on the purchase of 50,000 PIPE Shares at a price of $10.00 per share, for an aggregate purchase price of $500,000 (the “PIPE Investment”). Pursuant to the PIPE Subscription Agreement, within two years following the Closing, the PIPE Investor will purchase additional PIPE Shares in one or multiple subsequent closings for a purchase price per share of $10.00 (subject to as described in the PIPE Subscription Agreement) for an aggregate purchase price of $3,000,000 (the “Additional Investments”). The purchase and sale of the PIPE Shares in the Additional Investments is conditioned upon certain conditions as noted in the PIPE Subscription Agreement. The PIPE Shares issued and sold in the PIPE Investment and to be issued and sold in the Additional Investments pursuant to the PIPE Subscription Agreement have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”) and have been and will be issued in reliance on the availability of an exemption from such registration. In accordance with the terms of the Arosa Loan Agreement dated March 31, 2023 (See Note 10), Spectaire issued to Arosa a warrant to purchase a number of shares of common stock of Spectaire representing 10.0% of the outstanding number of shares of common stock of Spectaire on a fully diluted basis as of March 31, 2023 at an exercise price of $0.01 per share, subject to adjustment as described in the Arosa Loan Agreement (the “Closing Date Warrant”). Pursuant to the Arosa Loan Agreement, on October 19, 2023, in connection with the closing of the Business Combination, the Company issued an additional warrant to Arosa to purchase 2,194,453 shares of Common Stock, subject to adjustment as described therein (the “Additional Warrant”). The Additional Warrant is exercisable at any time and from time to time from the date of its issuance until October 19, 2028 at an exercise price of $0.01 per share. Upon the issuance of the Additional Warrant, Arosa and the Company agreed to terminate and cancel the Closing Date Warrant. The shares of Common Stock underlying the Additional Warrant represented approximately 10.3% of the outstanding number of shares of Common Stock outstanding as of immediately following the consummation of the Business Combination on a fully diluted basis. In connection with the Business Combination, the Company also entered into agreements (the “Forward Purchase Agreements”) for an OTC Equity Forward Transaction (the “Forward Purchase Transaction”) with Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP (collectively the “Seller”). See Note 15 for further information. 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) Perception Capital Partners II LLC (the “Sponsor”), (ii) certain of PCCT’s directors and officers and (iii) certain stockholders of 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. The restrictions under the Lock-Up Agreements (1) with respect to the Common Stock, begin at the Closing, and end on (a) in the case of the Sponsor and certain of PCCT’s directors and officers, the date that is 365 days after the Closing, or upon the price of Common Stock reaching $12.00 for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing, and (b) in the case of the stockholders of Spectaire, the date that is 180 days after the Closing, and (2) with respect to the Private Placement Warrants and any shares of Common Stock underlying the Private Placement Warrants, the date that is 30 days after the Closing. Spectaire has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: a) Spectaire’s existing stockholders have the ability to control decisions regarding election and removal of directors and officers of the Combined Company; b) Spectaire is the larger entity in terms of substantive operations and employee base; c) Spectaire comprises the ongoing operations of the Combined Company; and d) Spectaire’s existing senior management is the senior management of the Combined Company. Accordingly, the Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, PCCT was treated as the “acquired” company and Spectaire was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Spectaire issuing stock for the net assets of PCCT, accompanied by a recapitalization. The net assets of PCCT were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Spectaire. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Liquidity and Going Concern [Abstract] | |
Liquidity and Going Concern | Note 2 — Liquidity and Going Concern Historically, the Company’s primary sources of liquidity have been cash flows from contributions from founders or other investors. For the year ended December 31, 2023, the Company reported an operating loss of $16.7 million and negative cash flows from operations of $7.4 million. As of December 31, 2023, the Company had an aggregate unrestricted cash balance of $0.3 million, a net working capital deficit of $25.4 million, and accumulated deficit of $27.2 million. The Company’s future capital requirements will depend on many factors, including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing, and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through additional equity raises. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these consolidated financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with US GAAP, expressed in U.S. dollars. The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with US GAAP. References to US GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification. Emerging Growth Company Status The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Use of Estimates Preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could materially differ from these estimates. On an ongoing basis, the Company evaluates its estimates including those relating to inventory valuation, fair values, income taxes, and contingent liabilities among others. The Company bases its estimates on assumptions both historical and forward looking that are believed to be reasonable, the results of which form the basis for making judgements about the carrying values of assets and liabilities. In addition, management monitors the effects of the global macroeconomic environment, including increasing inflationary pressures; social and political issues; regulatory matters, geopolitical tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact on customer preferences. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and marketable securities. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. As of December 31, 2023, the Company held approximately $90,000 in cash and cash equivalents above the FDIC limit. The Company has not experienced any losses in such accounts. Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration (“Earnout liabilities”) is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. As of December 31, 2023 and 2022, there were no Marketable securities During the year ended December 31, 2023, the Company held investment securities in mutual funds primarily in U.S. government securities. Since all of the Company’s permitted investments consist of treasury securities, fair values of its investments are determined by Level 1 inputs utilizing quoted market prices (unadjusted) in active markets for identical assets. Earnings on these securities are included in interest income on marketable securities in the consolidated statement of operations and are automatically reinvested. The fair value of these securities was determined using quoted market prices in active markets for identical assets. As of December 31, 2023 and 2022, there were no marketable securities. Restricted Cash Certain deposits are restricted as to withdrawal or usage against these deposits. Restricted term deposits are classified as current assets based on the term of the deposit and the expiration date of the underlying restriction. With respect to the Arosa Loan Agreement (Note 10), the Company deposited $3,000,000 of cash into a restricted escrow account, to be later released upon the satisfaction of certain covenants as specified. These funds were released from escrow on April 17, 2023. Inventories Inventories consist of finished stock of spectrometer units built by the Company and recorded at the lower of cost or net realizable value and work -in- progress units measured at cost. The Company regularly reviews inventory quantities and records a provision for excess and/or obsolete inventory which reduces the cost basis of the inventory. There was no The following table shows the components of inventory at December 31, 2023. Finished goods $ 291,492 Work in progress 173,448 Total 464,940 Lower of cost and market adjustment (221,492 ) Balance, December 31, 2023 $ 243,448 Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line basis over the estimated useful lives of the respective asset. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. Assets Estimated Useful Life Lab equipment 3 years Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has determined it has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels: ● Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. ● Level 3: Inputs a In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The carrying amounts of certain financial instruments, such as cash equivalents, marketable securities, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. All of the Company’s debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting. The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year. For the years ended December 31, 2023 and 2022 no transfers between levels have been recognized. Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ deficit in its consolidated balance sheets. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ deficit in the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. Convertible Notes The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. In this case, the convertible notes represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the convertible notes date with a charge to expense in accordance with ASC-480 - Distinguishing Liabilities from Equity. Leases The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset for the term of the lease and the lease liabilities represent an obligation to make lease payments arising from the lease. The Company’s lease agreement contains rent escalation provisions, which are considered in determining the ROU assets and lease liabilities. The Company begins recognizing rent expense when the lessor makes the underlying asset available for use by the Company. Lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The interest rate the Company uses to determine the present value of future lease payments is the Company’s incremental borrowing rate because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The ROU asset is determined based on the lease liability initially established and adjusted for any prepaid lease payments and any lease incentives received. The lease term to calculate the ROU asset and related lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Operating leases are included in the ROU assets and lease liabilities on the consolidated balance sheets. The Company has no finance leases. Revenue Recognition Product sales The Company generates revenue through the sale of AireCore ™ The Company evaluated principal versus agent considerations to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. The Company owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk, establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling the goods at any time. Therefore, these third-party logistics provider fees will be recorded within cost of goods sold as they are incurred and are not recorded as a reduction of revenue. Profit Sharing Agreement The Company entered into an agreement with a customer pursuant to which the Company will provide training and marketing support to the customer and receive a percentage of revenue received by the customer when the customer markets spectrometers. The Company evaluated variable considerations to determine if the Company should estimate a reasonable amount of this revenue to be included in the transaction price. The Company determined that since the customer controls all aspects of the transactions with their customers including pricing and timing of service, the expected outcome is highly uncertain and variable revenues cannot be reasonably estimated. Revenue under this agreement will be recognized when the customer makes such confirmation and receipt of a determined amount of funds is highly certain. Licensing agreement revenue The Company enters into license agreements with strategic partners to sell and distribute AireCore ™ Share-Based Compensation The Company accounts for share-based compensation arrangements granted to employees in accordance with ASC 718, “Compensation: Stock Compensation”, by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. Research and Development Costs Costs related to preliminary research and development of internal use software are expensed as incurred as a component of operating expenses. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potential shares of common stock, including restricted stock awards, restricted stock units, convertible notes, warrants and earn-out shares, to the extent dilutive. For the year ended December 31, 2023, unvested restricted stock awards, restricted stock units, and warrants were included in the calculation of dilutive EPS using the treasury stock method; the convertible notes were included in the calculation of dilutive EPS using the if-converted method; and the earn-out shares would be included in the calculation of dilutive EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the earn-out period. There were no Recent Accounting Pronouncements In September 2022, the FASB issued which is intended to enhance the transparency surrounding the use of supplier finance programs. The guidance requires companies that use supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated roll forward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The Company adopted the guidance when it became effective on January 1, 2023, except for the roll forward information, which is effective for fiscal years beginning after December 15, 2023. In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning after December 15, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
Recapitalization
Recapitalization | 12 Months Ended |
Dec. 31, 2023 | |
Recapitalization [Abstract] | |
Recapitalization | Note 4 — Recapitalization As discussed in Note 1, “Organization and Business Operations”, the Business Combination was consummated on October 19, 2023, which, for accounting purposes, was treated as the equivalent of Spectaire issuing stock for the net assets of PCCT, accompanied by a recapitalization. Under this method of accounting, PCCT was treated as the acquired company for financial accounting and reporting purposes under US GAAP. Transaction Proceeds Upon closing of the Business Combination, the Company received gross proceeds of $12.6 million from the Business Combination, offset by total transaction costs and other fees totaling of $12.6 million. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ deficit for the period ended December 31, 2023: Cash-trust and cash, net of redemptions $ 12,623,476 Less: transaction costs, loans and advisory fees, paid (419,174 ) Less: cash paid in connection with the forward purchase agreements (12,204,302 ) Net proceeds from the Business Combination — Less: deferred underwriting fees payable (5,635,000 ) Less: earnout liabilities (49,894,000 ) Less: convertible notes payable, accounts payable and accrued liabilities assumed (including accrued transaction legal costs of $6,211,891) (9,739,970 ) Add: other, net 24,004 Reverse recapitalization, net $ (65,244,966 ) The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: PCCT Class A common stock, outstanding prior to the Business Combination 2,080,915 Less: Redemption of PCCT Class A common stock (952,924 ) Class A common stock of Perception Capital Corp. II 1,127,991 PCCT Class B common stock, outstanding prior to the Business Combination 5,750,000 Business Combination shares 6,877,991 Spectaire Shares 8,466,873 Common Stock immediately after the Business Combination 15,344,864 The number of Spectaire shares was determined as follows: Spectaire Spectaire Class A Common Stock 19,495,432 8,466,873 Public and private placement warrants The 11,500,000 Public Warrants issued at the time of PCCT’s initial public offering and 10,050,000 warrants issued in connection with private placement at the time of PCCT’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company (see Note 13). Redemption Prior to the closing of the Business Combination, certain PCCT public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 952,924 shares of PCCT Class A common stock for an aggregate payment of $10,664,281. Transactions costs For the year ended December 31, 2023, transaction costs incurred within general and administrative expenses on the consolidated statements of operations were as follows: Years Accounting and auditing fees $ 1,126,631 Legal fees 1,060,977 Total $ 2,187,608 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 5 — Property and Equipment The following table summarizes the components of property and equipment, net: December 31, December 31, 2023 2022 Lab equipment $ 102,218 $ 32,716 Total cost 102,218 32,716 Less: Accumulated depreciation (35,025 ) (13,899 ) Property and equipment, net $ 67,193 $ 18,817 Depreciation expense was $21,126 and $10,418 for the years ended December 31, 2023 and 2022, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 6 — Leases The Company leases its office space. The lease agreement does not contain any material residual value guarantees or material restrictive covenants. For the years ended December 31, 2023 and 2022, $90,776 and $37,868 of operating lease cost are included in general and administrative expenses in the consolidated statements of operations, respectively. The following amounts were recorded in the Company’s consolidated balance sheet relating to its operating leases and other supplemental information as of December 31, 2023: Operating Leases ROU Assets $ 205,053 Lease Liabilities: Current lease liabilities 75,808 Non Current lease liabilities 136,899 Total Lease liabilities $ 212,707 Other supplemental information: December 31, Weighted average remaining lease term (years) 2.5 Weighted average discount rate 5.00 % The following table presents the future lease payments relating to the Company’s operating lease liabilities recorded on the consolidated balance sheet as of December 31, 2023: Fiscal Year December, 31 2024 84,420 2025 92,862 2026 49,056 Total undiscounted lease payments 226,338 Less: imputed interest (13,631 ) Total lease liabilities 212,707 |
Other Accrued Expenses
Other Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Other Accrued Expenses [Abstract] | |
Other Accrued Expenses | Note 7 — Other Accrued Expenses The following table summarizes other accrued expenses: December 31, December 31, 2023 2022 Accrued professional services 507,977 — Insurance premium financing 507,348 — Accrued payroll and bonus (1) 750,414 — Other accrued expenses 102,083 2,165 $ 1,867,822 $ 2,165 (1) Includes $267,000 of accrued professional services due to an entity jointly owned by the Chief Executive Officer and Chief Information Officer of Spectaire (Note 8). |
Related Parties Transactions
Related Parties Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties Transactions [Abstract] | |
Related Parties Transactions | Note 8 — Related Parties Transactions Accounts Payable - Related Party The Chief Executive Officer and Chief Information Officer of Spectaire jointly own and are employed by an entity providing staffing services to Spectaire since inception. Prior to the MMS Merger, from the period of September 1, 2022 through December 13, 2022, $563,000 of staffing services were provided and expensed by the Company as research and development expenses and general and administrative expenses in the consolidated statement of operations of which $188,000 was payable as of December 31, 2022. For the year ended December 31, 2023, $1,573,278 of staffing services were provided and expensed by the Company as research and development expenses and general and administrative expenses in the consolidated statement of operations of which there were no In December 2023, the Chief Financial Officer advanced the Company a total of $20,600 to cover operating costs which is outstanding as of December 31, 2023 and was repaid in January 2024. Convertible Promissory Notes – Related Party As discussed in Note 12, certain related parties have entered into convertible notes with the Company. Due to Related Party As of December 31, 2021, two shareholders had advanced the Company an aggregate of $381,151. The advances were non-interest bearing and due on demand. In connection with the MMS Merger in December 2022, the advances were converted to equity as the shareholders forgave any amounts outstanding. Note Receivable - Related Party On March 31, 2023, the Company entered into a promissory note (the “Note) with Perception Capital Corp. II. (the “Maker”) which the Company will advance to the Maker a sum of $500,000. On August 17, 2023, the Note was amended to $778,000 effective June 16, 2023. On September 6, 2023, the Note was further amended to $818,000. The Note does not bear interest and is payable on the date of the termination of the Merger Agreement or at any time at the election of the Maker. On April 3, 2023, and April 18, 2023, the Maker drew down $200,000 and $300,000 on this Note respectively. On June 16, 2023, and June 30, 2023, the Maker drew down an additional $110,000 and $84,000 on this Note respectively. On August 1, 2023 and September 5, 2023, the Maker drew a further $84,000 and $40,000 respectively. Upon the consummation of the Business Combination on October 19, 2023, Perception Capital Corp. II. repaid a total of $125,000 of this Note and was released from all other obligations under this Note and the Note was cancelled, as it was effectively assumed by Spectaire in the Business Combination. PIPE Subscription Agreement As discussed in Note 1, on October 11, 2023, the Company entered into a PIPE Subscription Agreement with an investor. On October 19, 2023, concurrently with the closing of the Business Combination, the investor closed on the purchase of 50,000 Class A Shares at a price of $10.00 per share, for an aggregate purchase price of $500,000. Joint Venture On December 22, 2023, the Company entered into a joint venture agreement (the “Joint Venture”) with MLab Capital GmbH (“MLab”) and Spectaire Europe GmbH (“JVC”), a wholly owned subsidiary of MLab and an affiliate of a director of the Company. Under the Joint Venture, JVC is responsible for the marketing, sale and manufacture of the Company’s AirCore technology in Europe, the Middle East and South America. In accordance with the Joint Venture, the Company will consequently grant JVC an exclusive, non-sublicensable license to conduct such activities upon closing. In consideration for the rights granted by the Company to JVC, JVC agreed to pay to the Company an amount of $1.5 million. Pursuant to the Joint Venture’s payment schedule, JVC has paid the Company $500,000 as of December 31, 2023, which has been recorded as deferred revenue on the consolidated balance sheet. The remaining $1.0 million in payments to the Company are contingent upon a third party’s approval of the AirCore technology’s effectiveness and the delivery of units specified thereunder. The Joint Venture did not commence operations as of December 31, 2023 and any financial accounts are not material to the consolidated financial statements. |
Due to Lender
Due to Lender | 12 Months Ended |
Dec. 31, 2023 | |
Due to Lender [Abstract] | |
Due to Lender | Note 9 — Due to Lender During the years ended December 31, 2022 and 2021, a lender loaned money to MicroMS with the intention of becoming a shareholder once an initial capital commitment was met. This capital commitment was never met as the lender ran into liquidity issues. In September 2022, the Company and the lender entered into a termination and mutual release agreement which terminated any obligations of the Company for repayment. As such the total amount owed, $700,000 was recognized into income as an extinguishment of debt during the year ended December 31, 2022. |
Loan Payable
Loan Payable | 12 Months Ended |
Dec. 31, 2023 | |
Loan Payable [Abstract] | |
Loan Payable | Note 10 — Loan Payable On March 31, 2023, Spectaire, as borrower, entered into the Arosa Loan Agreement with Arosa Multi-Strategy Fund LP (“Arosa”), as lender, providing for a term loan (the “Arosa Loan”) in a principal amount not to exceed $6.5 million (the “Loan Agreement”), comprised of (i) $5.0 million in cash of which (a) $2.0 million was funded to a deposit account of Spectaire and (b) $3.0 million (the “Arosa Escrow Funds”) was funded into an escrow account (the “Arosa Escrow Account”) pursuant to an escrow agreement, dated as of March 31, 2023, by and between Spectaire and Wilmington Savings Fund Society, FSB, and (ii) Arosa caused its affiliate to transfer founder units valued by the parties at $1.5 million (the “Arosa Founder Units”) to Spectaire. Spectaire will distribute the Arosa Founder Units to Spectaire’s shareholders (other than Arosa and its affiliates) on a pro rata basis. Release of the Arosa Escrow Funds from the Arosa Escrow Account is subject to the satisfaction or waiver of customary conditions, including certification that all representations and warranties contained in the Arosa Loan Agreement and related documents are true and correct in all material respects. In April 2023, all conditions for release of the funds from escrow were satisfied. On April 17, 2023, the funds held in Escrow in the Arosa Escrow Account were released. The Arosa Loan matured on March 27, 2024 (the “Maturity Date”). The outstanding principal amount and the final payment amount of $1.3 million (the “Final Payment Amount”) are not paid in full as of the Maturity Date, and therefore the unpaid balance will accrue interest thereafter at a rate of 20.0% per annum. During the continuance of an event of default under the Arosa Loan Agreement, all outstanding obligations under the Arosa Loan Agreement will bear interest at a rate per annum that is 5.0% greater than the rate that would otherwise be applicable under the Arosa Loan Agreement. All interest under the Arosa Loan Agreement will be computed on the basis of a 360-day year for the actual number of days elapsed. As of the date these consolidated financial statements are issued, no payments on the outstanding principal or interest amounts of the Arosa Loan have been made to Arosa. Arosa has not exercised any rights or remedies based on the Company’s default under the Loan Agreement. Arosa and the Company are working to reach a resolution including a possible extension. The Company may prepay all, but not less than all, of the outstanding balance of the Arosa Loan at any time upon three days’ prior written notice to Arosa. Spectaire will be required to repay the outstanding principal amount of the Arosa Loan, plus the Final Payment Amount and all other sums, if any, that have become due and payable under the Arosa Loan Agreement, upon the occurrence of an event of default under the Arosa Loan Agreement, the closing of the Business Combination or the occurrence of a Change of Control (as defined in the Arosa Loan Agreement). In addition, upon the receipt by Spectaire or any of its subsidiaries of proceeds from an asset sale, Spectaire will be required to repay all or a portion of the outstanding principal amount of the Arosa Loan equal to the amount of the proceeds received from such asset sale. Pursuant to the Arosa Loan Agreement, Spectaire will pay to Arosa all expenses incurred by Arosa through and after September 30, 2023 relating to the Arosa Loan, provided that Spectaire will not be required to pay any fees of counsel to Arosa incurred on or prior to March 27, 2023 in excess of $200,000. For the year ended December 31, 2023, $119,576 was expensed for counsel fees under the Arosa Loan Agreement, of which $44,576 is included in accounts payable on the consolidated balance sheet as of December 31, 2023. While the Arosa Loan remains outstanding, Arosa will, subject to certain limitations, have the right to participate in any capital raise by Spectaire or any of its subsidiaries consummated on or prior to the Maturity Date. The Arosa Loan Agreement includes customary representations, warranties and covenants of the parties for loans of this type. The Arosa Loan Agreement also contains customary events of default, including, among others, non-payment of principal or interest by Spectaire, violations of covenants by Spectaire, Spectaire’s insolvency, material judgments against Spectaire, the occurrence of any material adverse change with respect to Spectaire, breaches by any party to that certain Exclusive Patent License Agreement, dated as of September 1, 2018, by and between Spectaire and Massachusetts Institute of Technology or the failure of Spectaire to issue the Arosa Warrants. Spectaire, its subsidiaries and Arosa also entered into a Guarantee and Collateral Agreement providing that Spectaire’s obligations to Arosa are secured by substantially all of Spectaire’s assets and all of Spectaire’s shareholders entered into a pledge agreement with Arosa pursuant to which such shareholders pledged all of their equity interests in Spectaire to Arosa as collateral under the Arosa Loan. On March 31, 2023, in accordance with the terms of the Arosa Loan Agreement, Spectaire agreed to issue to Arosa a warrant to purchase a number of shares of Spectaire Common Stock representing 10.0% of the outstanding number of shares of Spectaire Common Stock on a fully diluted basis as of March 31, 2023 at an exercise price of $0.01 per share, subject to adjustment as described in the Arosa Loan Agreement (the “Closing Date Warrant”). Pursuant to the Arosa Loan Agreement, Spectaire will, upon the closing of the Business Combination, issue an additional warrant to Arosa to purchase a number of shares of NewCo Common Stock equal to 5.0% of the outstanding number of shares of NewCo Common Stock on a fully diluted basis at an exercise price of $0.01 per share, subject to adjustment as described in the Arosa Loan Agreement (“the “Additional Warrants”). Taken together after giving effect to the closing of the Business Combination, the shares of NewCo common stock underlying the Closing Date Warrant and the Additional Warrant will represent 10.3% of the outstanding number of shares of NewCo Common Stock on a fully diluted basis. On May 2, 2023, the Company issued Arosa the Closing Date Warrant to purchase 2,200,543 shares of common stock. As a result of the issuance of the warrant, which met the criteria for equity classification under applicable US GAAP, the Company recorded additional paid-in capital in the amount of $13.8 million which was the fair value of the Closing Date Warrant on the issuance date. As a result, the Company recognized a loss on initial issuance of Closing Date Warrant of $7.3 million and a debt discount of $6.5 million. The debt discount is accreted over the term of the loan and netted against the loan principal. As of December 31, 2023, $4.9 million of principal net of loan discount is reported in loan payable on the consolidated balance sheet. On October 13, 2023, The Company requested an additional advance in the aggregate principal amount of $650,000 (the “Additional Advance”) under the Arosa Loan Agreement. The Advance together with the original loan in the aggregate principial amount of $6,500,000 advanced by the Lender to the Borrower on or around March 31, 2023 constitute the Loan for all purposes under the Arosa Loan Agreement and the other Loan Documents such that the aggregate outstanding principal amount of the Loan after the making of the Additional Advance is $7,150,000, and all of the terms and conditions applicable to the Loan under the Arosa Loan Agreement and the other Loan Documents shall apply to the Additional Advance. Pursuant to the Arosa Loan Agreement, on October 19, 2023, in connection with the closing of the Business Combination, the Company issued the Additional Warrant to Arosa to purchase 2,194,453 shares of Common Stock, subject to adjustment as described therein. Upon the issuance of the Additional Warrant, Arosa and the Company agreed to terminate and cancel the Closing Date Warrant. The shares of Common Stock underlying the Additional Warrant represented approximately 10.3% of the outstanding number of shares of Common Stock outstanding as of immediately following the consummation of the Business Combination on a fully diluted basis. As a result of the issuance of the warrant, which met the criteria for equity classification under applicable US GAAP, the Company recorded additional paid-in capital in the amount of $9.3 million which was the fair value of the warrants on the issuance date. As a result, the Company recognized a loss on initial issuance of warrants of $8.6 million and debt discount of $0.7 million. The debt discount is accreted over the term of the loan and netted against the loan principal. As of December 31, 2023, $0.3 million of principal net of loan discount is reported in loan payable on the consolidated balance sheet. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable [Abstract] | |
Note Payable | Note 11 — Note Payable On October 4, 2023, the Company entered into a subscription agreement with an investor to cover working capital expenses of $650,000 prior to the closing of the Business Combination. In connection with the consideration received, the Company issued 0.9 shares of Class A common stock for each dollar contributed by the investor’s capital contribution or 585,000 shares. The note does not accrue interest and due upon the close of the Business Combination In the event of a default in payment, the Company shall issue to the investor 0.1 shares of common stock monthly for every $1 outstanding until the default is cured. The note was not fully repaid at the close of the Business Combination and as of December 31, 2023, there was $429,370 owed under this subscription agreement, which is included on the consolidated balance sheet. In October, November and December 2023 and January and February 2024, the Company transferred 42,937 shares per month to the investor pursuant to this agreement. |
Convertible Notes Payable _ Rel
Convertible Notes Payable – Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable – Related Party [Abstract] | |
Convertible Notes Payable – Related Party | Note 12 — Convertible Notes Payable – Related Party In October, November, and December 2022, the Company entered into three convertible notes with shareholders to which the shareholders agreed to loan the Company, in the aggregate, $437,499. In January, February, June and August 2023, the Company entered into eight convertible notes with shareholders to which the shareholders agreed to loan the Company, in the aggregate, $1,919,980 (collectively with the convertible promissory notes entered in the year ended December 31, 2022, the “Convertible Promissory Notes”). The Convertible Promissory Notes bear interest at a rate of 6% per annum and subject to the conversion provisions, all principal and interest shall be due and payable on May 8, 2024. Effective upon the closing of a Qualified Financing (as defined below), all of the outstanding principal and interest under these Convertible Promissory Notes will automatically be converted into shares of the same class and series of capital stock of the Company, issued to other investors in the Qualified Financing (the “Qualified Financing Securities”) at a conversion price equal to the lower of (i) the price per share of Qualified Financing Securities paid by the other investors in the Qualified Financing and (ii) the price per share that would have been paid by the investors in the Qualified Financing had the pre-money valuation of the Company been $17,900,000 (the “Valuation Cap”) (it being understood that, for purposes of clause (ii), the total number of securities of the Company outstanding shall be deemed to include all securities issuable upon the exercise or conversion of options or warrants then outstanding (including any securities reserved and available for future issuance under any equity incentive plan of the Company), but shall exclude any securities issuable upon conversion or cancellation of these Convertible Promissory Notes and any other indebtedness of the Company or similar instruments), in each case with any resulting fraction of a share rounded down to the nearest whole share. “Qualified Financing” means the first issuance or series of related issuances of capital stock by the Company after the date hereof, with immediately available gross proceeds to the Company (excluding proceeds from this and any other indebtedness of the Company or similar instruments that convert into equity in such financing) of at least $2,500,000. The Company shall notify the Holder in writing of the anticipated occurrence of a Qualified Financing at least five days prior to the closing date of the Qualified Financing. The Holder agrees to execute and become party to all agreements that the Company reasonably requests in connection with such Qualified Financing. Upon the closing of the Business Combination on October 19, 2023, all of the outstanding principal and interest under the Convertible Promissory Notes automatically converted into 1,460,638 shares of the common stock of the Company at a conversion price of $1. In order to finance transaction costs in connection with a Business Combination, PCCT entered into certain loans with the initial shareholders, affiliates of the initial shareholders and certain of PCCT’s directors and officers (“Working Capital Loans”). On October 17, 2023, PCCT amended the debt, extending the maturity date to 180 days following the consummation of the Business Combination unless converted at the close of the Business Combination. On October 17, 2023, PCCT amended the debt, extending the maturity date to 180 days following the consummation of the Business Combination unless converted at the close of the Business Combination. At the close of the Business Combination, there were insufficient funds in the PCCT trust account to repay these loans and the Working Capital Loans were not converted at the close of the Business Combination. Accordingly, the Company assumed the Working Capital Loans at the close of the Business Combination and as of December 31, 2023, the outstanding amount of Working Capital Loans was $536,701 and was recorded in convertible notes payable - related party on the consolidated balance sheets. Prior to the consummation of the Business Combination, on October 31, 2022, PCCT issued a convertible promissory note in the aggregate principal amount of up to $720,000 (the “Extension Loan”) to its sponsor. The Extension Loan was issued in connection with certain payments to be made by the sponsor into the PCCT trust account pursuant to PCCT’s amended and restated certificate of incorporation, to provide PCCT with an extension of the date by which it must consummate an initial business combination from November 1, 2022 to November 1, 2023 (the “extension”). The contribution(s) and the Extension Loan does not bear interest. At the close of the business combination, there were insufficient funds in the trust to repay this loan and the Extension Loan was not converted at the close of the Business Combination. On April 10, 2023, PCCT amended the debt, increasing the aggregate principal amount of the Extension Loan up to $1,200,000. On October 17, 2023, PCCT amended the debt, extending the maturity date to one year following the consummation of the Business Combination unless converted at the close of the Business Combination. As the Extension Loan did not convert at the close of the Business Combination, the Company assumed the Extension Loan and as of December 31, 2023, $574,815 is outstanding and recorded in convertible notes payable- related party on the consolidated balance sheets. As discussed in Note 16, on November 17, 2023, the Company entered into a common stock purchase agreement (the “Common Stock Agreement) with Keystone whereby the Company has the right, but not the obligation, to sell to Keystone, and Keystone is obligated to purchase, up to the lesser of (i) an aggregate of $20 million of newly issued shares of common stock and (ii) the Exchange Cap, on the terms and subject to the conditions set forth in the Purchaser . On November 17, 2023, the Company entered into a convertible note with an investor (the “Holder”) to the investor as settlement of the commitment fee related to the Common Stock Agreement, in the aggregate, $300,000 (the “New Convertible Promissory Notes”) which is recorded as capital raise expense in the consolidated statement of operations for the year ended December 31, 2023. The New Convertible Promissory Note bears interest at a rate of 5% per annum and subject to the conversion provisions, all principal and interest shall be due and payable on May 17, 2024. At the sole discretion of the Holder, the principal and accrued interest may be converted in part of whole into share of common stock of the Company equivalent to the average dollar volume-weighted average price of a share of Common Stock during the five (5) trading day period ending on the trading day immediately prior to the date of the conversion notice (the “VWAP Price”). If the VWAP Price is less than $1.00, the VWAP Price shall be deemed to be $1.00. At December 31, 2023, $300,000 owing under this promissory note is included in convertible notes – related party on the consolidated balance sheet at par. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Deficit [Abstract] | |
Stockholders’ Deficit | Note 13 — Stockholders’ Deficit Preferred Stock no Common stock As part of PCCT’s initial public offering (“IPO”), PCCT issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, PCCT completed the private sale of warrants where each warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share. At December 31, 2023, there are 11,500,000 Public Warrants and 10,050,000 Private Placement warrants outstanding. These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share. The Company accounts for the 21,550,000 warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 14 — Share-based Compensation Restricted Stock Awards In October 2022, Spectaire granted 3,144,335 shares of restricted stock awards to certain executives that vest over four years. One year of vesting was recognized on the grant date and the remaining three years will vest monthly. The Company determined the fair value of the awards at the grant date to be a total compensation of $21,712,760 ($21,720,000 less cash paid of $7,240). The Company recognized $5,428,190 and $226,175 in compensation expense for the year ended December 31, 2023 and 2022, which is included in general and administrative and research and development expenses in the consolidated statement of operations. Subsequent to the close of the Business Combination, and at December 31, 2023, the Company did not have enough registered shares to issue. The fair value at the time of the Business Combination and as of December 31, 2023 were $3.00 and $1.75 , respectively. Consequently, the Company recorded $323,854 of compensation expense recognized for the year ended December 31, 2023 as a liability which is included in current liabilities on the consolidated balance sheet. As of December 31, 2023, the remaining unrecognized compensation expense of the restricted stock awards is $9,499,333 with a weighted average remaining life of 1.75 years. 2022 Equity Incentive Plan In December 2022, the Board of Directors of the Company approved the Spectaire Inc. 2022 Equity Incentive Plan (the “Plan”) whereby it may grant to certain employees and advisors an award, such as, (a) Incentive Stock Options, (b) Non-Qualified Stock Options, (c) Restricted Stock and (d) Restricted Stock Units, of the Company (“Incentive Award”). On March 1, 2023, the Company issued 2,510,000 Restricted Stock Units to certain employees and board members. These awards become vested and nonforfeitable upon the satisfaction, on or before the expiration date, of both, a service requirement and an applicable liquidity event. The consummation of the Business Combination represented a termination event that required recognition of the share-based payment compensation expense. Upon consummation of the Business Combination, the Company did not have enough registered shares to issue at the time of the Business Combination and as of December 31, 2023. The fair values at the time of the Business Combination and as of December 31, 2023 were $6.26 and $1.75, respectively. The Company recognized $538,760 in compensation expense for the year ended December 31, 2023 which is included in general and administrative expenses in the consolidated statement of operations. The resultant liability under the Plan is included in current liabilities on the consolidated balance sheet. Arosa Founder Units As described in Note 10, Arosa caused its affiliate to transfer founder units valued by the parties at $1.5 million (the “Arosa Founder Units”) to Spectaire. Immediately prior to the close of the Business Combination, Spectaire distributed the Arosa Founder Units to Spectaire’s shareholders (other than Arosa and its affiliates) on a pro rata basis.. The transfer of Arosa Founder Units to Spectaire employees and service advisors is subject to ASC 718. Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant date. The Arosa Founder Units were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Stock-based compensation of $1,913,637 was recognized in general and administrative expenses upon consummation of the Business Combination based on the grant date fair value per share of $3.84. The fair value was determined by applying a 15% discount for lack of marketability to the market price of the share on date of grant. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 15 — Fair Value Measurements The Company accounts for certain liabilities at fair value and classify these liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). Liabilities subject to fair value measurements are as follows: As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Forward purchase agreements - - 717,000 717,000 Earnout liabilities - - 1,964,000 1,964,000 Share based compensation liabilities 862,614 - - 862,614 Total liabilities $ 862,614 $ - $ 2,681,000 $ 3,543,614 Forward purchase agreement liabilities In connection with the Business Combination, the Company entered into Forward Purchase Agreements as defined in Note 1. Pursuant to the terms of the Forward Purchase Agreements, the Sellers intend, but are not obligated, to purchase up to a maximum of 2,080,915 of PCCT’s Class A Ordinary Shares from holders (other than PCCT or its affiliates) who have elected to redeem such shares in connection with the Business Combination. Purchases by the Sellers will be made through brokers in the open market after the redemption deadline of October 18, 2024 in connection with the Business Combination at a price no higher than the redemption price to be paid by the Company in connection with the Business Combination. The Forward Purchase Agreements are within the scope of ASC 480-10 due to the obligation to repurchase the issuer’s equity shares and transfer cash. Upon the close of the Business Combination, a fair value of $965,000 was assumed by Spectaire. Subsequent to the close of the Business Combination and to December 31, 2023, the Company received proceeds of $346,323 related to the Forward Purchase Agreements. The proceeds are included in additional paid-in capital on the consolidated balance sheets. The following table presents the changes in the fair value of the Forward Purchase Agreements liabilities at December 31, 2023. For the Liabilities at beginning of the period $ — Assumed in the Business Combination 965,000 Change in fair value (248,000 ) Balance as of December 31, 2023 $ 717,000 Earnout Liabilities Holders of PCCT Common Stock will be entitled to receive additional Earn-Out Shares if certain conditions are met. The number of Earnout Shares will be equal to 7,500,000 additional shares of PCCT Common Stock (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to the Company’s Common Stock occurring on or after the Closing). The Earnout Shares may be issued in three equal tranches upon the volume-weighted price per share of PCCT Common Stock equaling or exceeding $15.00, $20.00 or $25.00 for at least 20 trading days in any consecutive 30-day trading period within the five-year period (“Earnout Period”) following the closing of the Business Combination. If, during the Earnout Period, there is a Change of Control where the Company (“Acquiror”) or its stockholders have the right to receive consideration implying a value per share of Acquiror Common Stock of less than $15 no Earnout Shares will be issuable. If the value per share of Acquiror Common Stock is greater than or equal to $15 but less than $20 than Acquiror shall issue 2,500,000 shares of Acquiror Common Stock to the Eligible Company Equityholders. If the value per share of Acquiror Common Stock is greater than or equal to $20 but less than $25 than Acquiror shall issue 5,000,000 shares of Acquiror Common Stock to the Eligible Company Equityholders. If the value per share of Acquiror Common Stock is greater than or equal to $25 than Acquiror shall issue 7,500,000 shares of Acquiror Common Stock to the Eligible Company Equityholders. If, during the Earnout Period, (i) any liquidation, dissolution or winding up of Acquiror is initiated, (ii) any bankruptcy, dissolution or liquidation proceeding is instituted by or against Acquiror or (iii) Acquiror makes an assignment for the benefit of creditors or consents to the appointment of a custodian, receiver or trustee for all or substantial part of its assets or properties, then any Earnout Shares that have not been previously issued by Acquiror (whether or not previously earned) shall be deemed earned and due by Acquiror to the Eligible Company Equityholders. In accordance with ASC 718, these are awards granted with a market condition. The effect of this market condition was reflected in the grant-date fair value of an award. The fair value of the earnout shares was estimated using a Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates. Below are the key assumptions used in valuing the earn-out shares: As of Stock Price $ 1.65 Volatility 60 % Risk free rate of return 3.62 % Expected term (in years) 4.8 For the Liability at beginning of the period $ — Assumed in the Business Combination 49,894,000 Change in fair value (47,930,000 ) Balance as of December 31, 2023 $ 1,964,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 16 — Commitments and Contingencies License Agreement In 2018, MicroMS entered into a license agreement (the “License Agreement”) with MIT. This License Agreement was assigned to Spectaire as part of the MMS Merger. As part of the License Agreement, in exchange for certain patent rights owned by MIT, MicroMS issued MIT shares that contained an anti-dilution provision which states that until the Company reaches a funding threshold of $4,000,000, MIT must retain a 2.5% common stock ownership on a fully-diluted basis. In connection with the License Agreement, the Company issued MIT 316,614 shares in January 2023. In April 2023, an additional 58,500 shares were issued to MIT in connection with the License Agreement. Deferred underwriting fees Upon the consummation of the Business Combination, Spectaire assumed $5,635,000 of deferred underwriting fees related to PCCT’s initial public offering. At December 31, 2023, these fees are included as a current liability AireCore ™ On June 30, 2023, the Company entered into an agreement with a vendor in which the vendor will support the Company with a co-build of five Spectrometer facilities followed by documentation and assembly of 50 AireCore ™ Litigation and loss contingencies From time to time, the Company may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, legal proceedings) in the ordinary course of business. It may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. There are no currently pending legal proceedings that the Company believes will have a material adverse impact on the Company’s business or consolidated financial statements. Stock Purchase Agreement On November 17, 2023, the Company entered into a Purchase Agreement with Keystone (the “Common Stock Purchase Agreement”), whereby the Company has the right, but not the obligation, to sell to Keystone, and Keystone is obligated to purchase, up to the lesser of (i) an aggregate of $20 million of newly issued shares of common stock and (ii) the Exchange Cap, on the terms and subject to the conditions set forth in the Purchaser . Unless earlier terminated, the shares of Common Stock that may be issued under the Common Stock Purchase Agreement may be sold by the Company to Keystone at its discretion until November 17, 2025. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 17 — Income Taxes The Company’s net deferred tax assets as of December 31, 2023 and 2022 are as follows: December 31, December 31, 2023 2022 Deferred tax assets Share-based compensation $ 1,409,693 $ 61,791 Accrued expenses 242,763 — Net operating loss carryforwards 2,116,963 124,598 Research and development 855,842 — Lease liability 58,111 — Deferred Revenue 143,430 — General business tax credits 78,166 78,166 Total deferred tax assets 4,904,969 264,555 Valuation allowance (4,848,399 ) (261,560 ) Deferred tax assets, net valuation allowance $ 56,570 $ 2,995 Deferred tax liabilities Fixed assets $ (550 ) $ (2,995 ) Right of use asset (56,020 ) — Total gross deferred tax liabilities (56,570 ) (2,995 ) Net deferred tax liabilities $ — $ — As of December 31, 2023 and 2022, the Company had federal net operating loss carryforwards of approximately $9,869,000 and $461,000, respectively which may be available to reduce future taxable income, and may be carried forward indefinitely. At December 31, 2023 and 2022, the Company had available state operating loss carryforwards of approximately $705,000 and $440,000, respectively, which expire between 2041 and 2042. In addition, as of December 31, 2023 and 2022, the Company has general business tax credit carryforwards of approximately $78,000 and $78,000, respectively available to reduce future tax liabilities. These unused general business tax credits can be carried forward indefinitely until utilized, respectively. In accordance with FASB ASC Topic 740, Accounting for Income Taxes, the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards and share-based compensation. The Company has determined that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets and, as a result, a full valuation allowance of $4,848,399 and $261,560 has been established at December 31, 2023 and 2022, respectively. The valuation allowance increased by $4,586,839 and $142,031 during the years ended December 31, 2023 and 2022, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 U.S. federal statutory income tax rate 21.0 % 21.0 % State tax benefit (expense), net of federal benefit (6.9 )% 6.3 % Permanent items Change in fair value of earn-out liabilities (112.4 )% — % Loss on initial issuance of warrants 37.4 % — % Share-based compensation – Arosa units 4.5 % — Business Combination expenses 5.1 % — % Current year tax credits — % 6.8 % Change in valuation allowance 51.3 % (34.1 )% Income tax provision 0.0 % 0.0 % The Company had no unrecognized tax benefits or related interest and penalties accrued for the years ended December 31, 2023 and 2022. The Inflation Reduction Act was passed in August 2022, providing significant incentives for businesses to become more energy efficient by extending, increasing or expanding credits applicable to the production of clean energy and fuels as well as other provisions. These changes did not have a material impact on the income tax provision of the Company. The Company is subject to U.S. federal income tax and Massachusetts state income tax. The statute of limitations for assessment by the IRS and state tax authorities is open for the tax years from 2019 through 2022; currently, no federal or state income tax returns are under examination by the respective taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 — Subsequent Events In February 2024, the Company issued three promissory notes with aggregate principal amount of $125,000 inclusive of issue discounts of $25,000 in lieu of interest. These promissory notes mature one year after issuance. On March 18, 2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with an investor, pursuant to which the Company agreed to sell securities to the investor in a private placement. The Subscription Agreement provided for the sale and issuance by the Company of (i) an aggregate of 1,538,461 shares of the Company’s common stock and (ii) an accompanying warrant to purchase up to 1,538,461 shares of common stock at an exercise price of $1.30 per share, for aggregate gross proceeds of approximately $2.0 million, before deducting related expenses. The warrant is immediately exercisable and may be exercised at any time until March 18, 2027. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 8,952,082 | $ (415,907) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with US GAAP, expressed in U.S. dollars. The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with US GAAP. References to US GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Use of Estimates | Use of Estimates Preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could materially differ from these estimates. On an ongoing basis, the Company evaluates its estimates including those relating to inventory valuation, fair values, income taxes, and contingent liabilities among others. The Company bases its estimates on assumptions both historical and forward looking that are believed to be reasonable, the results of which form the basis for making judgements about the carrying values of assets and liabilities. In addition, management monitors the effects of the global macroeconomic environment, including increasing inflationary pressures; social and political issues; regulatory matters, geopolitical tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact on customer preferences. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and marketable securities. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. As of December 31, 2023, the Company held approximately $90,000 in cash and cash equivalents above the FDIC limit. The Company has not experienced any losses in such accounts. |
Business Combinations | Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration (“Earnout liabilities”) is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. As of December 31, 2023 and 2022, there were no |
Marketable securities | Marketable securities During the year ended December 31, 2023, the Company held investment securities in mutual funds primarily in U.S. government securities. Since all of the Company’s permitted investments consist of treasury securities, fair values of its investments are determined by Level 1 inputs utilizing quoted market prices (unadjusted) in active markets for identical assets. Earnings on these securities are included in interest income on marketable securities in the consolidated statement of operations and are automatically reinvested. The fair value of these securities was determined using quoted market prices in active markets for identical assets. As of December 31, 2023 and 2022, there were no marketable securities. |
Restricted Cash | Restricted Cash Certain deposits are restricted as to withdrawal or usage against these deposits. Restricted term deposits are classified as current assets based on the term of the deposit and the expiration date of the underlying restriction. With respect to the Arosa Loan Agreement (Note 10), the Company deposited $3,000,000 of cash into a restricted escrow account, to be later released upon the satisfaction of certain covenants as specified. These funds were released from escrow on April 17, 2023. |
Inventories | Inventories Inventories consist of finished stock of spectrometer units built by the Company and recorded at the lower of cost or net realizable value and work -in- progress units measured at cost. The Company regularly reviews inventory quantities and records a provision for excess and/or obsolete inventory which reduces the cost basis of the inventory. There was no The following table shows the components of inventory at December 31, 2023. Finished goods $ 291,492 Work in progress 173,448 Total 464,940 Lower of cost and market adjustment (221,492 ) Balance, December 31, 2023 $ 243,448 |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line basis over the estimated useful lives of the respective asset. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. Assets Estimated Useful Life Lab equipment 3 years |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has determined it has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources and evaluating financial performance. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels: ● Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. ● Level 3: Inputs a In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The carrying amounts of certain financial instruments, such as cash equivalents, marketable securities, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. All of the Company’s debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting. The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year. For the years ended December 31, 2023 and 2022 no transfers between levels have been recognized. |
Warrant | Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ deficit in its consolidated balance sheets. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ deficit in the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. |
Convertible Notes | Convertible Notes The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. In this case, the convertible notes represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the convertible notes date with a charge to expense in accordance with ASC-480 - Distinguishing Liabilities from Equity. |
Leases | Leases The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset for the term of the lease and the lease liabilities represent an obligation to make lease payments arising from the lease. The Company’s lease agreement contains rent escalation provisions, which are considered in determining the ROU assets and lease liabilities. The Company begins recognizing rent expense when the lessor makes the underlying asset available for use by the Company. Lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The interest rate the Company uses to determine the present value of future lease payments is the Company’s incremental borrowing rate because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The ROU asset is determined based on the lease liability initially established and adjusted for any prepaid lease payments and any lease incentives received. The lease term to calculate the ROU asset and related lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Operating leases are included in the ROU assets and lease liabilities on the consolidated balance sheets. The Company has no finance leases. |
Revenue Recognition | Revenue Recognition Product sales The Company generates revenue through the sale of AireCore ™ The Company evaluated principal versus agent considerations to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. The Company owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk, establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling the goods at any time. Therefore, these third-party logistics provider fees will be recorded within cost of goods sold as they are incurred and are not recorded as a reduction of revenue. Profit Sharing Agreement The Company entered into an agreement with a customer pursuant to which the Company will provide training and marketing support to the customer and receive a percentage of revenue received by the customer when the customer markets spectrometers. The Company evaluated variable considerations to determine if the Company should estimate a reasonable amount of this revenue to be included in the transaction price. The Company determined that since the customer controls all aspects of the transactions with their customers including pricing and timing of service, the expected outcome is highly uncertain and variable revenues cannot be reasonably estimated. Revenue under this agreement will be recognized when the customer makes such confirmation and receipt of a determined amount of funds is highly certain. Licensing agreement revenue The Company enters into license agreements with strategic partners to sell and distribute AireCore ™ |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation arrangements granted to employees in accordance with ASC 718, “Compensation: Stock Compensation”, by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. |
Research and Development Costs | Research and Development Costs Costs related to preliminary research and development of internal use software are expensed as incurred as a component of operating expenses. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. |
Net Loss Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potential shares of common stock, including restricted stock awards, restricted stock units, convertible notes, warrants and earn-out shares, to the extent dilutive. For the year ended December 31, 2023, unvested restricted stock awards, restricted stock units, and warrants were included in the calculation of dilutive EPS using the treasury stock method; the convertible notes were included in the calculation of dilutive EPS using the if-converted method; and the earn-out shares would be included in the calculation of dilutive EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the earn-out period. There were no |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2022, the FASB issued which is intended to enhance the transparency surrounding the use of supplier finance programs. The guidance requires companies that use supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated roll forward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The Company adopted the guidance when it became effective on January 1, 2023, except for the roll forward information, which is effective for fiscal years beginning after December 15, 2023. In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning after December 15, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Inventory | The following table shows the components of inventory at December 31, 2023. Finished goods $ 291,492 Work in progress 173,448 Total 464,940 Lower of cost and market adjustment (221,492 ) Balance, December 31, 2023 $ 243,448 |
Schedule of Gain or Loss is Recognized | When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. Assets Estimated Useful Life Lab equipment 3 years |
Recapitalization (Tables)
Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Recapitalization [Abstract] | |
Schedule of Changes in Stockholders’ Deficit | The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ deficit for the period ended December 31, 2023: Cash-trust and cash, net of redemptions $ 12,623,476 Less: transaction costs, loans and advisory fees, paid (419,174 ) Less: cash paid in connection with the forward purchase agreements (12,204,302 ) Net proceeds from the Business Combination — Less: deferred underwriting fees payable (5,635,000 ) Less: earnout liabilities (49,894,000 ) Less: convertible notes payable, accounts payable and accrued liabilities assumed (including accrued transaction legal costs of $6,211,891) (9,739,970 ) Add: other, net 24,004 Reverse recapitalization, net $ (65,244,966 ) |
Schedule of Common Stock Issued Consummation | The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: PCCT Class A common stock, outstanding prior to the Business Combination 2,080,915 Less: Redemption of PCCT Class A common stock (952,924 ) Class A common stock of Perception Capital Corp. II 1,127,991 PCCT Class B common stock, outstanding prior to the Business Combination 5,750,000 Business Combination shares 6,877,991 Spectaire Shares 8,466,873 Common Stock immediately after the Business Combination 15,344,864 |
Schedule of Number of Spectaire Shares | The number of Spectaire shares was determined as follows: Spectaire Spectaire Class A Common Stock 19,495,432 8,466,873 |
Schedule of Transaction Costs | For the year ended December 31, 2023, transaction costs incurred within general and administrative expenses on the consolidated statements of operations were as follows: Years Accounting and auditing fees $ 1,126,631 Legal fees 1,060,977 Total $ 2,187,608 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table summarizes the components of property and equipment, net: December 31, December 31, 2023 2022 Lab equipment $ 102,218 $ 32,716 Total cost 102,218 32,716 Less: Accumulated depreciation (35,025 ) (13,899 ) Property and equipment, net $ 67,193 $ 18,817 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Consolidated Balance Sheet | The following amounts were recorded in the Company’s consolidated balance sheet relating to its operating leases and other supplemental information as of December 31, 2023: Operating Leases ROU Assets $ 205,053 Lease Liabilities: Current lease liabilities 75,808 Non Current lease liabilities 136,899 Total Lease liabilities $ 212,707 |
Schedule of Other Supplemental Information | Other supplemental information: December 31, Weighted average remaining lease term (years) 2.5 Weighted average discount rate 5.00 % |
Schedule of Operating Lease Liabilities | The following table presents the future lease payments relating to the Company’s operating lease liabilities recorded on the consolidated balance sheet as of December 31, 2023: Fiscal Year December, 31 2024 84,420 2025 92,862 2026 49,056 Total undiscounted lease payments 226,338 Less: imputed interest (13,631 ) Total lease liabilities 212,707 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Accrued Expenses [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The following table summarizes other accrued expenses: December 31, December 31, 2023 2022 Accrued professional services 507,977 — Insurance premium financing 507,348 — Accrued payroll and bonus (1) 750,414 — Other accrued expenses 102,083 2,165 $ 1,867,822 $ 2,165 (1) Includes $267,000 of accrued professional services due to an entity jointly owned by the Chief Executive Officer and Chief Information Officer of Spectaire (Note 8). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Liabilities Subject to Fair Value Measurements | Liabilities subject to fair value measurements are as follows: As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Forward purchase agreements - - 717,000 717,000 Earnout liabilities - - 1,964,000 1,964,000 Share based compensation liabilities 862,614 - - 862,614 Total liabilities $ 862,614 $ - $ 2,681,000 $ 3,543,614 |
Schedule of Changes in Fair Value of the Forward Purchase Agreement Liabilities | The following table presents the changes in the fair value of the Forward Purchase Agreements liabilities at December 31, 2023. For the Liabilities at beginning of the period $ — Assumed in the Business Combination 965,000 Change in fair value (248,000 ) Balance as of December 31, 2023 $ 717,000 For the Liability at beginning of the period $ — Assumed in the Business Combination 49,894,000 Change in fair value (47,930,000 ) Balance as of December 31, 2023 $ 1,964,000 |
Schedule of Key Assumptions used in Valuing the Earn-Out Shares | Below are the key assumptions used in valuing the earn-out shares: As of Stock Price $ 1.65 Volatility 60 % Risk free rate of return 3.62 % Expected term (in years) 4.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets as of December 31, 2023 and 2022 are as follows: December 31, December 31, 2023 2022 Deferred tax assets Share-based compensation $ 1,409,693 $ 61,791 Accrued expenses 242,763 — Net operating loss carryforwards 2,116,963 124,598 Research and development 855,842 — Lease liability 58,111 — Deferred Revenue 143,430 — General business tax credits 78,166 78,166 Total deferred tax assets 4,904,969 264,555 Valuation allowance (4,848,399 ) (261,560 ) Deferred tax assets, net valuation allowance $ 56,570 $ 2,995 Deferred tax liabilities Fixed assets $ (550 ) $ (2,995 ) Right of use asset (56,020 ) — Total gross deferred tax liabilities (56,570 ) (2,995 ) Net deferred tax liabilities $ — $ — |
Schedule of Federal Income Tax Rate Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 U.S. federal statutory income tax rate 21.0 % 21.0 % State tax benefit (expense), net of federal benefit (6.9 )% 6.3 % Permanent items Change in fair value of earn-out liabilities (112.4 )% — % Loss on initial issuance of warrants 37.4 % — % Share-based compensation – Arosa units 4.5 % — Business Combination expenses 5.1 % — % Current year tax credits — % 6.8 % Change in valuation allowance 51.3 % (34.1 )% Income tax provision 0.0 % 0.0 % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 12 Months Ended | ||||||
Oct. 19, 2023 | Oct. 13, 2023 | Oct. 11, 2023 | Oct. 04, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization and Business Operations (Details) [Line Items] | |||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock shares issued (in Shares) | 15,344,864 | 6,221,992 | |||||
Capital Contribution (in Dollars) | $ 650,000 | ||||||
Common stock outstanding percentage | 10.30% | 10% | |||||
Exercise price | $ 0.01 | $ 0.01 | |||||
Purchase of additional warrant to arosa (in Dollars) | $ 2,194,453 | ||||||
Class A Ordinary Shares [Member] | |||||||
Organization and Business Operations (Details) [Line Items] | |||||||
Ordinary shares, par value | $ 0.0001 | ||||||
Common stock shares issued (in Shares) | 0.9 | ||||||
Class B Ordinary Share [Member] | |||||||
Organization and Business Operations (Details) [Line Items] | |||||||
Ordinary shares, par value | 0.0001 | ||||||
Common Stock [Member] | |||||||
Organization and Business Operations (Details) [Line Items] | |||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock shares issued (in Shares) | 15,344,864 | ||||||
Price of Common stock | $ 12 | ||||||
Polar Multi-Strategy Master Fund [Member] | |||||||
Organization and Business Operations (Details) [Line Items] | |||||||
Common stock shares issued (in Shares) | 0.9 | ||||||
Capital Contribution (in Dollars) | $ 650,000 | ||||||
Polar Multi-Strategy Master Fund [Member] | Common Stock [Member] | |||||||
Organization and Business Operations (Details) [Line Items] | |||||||
Common stock shares issued (in Shares) | 585,000 | ||||||
PIPE Subscription Agreement [Member] | |||||||
Organization and Business Operations (Details) [Line Items] | |||||||
Aggregate purchase price (in Dollars) | $ 500,000 | $ 3,500,000 | $ 3,000,000 | ||||
Purchase of shares (in Shares) | 50,000 | ||||||
Share price per share | $ 10 | $ 10 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Liquidity and Going Concern (Details) [Line Items] | ||
Operating loss | $ (16,729,809) | $ (1,115,930) |
Cash flows from operations | (7,374,497) | (365,813) |
Unrestricted cash | 300,000 | |
Net working capital deficit | 25,400,000 | |
Accumulated deficit | (27,193,544) | $ (1,139,407) |
Other Security Investments [Member] | ||
Liquidity and Going Concern (Details) [Line Items] | ||
Accumulated deficit | $ 27,200,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash and cash equivalents FDIC limit | $ 90,000 | |
Cash equivalents | ||
Escrow deposit | 3,000,000 | |
Inventory reserve | ||
Deferred revenue amount | 500,000 | 0 |
Unrecognized tax benefits | ||
Accrued for interest and penalties | ||
Potential dilutive common stock equivalents |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Inventory - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventory [Abstract] | ||
Finished goods | $ 291,492 | |
Work in progress | 173,448 | |
Total | 464,940 | |
Lower of cost and market adjustment | (221,492) | |
Total Inventory | $ 243,448 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Gain or Loss is Recognized | Dec. 31, 2023 |
Assets | |
Lab equipment | 3 years |
Recapitalization (Details)
Recapitalization (Details) - USD ($) | 12 Months Ended | |
Mar. 18, 2024 | Dec. 31, 2023 | |
Recapitalization [Line Items] | ||
Gross proceeds | $ 2,000,000 | |
Transaction costs | $ 419,174 | |
Warrants issued | 42,937 | |
Shares redemption | 952,924 | |
Class A Common Stock [Member] | ||
Recapitalization [Line Items] | ||
Aggregate payment | $ 10,664,281 | |
Public Warrants [Member] | ||
Recapitalization [Line Items] | ||
Warrants issued | 11,500,000 | |
Warrants [Member] | ||
Recapitalization [Line Items] | ||
Warrants issued | 10,050,000 | |
Business Combination [Member] | ||
Recapitalization [Line Items] | ||
Gross proceeds | $ 12,600,000 | |
Transaction costs | $ 12,600,000 |
Recapitalization (Details) - Sc
Recapitalization (Details) - Schedule of Changes in Stockholders’ Deficit | Dec. 31, 2023 USD ($) |
Schedule of Changes in Stockholders’ Deficit [Line Items] | |
Cash-trust and cash, net of redemptions | $ 12,623,476 |
Less: transaction costs, loans and advisory fees, paid | (419,174) |
Less: cash paid in connection with the forward purchase agreements | (12,204,302) |
Net proceeds from the Business Combination | |
Less: deferred underwriting fees payable | (5,635,000) |
Less: earnout liabilities | (49,894,000) |
Less: convertible notes payable, accounts payable and accrued liabilities assumed (including accrued legal costs of $6,211,891) | (9,739,970) |
Add: other, net | 24,004 |
Reverse recapitalization, net | $ (65,244,966) |
Recapitalization (Details) - _2
Recapitalization (Details) - Schedule of Changes in Stockholders’ Deficit (Parentheticals) | Dec. 31, 2023 USD ($) |
Schedule of Changes in Stockholders’ Deficit [Line Items] | |
Accrued legal costs | $ 6,211,891 |
Recapitalization (Details) - _3
Recapitalization (Details) - Schedule of Common Stock Issued Consummation | Dec. 31, 2023 shares |
Common Stock Issued Consummation [Line Items] | |
Business Combination shares | 6,877,991 |
Spectaire Shares | 8,466,873 |
Common Stock immediately after the Business Combination | 15,344,864 |
Less: Redemption of PCCT Class A common stock | (952,924) |
Class A common stock of Perception Capital Corp. II | 1,127,991 |
Class A Common Stock [Member] | |
Common Stock Issued Consummation [Line Items] | |
PCCT common stock, outstanding prior to the Business Combination | 2,080,915 |
Class B Common Stock [Member] | |
Common Stock Issued Consummation [Line Items] | |
PCCT common stock, outstanding prior to the Business Combination | 5,750,000 |
Recapitalization (Details) - _4
Recapitalization (Details) - Schedule of Number of Spectaire Shares - Common Stock [Member] | 12 Months Ended |
Dec. 31, 2023 shares | |
Spectaire [Line Items] | |
Spectaire Shares | 19,495,432 |
Spectaire Shares after conversion ratio | 8,466,873 |
Recapitalization (Details) - _5
Recapitalization (Details) - Schedule of Transaction Costs | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Transaction Costs [Abstract] | |
Accounting and auditing fees | $ 1,126,631 |
Legal fees | 1,060,977 |
Total | $ 2,187,608 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment [Line Items] | ||
Depreciation expense | $ 21,126 | $ 10,418 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment, Net - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 102,218 | $ 32,716 |
Less: Accumulated depreciation | (35,025) | (13,899) |
Property and equipment, net | 67,193 | 18,817 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 102,218 | $ 32,716 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Line Items] | ||
Operating lease cost | $ 90,776 | $ 37,868 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Consolidated Balance Sheet - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Consolidated Balance Sheet to Operating Leases[Abstract] | ||
ROU Assets | $ 205,053 | |
Current lease liabilities | 75,808 | |
Non Current lease liabilities | 136,899 | |
Total Lease liabilities | $ 212,707 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Supplemental Information | Dec. 31, 2023 |
Schedule of Other Supplemental Information [Abstract] | |
Weighted average remaining lease term (years) | 2 years 6 months |
Weighted average discount rate | 5% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Operating Lease Liabilities | Dec. 31, 2023 USD ($) |
Schedule of Operating Lease Liabilities [Abstract] | |
2024 | $ 84,420 |
2025 | 92,862 |
2026 | 49,056 |
Total undiscounted lease payments | 226,338 |
Less: imputed interest | (13,631) |
Total lease liabilities | $ 212,707 |
Other Accrued Expenses (Details
Other Accrued Expenses (Details) | Dec. 31, 2023 USD ($) |
Chief Executive Officer [Member] | |
Other Accrued Expenses (Details) [Line Items] | |
Accrued professional services | $ 267,000 |
Other Accrued Expenses (Detai_2
Other Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Accounts Payable And Accrued Expenses Abstract | |||
Accrued professional services | $ 507,977 | ||
Insurance premium financing | 507,348 | ||
Accrued payroll and bonus | [1] | 750,414 | |
Other accrued expenses | 102,083 | 2,165 | |
Accounts payable and accrued expenses total | $ 1,867,822 | $ 2,165 | |
[1]Includes $267,000 of accrued professional services due to an entity jointly owned by the Chief Executive Officer and Chief Information Officer of Spectaire (Note 8). |
Related Parties Transactions (D
Related Parties Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 22, 2023 | Oct. 19, 2023 | Oct. 11, 2023 | Mar. 31, 2023 | Dec. 13, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Staffing services of research and development expenses | $ 563,000 | $ 1,573,278 | ||||||
General and administrative expenses | $ 188,000 | |||||||
Research and development expenses | 3,480,731 | 967,826 | ||||||
Accrued expenses | $ 1,867,822 | $ 2,165 | ||||||
Aggregate amount | $ 381,151 | |||||||
Advance to maker | $ 500,000 | |||||||
Repaid total amount | $ 125,000 | |||||||
Share price (in Dollars per share) | $ 10 | $ 25 | ||||||
Aggregate purchase price | $ 500,000 | |||||||
Consideration of granted payment | $ 1,500,000 | |||||||
Deferred revenue | $ 500,000 | |||||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares purchased (in Shares) | 50,000 | |||||||
Note Receivable [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Description of related party | On August 17, 2023, the Note was amended to $778,000 effective June 16, 2023. On September 6, 2023, the Note was further amended to $818,000. The Note does not bear interest and is payable on the date of the termination of the Merger Agreement or at any time at the election of the Maker. On April 3, 2023, and April 18, 2023, the Maker drew down $200,000 and $300,000 on this Note respectively. On June 16, 2023, and June 30, 2023, the Maker drew down an additional $110,000 and $84,000 on this Note respectively. On August 1, 2023 and September 5, 2023, the Maker drew a further $84,000 and $40,000 respectively. | |||||||
Chief Financial Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating costs | $ 20,600 | |||||||
Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Research and development expenses | 450,000 | |||||||
Accrued expenses | 267,000 | |||||||
AirCore technology [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Remaining payment upon third party | $ 1,000,000 |
Due to Lender (Details)
Due to Lender (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Due to Lender [Line Items] | ||
Extinguishment debt | $ 700,000 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | 12 Months Ended | ||||
Oct. 19, 2023 | Oct. 13, 2023 | May 02, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | |
Loan Payable [Line Items] | |||||
Principal amount | $ 6,500,000 | ||||
Cash | 5,000,000 | ||||
Deposit account amount | 2,000,000 | ||||
Escrow account amount | 3,000,000 | ||||
Transfer founder units | $ 1,500,000 | ||||
Maturity date | Mar. 27, 2024 | ||||
Final payment amount | $ 1,300,000 | ||||
Interest rate | 20.0% | ||||
Common stock outstanding percentage | 10.30% | 10% | |||
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | |||
Additional paid-in capital | $ 13,800,000 | ||||
Initial warrants issued amount | $ 8,600,000 | $ 7,300,000 | |||
Debt discount amount | $ 700,000 | $ 6,500,000 | |||
Principal net amount | $ 4,900,000 | ||||
Additional advance | $ 650,000 | ||||
Original loan | 6,500,000 | ||||
Outstanding principal amount | $ 7,150,000 | 536,701 | |||
Loans Payable [Member] | |||||
Loan Payable [Line Items] | |||||
Principal net amount | $ 300,000 | ||||
Spectaire Common Stock [Member] | |||||
Loan Payable [Line Items] | |||||
Common stock outstanding percentage | 10% | ||||
Exercise price (in Dollars per share) | $ 0.01 | ||||
NewCo Common Stock [Member] | |||||
Loan Payable [Line Items] | |||||
Common stock outstanding percentage | 5% | ||||
Exercise price (in Dollars per share) | $ 0.01 | ||||
Additional warrant percentage | 10.30% | ||||
Warrant [Member] | |||||
Loan Payable [Line Items] | |||||
Exercise price (in Dollars per share) | $ 0.01 | ||||
Warrants to purchase (in Shares) | 2,200,543 | ||||
Loan Agreement [Member] | |||||
Loan Payable [Line Items] | |||||
Loan agreement interest rate | 5% | ||||
Arosa Loan [Member] | |||||
Loan Payable [Line Items] | |||||
All other expenses | $ 200,000 | ||||
Counsel fees | 119,576 | ||||
Accounts payable and accrued expenses | $ 44,576 | ||||
Arosa Loan Agreement [Member] | |||||
Loan Payable [Line Items] | |||||
Common stock outstanding percentage | 10.30% | ||||
Additional paid-in capital | $ 9,300,000 | ||||
Additional warrant to purchase shares of common stock (in Shares) | 2,194,453 |
Note Payable (Details)
Note Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Oct. 04, 2023 | Dec. 31, 2022 | |
Note Payable [Line Items] | |||
Working capital expenses (in Dollars) | $ 650,000 | ||
Common stock shares issued | 15,344,864 | 6,221,992 | |
Investor’s capital contribution | 585,000 | ||
Investor share | 0.1 | ||
Common stock value outstanding (in Dollars) | $ 1 | ||
Notes payable (in Dollars) | $ 429,370 | ||
Transferred share | 42,937 | ||
Common Class A [Member] | |||
Note Payable [Line Items] | |||
Common stock shares issued | 0.9 |
Convertible Notes Payable _ R_2
Convertible Notes Payable – Related Party (Details) | 12 Months Ended | |||||
Apr. 10, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Nov. 17, 2023 USD ($) | Oct. 13, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | |
Convertible Notes - Related Party [Line Items] | ||||||
Convertible notes | $ 1,919,980 | $ 300,000 | ||||
Number of convertible notes | 8 | |||||
Bear interest rate | 6% | 5% | ||||
Investors capital | $ 17,900,000 | |||||
Gross proceeds | 2,500,000 | |||||
Working capital loans outstanding | 536,701 | $ 7,150,000 | ||||
Aggregate principal amount | $ 1,200,000 | |||||
Common stock amount | $ 1,534 | $ 622 | ||||
Minimum [Member] | ||||||
Convertible Notes - Related Party [Line Items] | ||||||
VWAP Price (in Dollars per share) | $ / shares | $ 1 | |||||
Maximum [Member] | ||||||
Convertible Notes - Related Party [Line Items] | ||||||
VWAP Price (in Dollars per share) | $ / shares | 1 | |||||
Principal Interest [Member] | ||||||
Convertible Notes - Related Party [Line Items] | ||||||
Conversion price (in Dollars per share) | $ / shares | $ 1 | |||||
Purchase Agreement [Member] | ||||||
Convertible Notes - Related Party [Line Items] | ||||||
Common stock amount | $ 20,000,000 | |||||
6163 Loan Brokers [Member] | ||||||
Convertible Notes - Related Party [Line Items] | ||||||
Convertible notes | 437,499 | |||||
Convertible Common Stock [Member] | ||||||
Convertible Notes - Related Party [Line Items] | ||||||
Convertible notes | 1,460,638 | |||||
Convertible Promissory Note [Member] | ||||||
Convertible Notes - Related Party [Line Items] | ||||||
Convertible notes | 300,000 | |||||
PCCT [Member] | ||||||
Convertible Notes - Related Party [Line Items] | ||||||
Convertible notes | $ 574,815 | |||||
Sponsor [Member] | ||||||
Convertible Notes - Related Party [Line Items] | ||||||
Convertible notes | $ 720,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2023 | Oct. 19, 2023 | Oct. 04, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Deficit [Line Items] | |||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock shares authorized | 600,000,000 | 600,000,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 15,344,864 | 6,221,992 | |||
Common Stock shares outstanding | 15,344,864 | 6,221,992 | |||
Warrants price (in Dollars per share) | $ 0.01 | $ 0.01 | |||
Warrant redemption period | 30 days | ||||
Number of trading days | 20 days | ||||
Preferred Stock [Member] | |||||
Stockholders' Deficit [Line Items] | |||||
Preferred stock shares authorized | 20,000,000 | ||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | ||||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Common Stock [Member] | |||||
Stockholders' Deficit [Line Items] | |||||
Common stock shares authorized | 600,000,000 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 15,344,864 | ||||
Common Stock shares outstanding | 6,221,992 | ||||
Common stock vote description | Each share of Common Stock has one vote and has similar rights and obligations. | ||||
Number of trading days | 20 days | ||||
Class A Ordinary Shares [Member] | |||||
Stockholders' Deficit [Line Items] | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Common stock shares issued | 0.9 | ||||
Public Warrants [Member] | |||||
Stockholders' Deficit [Line Items] | |||||
Number of warrants issued | 1 | ||||
Warrants price (in Dollars per share) | $ 11.5 | ||||
Warrants outstanding | 11,500,000 | ||||
Private Sale Warrants [Member] | |||||
Stockholders' Deficit [Line Items] | |||||
Number of warrants issued | 1 | ||||
Warrants price (in Dollars per share) | $ 11.5 | ||||
Private Placement Warrants [Member] | |||||
Stockholders' Deficit [Line Items] | |||||
Warrants outstanding | 10,050,000 | ||||
Warrant [Member] | |||||
Stockholders' Deficit [Line Items] | |||||
Warrants price (in Dollars per share) | $ 0.01 | ||||
Warrant [Member] | IPO [Member] | |||||
Stockholders' Deficit [Line Items] | |||||
Number of warrants issued | 21,550,000 | ||||
Warrant [Member] | Class A Ordinary Shares [Member] | |||||
Stockholders' Deficit [Line Items] | |||||
Redemption of warrant price per share (in Dollars per share) | $ 18 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 01, 2023 | Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation [Line Items] | ||||
Granted shares (in Shares) | 3,144,335 | |||
Vesting period | 1 year | |||
Remaining vest period | 3 years | |||
Total compensation | $ 21,720,000 | |||
Cash paid | 7,240 | |||
Unrecognized compensation expense | $ 9,499,333 | $ 226,175 | ||
Compensation expense | $ 323,854 | |||
Weighted average remaining life | 1 year 9 months | |||
Fair value at business combination (in Dollars per share) | $ 3.84 | |||
Recognized compensation expense | $ 538,760 | |||
Founder units | $ 1,500,000 | |||
Discount rate | 15% | |||
2022 Equity Incentive Plan [Member] | ||||
Share-based Compensation [Line Items] | ||||
Unrecognized compensation expense | $ 5,428,190 | |||
Restricted stock units (in Shares) | 2,510,000 | |||
Fair value at business combination (in Dollars per share) | $ 6.26 | $ 1.75 | ||
General and Administrative Expense [Member] | ||||
Share-based Compensation [Line Items] | ||||
Recognized compensation expense | $ 1,913,637 | |||
Series of Individually Immaterial Business Acquisitions [Member] | Maximum [Member] | ||||
Share-based Compensation [Line Items] | ||||
Business combination share price (in Dollars per share) | $ 3 | |||
Series of Individually Immaterial Business Acquisitions [Member] | Minimum [Member] | ||||
Share-based Compensation [Line Items] | ||||
Business combination share price (in Dollars per share) | $ 1.75 | |||
Restricted Stock [Member] | ||||
Share-based Compensation [Line Items] | ||||
Total compensation | $ 21,712,760 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Oct. 11, 2023 $ / shares | |
Fair Value Measurements [Line Items] | |||
Fair value of business combination (in Dollars) | $ | $ 965,000 | ||
Proceeds from forward purchase agreement (in Dollars) | $ | $ 346,323 | ||
Number of tranches | 3 | ||
Number of trading days | 20 days | ||
Acquiror per share value | $ 25 | $ 10 | |
Acquiror shares issued (in Shares) | shares | 2,500,000 | ||
Minimum [Member] | |||
Fair Value Measurements [Line Items] | |||
Acquiror per share value | $ 20 | ||
Maximum [Member] | |||
Fair Value Measurements [Line Items] | |||
Acquiror per share value | $ 25 | ||
Class A Ordinary Shares [Member] | |||
Fair Value Measurements [Line Items] | |||
Shares purchased (in Shares) | shares | 2,080,915 | ||
Common Stock [Member] | |||
Fair Value Measurements [Line Items] | |||
Stock split shares issued (in Shares) | shares | 7,500,000 | ||
Number of trading days | 20 days | ||
Acquiror per share value | $ 15 | ||
Acquiror shares issued (in Shares) | shares | 5,000,000 | ||
Common Stock [Member] | Minimum [Member] | |||
Fair Value Measurements [Line Items] | |||
Acquiror per share value | $ 15 | ||
Common Stock [Member] | Maximum [Member] | |||
Fair Value Measurements [Line Items] | |||
Acquiror per share value | $ 20 | ||
Acquiror Common Stock [Member] | |||
Fair Value Measurements [Line Items] | |||
Acquiror shares issued (in Shares) | shares | 7,500,000 | ||
Tranches One [Member] | Common Stock [Member] | |||
Fair Value Measurements [Line Items] | |||
Volume-weighted price per share | $ 15 | ||
Tranches Two [Member] | Common Stock [Member] | |||
Fair Value Measurements [Line Items] | |||
Volume-weighted price per share | 20 | ||
Tranches Three [Member] | Common Stock [Member] | |||
Fair Value Measurements [Line Items] | |||
Volume-weighted price per share | $ 25 | ||
Business Combination [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair value of business combination (in Dollars) | $ | $ 965,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Liabilities Subject to Fair Value Measurements - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities | ||
Forward purchase agreements liabilities | $ 717,000 | |
Earnout liabilities | 1,964,000 | |
Share based compensation liabilities | 862,614 | |
Total liabilities | 3,543,614 | |
Level 1 [Member] | ||
Liabilities | ||
Forward purchase agreements liabilities | ||
Earnout liabilities | ||
Share based compensation liabilities | 862,614 | |
Total liabilities | 862,614 | |
Level 2 [Member] | ||
Liabilities | ||
Forward purchase agreements liabilities | ||
Earnout liabilities | ||
Share based compensation liabilities | ||
Total liabilities | ||
Level 3 [Member] | ||
Liabilities | ||
Forward purchase agreements liabilities | 717,000 | |
Earnout liabilities | 1,964,000 | |
Share based compensation liabilities | ||
Total liabilities | $ 2,681,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Changes in Fair Value of the Forward Purchase Agreement Liabilities | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Forward Purchase Agreement Liability [Member] | |
Schedule of Changes in Fair Value of the Forward Purchase Agreement Liability [Line Items] | |
Liabilities at beginning of the period | |
Assumed in the Business Combination | 965,000 |
Change in fair value | (248,000) |
Liabilities at ending of the period | 717,000 |
Earnout Shares Liability [Member] | |
Schedule of Changes in Fair Value of the Forward Purchase Agreement Liability [Line Items] | |
Liabilities at beginning of the period | |
Assumed in the Business Combination | 49,894,000 |
Change in fair value | (47,930,000) |
Liabilities at ending of the period | $ 1,964,000 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Key Assumptions used in Valuing the Earn-Out Shares | Dec. 31, 2023 |
Stock Price [Member] | |
Schedule of Key Assumptions used in Valuing the Earn-Out Shares [Line Items] | |
Earn-out shares key assumptions | 1.65 |
Volatility [Member] | |
Schedule of Key Assumptions used in Valuing the Earn-Out Shares [Line Items] | |
Earn-out shares key assumptions | 60 |
Risk Free Rate of Return [Member] | |
Schedule of Key Assumptions used in Valuing the Earn-Out Shares [Line Items] | |
Earn-out shares key assumptions | 3.62 |
Expected Term [Member] | |
Schedule of Key Assumptions used in Valuing the Earn-Out Shares [Line Items] | |
Earn-out shares key assumptions | 4.8 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||||
Dec. 14, 2023 | Nov. 17, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | ||||||
Provision of funding threshold | $ 4,000,000 | |||||
Common stock ownership percentage | 2.50% | |||||
Shares issued (in Shares) | 58,500 | |||||
Deferred underwriting fees | $ 5,635,000 | |||||
Inventory costs | 577,665 | $ 5,930 | ||||
Newly issued shares of common stock | 500,000 | |||||
AirCore Mass Spectrometer Program [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Estimated costs | $ 122,743 | $ 276,834 | ||||
Total number of units | 35 | |||||
Number of units in progress | 45 | |||||
Incurred cost | $ 272,198 | |||||
Inventory costs | $ 243,448 | |||||
Common Stock Purchase Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Newly issued shares of common stock | $ 20,000,000 | |||||
Massachusetts Institute of Technology [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Shares issued (in Shares) | 316,614 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Federal net operating loss carryforwards | $ 9,869,000 | $ 461,000 |
State operating loss carryforwards | 705,000 | 440,000 |
General business tax credit carryforwards | 78,000 | 78,000 |
Valuation allowance | 4,848,399 | 261,560 |
Valuation allowance increased | $ 4,586,839 | $ 142,031 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Share-based compensation | $ 1,409,693 | $ 61,791 |
Accrued expenses | 242,763 | |
Net operating loss carryforwards | 2,116,963 | 124,598 |
Research and development | 855,842 | |
Lease liability | 58,111 | |
Deferred Revenue | 143,430 | |
General business tax credits | 78,166 | 78,166 |
Total deferred tax assets | 4,904,969 | 264,555 |
Valuation allowance | (4,848,399) | (261,560) |
Deferred tax assets, net valuation allowance | 56,570 | 2,995 |
Deferred tax liabilities | ||
Fixed assets | (550) | (2,995) |
Right of use asset | (56,020) | |
Total gross deferred tax liabilities | (56,570) | (2,995) |
Net deferred tax liabilities |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Federal Income Tax Rate Effective Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Federal Income Tax Rate Effective Tax Rate [Line Items] | ||
U.S. federal statutory income tax rate | 21% | 21% |
State tax benefit (expense), net of federal benefit | (6.90%) | 6.30% |
Permanent items | ||
Change in fair value of earn-out liabilities | (112.40%) | |
Loss on initial issuance of warrants | 37.40% | |
Share-based compensation – Arosa units | 4.50% | |
Business Combination expenses | 5.10% | |
Current year tax credits | 6.80% | |
Change in valuation allowance | 51.30% | (34.10%) |
Income tax provision | 0% | 0% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 18, 2024 | Feb. 29, 2024 |
Subsequent Events [Line Items] | ||
Gross proceeds | $ 2,000,000 | |
Subsequent Event [Member] | ||
Subsequent Events [Line Items] | ||
Promissory notes issue discounts | $ 25,000 | |
Aggregate shares (in Shares) | 1,538,461 | |
Warrant to purchase | $ 1,538,461 | |
Exercise price (in Dollars per share) | $ 1.3 | |
Promissory Notes [Member] | Subsequent Event [Member] | ||
Subsequent Events [Line Items] | ||
Aggregate principal amount | $ 125,000 |