Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 19, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 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 Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 155 Arlington St | |
Entity Address, City or Town | Watertown | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02472 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (508) | |
Local Phone Number | 213-8991 | |
Class A Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,547,201 | |
Common Class B | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 94,148 | $ 342,996 |
Inventories | 163,806 | 243,448 |
Prepaid expenses and other assets | 316,576 | 577,665 |
Total current assets | 574,530 | 1,164,109 |
Property and equipment, net | 61,220 | 67,193 |
Operating lease right of use asset | 166,182 | 205,053 |
Deposits | 6,700 | 6,700 |
Total assets | 808,632 | 1,443,055 |
Current liabilities | ||
Accounts payable | 1,113,511 | 1,885,390 |
Accrued legal costs | 4,016,509 | 6,765,906 |
Accrued interest expense | 1,745,904 | 1,014,360 |
Other accrued expenses | 936,180 | 1,867,822 |
Investor deposit | 2,000,000 | |
Other current liabilities | 123,780 | 123,780 |
Deferred revenue | 673,878 | 525,000 |
Notes payable | 429,370 | 429,370 |
Loan payable | 7,513,852 | 5,200,000 |
Operating lease liability – current portion | 81,802 | 75,808 |
Share based compensation liabilities | 769,588 | 862,614 |
Forward purchase agreements | 201,250 | 717,000 |
Deferred underwriting fees | 1,535,500 | 5,635,000 |
Total current liabilities | 22,252,640 | 26,534,166 |
Operating lease liability – non current portion | 95,488 | 136,899 |
Earnout liabilities | 330,000 | 1,964,000 |
Total liabilities | 22,678,128 | 28,635,065 |
Commitments and contingencies (note 16) | ||
Stockholders’ deficit | ||
Preferred stock, $0.0001 par value; 20,000,000 authorized shares and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023 | ||
Common stock, $0.0001 par value; 600,000,000 authorized shares and 18,547,201 shares and 15,344,864 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 1,854 | 1,534 |
Additional paid in capital | 3,305,427 | |
Accumulated deficit | (25,176,777) | (27,193,544) |
Total stockholders’ deficit | (21,869,496) | (27,192,010) |
Total liabilities and stockholders’ deficit | 808,632 | 1,443,055 |
Related Party | ||
Current liabilities | ||
Accounts payable – related party (note 8) | 20,600 | |
Convertible notes payable, net – related party (note 11) | $ 1,111,516 | $ 1,411,516 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 18,547,201 | 15,344,864 |
Common stock, shares outstanding | 18,547,201 | 15,344,864 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Costs and expenses: | ||||
Sales and marketing | 130,878 | 121,000 | 262,169 | 226,000 |
General and administrative | 1,393,505 | 2,172,883 | 2,313,301 | 5,784,560 |
Research and development | 568,394 | 646,323 | 1,513,519 | 1,245,550 |
Depreciation expense | 8,969 | 3,734 | 17,489 | 6,731 |
Total costs and expenses | 2,101,746 | 2,943,940 | 4,106,478 | 7,262,841 |
Operating loss | (2,101,746) | (2,943,940) | (4,106,478) | (7,262,841) |
Other income (expense): | ||||
Interest income on marketable securities | 27,684 | 27,684 | ||
Interest expense | (957,332) | (1,982,250) | (3,336,652) | (2,019,904) |
Capital raise finance charge | (181,000) | (181,000) | ||
Change in fair value of forward purchase agreements | 515,750 | |||
Change in fair value of earnout liabilities | 281,000 | 1,634,000 | ||
Loss on initial issuance of warrants | (7,309,584) | (7,309,584) | ||
Gain on settlement of professional fees and deferred underwriting fees | 7,475,063 | 7,475,063 | ||
Other miscellaneous income | 4,956 | 16,084 | ||
Income (loss) before income taxes | 4,520,941 | (12,208,090) | 2,016,767 | (16,564,645) |
Income tax expense | ||||
Net Income (loss) | $ 4,520,941 | $ (12,208,090) | $ 2,016,767 | $ (16,564,645) |
Net income (loss) per common share, basic (in Dollars per share) | $ 0.25 | $ (1.85) | $ 0.12 | $ (2.56) |
Weighted average shares outstanding, basic (in Shares) | 18,129,623 | 6,581,284 | 16,842,914 | 6,460,348 |
Net income (loss) per common share, diluted (in Dollars per share) | $ 0.2 | $ (1.85) | $ 0.1 | $ (2.56) |
Weighted average shares outstanding, diluted (in Shares) | 22,263,245 | 6,581,284 | 20,995,601 | 6,460,348 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Preferred Stock | Common Stock | Subscription Receivable | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 510 | $ 904 | $ 344,100 | $ (1,139,407) | $ (793,893) | |
Balance (in Shares) at Dec. 31, 2021 | 5,100,000 | 9,042,818 | ||||
Retroactive application of Business Combination (note 1) | $ (510) | $ (282) | 792 | |||
Retroactive application of Business Combination (note 1) (in Shares) | (5,100,000) | (2,820,826) | ||||
Balance at Dec. 31, 2022 | $ 622 | 344,892 | (1,139,407) | (793,893) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,221,992 | |||||
Issuance of common stock | $ 14 | (14) | ||||
Issuance of common stock (in Shares) | 139,291 | |||||
Distribution of shares relating to the Arosa Loan Agreement | (1,500,000) | (1,500,000) | ||||
Share-based compensation | $ 20 | 1,357,028 | 1,357,048 | |||
Share-based compensation (in Shares) | 199,073 | |||||
Net income (loss) | (4,356,555) | (4,356,555) | ||||
Balance at Mar. 31, 2023 | $ 656 | 201,906 | (5,495,962) | (5,293,400) | ||
Balance (in Shares) at Mar. 31, 2023 | 6,560,356 | |||||
Balance at Dec. 31, 2022 | $ 622 | 344,892 | (1,139,407) | (793,893) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,221,992 | |||||
Net income (loss) | (16,564,645) | |||||
Balance at Jun. 30, 2023 | $ 679 | 15,368,515 | (17,704,052) | (2,334,858) | ||
Balance (in Shares) at Jun. 30, 2023 | 6,785,165 | |||||
Balance at Mar. 31, 2023 | $ 656 | 201,906 | (5,495,962) | (5,293,400) | ||
Balance (in Shares) at Mar. 31, 2023 | 6,560,356 | |||||
Issuance of common stock | $ 3 | (3) | ||||
Issuance of common stock (in Shares) | 25,736 | |||||
Issuance of warrants relating to the Arosa Loan Agreement | 13,809,584 | 13,809,584 | ||||
Share-based compensation | $ 20 | 1,357,028 | 1,357,048 | |||
Share-based compensation (in Shares) | 199,073 | |||||
Net income (loss) | (12,208,090) | (12,208,090) | ||||
Balance at Jun. 30, 2023 | $ 679 | 15,368,515 | (17,704,052) | (2,334,858) | ||
Balance (in Shares) at Jun. 30, 2023 | 6,785,165 | |||||
Balance at Dec. 31, 2023 | $ 1,534 | (27,193,544) | (27,192,010) | |||
Balance (in Shares) at Dec. 31, 2023 | 15,344,864 | |||||
Issuance of common stock | $ 68 | (149,999) | 832,109 | 682,178 | ||
Issuance of common stock (in Shares) | 677,702 | |||||
Proceeds from forward purchase agreements | 679,660 | 679,660 | ||||
Net income (loss) | (2,504,174) | (2,504,174) | ||||
Balance at Mar. 31, 2024 | $ 1,602 | (149,999) | 1,511,769 | (29,697,718) | (28,334,346) | |
Balance (in Shares) at Mar. 31, 2024 | 16,022,566 | |||||
Balance at Dec. 31, 2023 | $ 1,534 | (27,193,544) | (27,192,010) | |||
Balance (in Shares) at Dec. 31, 2023 | 15,344,864 | |||||
Net income (loss) | 2,016,767 | |||||
Balance at Jun. 30, 2024 | $ 1,854 | 3,305,427 | (25,176,777) | (21,869,496) | ||
Balance (in Shares) at Jun. 30, 2024 | 18,547,201 | |||||
Balance at Mar. 31, 2024 | $ 1,602 | (149,999) | 1,511,769 | (29,697,718) | (28,334,346) | |
Balance (in Shares) at Mar. 31, 2024 | 16,022,566 | |||||
Issuance of common stock | $ 239 | 1,729,850 | 1,730,089 | |||
Issuance of common stock (in Shares) | 2,389,736 | |||||
Share-based compensation | $ 13 | 63,808 | 63,821 | |||
Share-based compensation (in Shares) | 134,899 | |||||
Receipt of subscription payment | 149,999 | 149,999 | ||||
Net income (loss) | 4,520,941 | 4,520,941 | ||||
Balance at Jun. 30, 2024 | $ 1,854 | $ 3,305,427 | $ (25,176,777) | $ (21,869,496) | ||
Balance (in Shares) at Jun. 30, 2024 | 18,547,201 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 2,016,767 | $ (16,564,645) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation expense | 17,489 | 6,731 |
Amortization of right of use assets | 38,871 | |
Share-based compensation | 3,110,558 | 2,714,096 |
Change in fair value of stock based compensation liabilities | (3,139,763) | |
Gain on settlement of professional fees and deferred underwriting fees | (7,475,063) | |
Non-cash interest expense | 3,268,510 | 2,019,904 |
Interest income reinvested on marketable securities | (27,684) | |
Loss on initial issuance of warrants | 7,309,584 | |
Change in fair value of forward purchase agreements | (515,750) | |
Change in fair value of earnout liabilities | (1,634,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 261,089 | (4,267) |
Inventories | 79,642 | |
Accounts payable – related party | (20,600) | (188,000) |
Accounts payable, accrued legal costs and other accrued expenses | (1,867,354) | 612,512 |
Operating lease payments | (35,417) | |
Deferred revenue | 148,878 | 148,780 |
Net cash used in operating activities | (5,746,143) | (3,972,989) |
Cash Flows from Investing Activities | ||
Purchase of marketable securities | (3,100,000) | |
Redemption of marketable securities | 1,160,000 | |
Purchases of property and equipment | (11,516) | (18,754) |
Net cash used in investing activities | (11,516) | (1,958,754) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock | 2,562,266 | |
Proceeds from investor subscription | 2,000,000 | |
Proceeds from term loan | 630,000 | 5,000,000 |
Repayment of term loan | (63,115) | |
Advance to related party | (694,000) | |
Repayment of convertible notes payable – related party (note 11) | (300,000) | |
Proceeds from convertible notes | 1,819,980 | |
Proceeds from forward purchase agreements | 679,660 | |
Net cash provided by financing activities | 5,508,811 | 6,125,980 |
Net (decrease) increase in cash and cash equivalents | (248,848) | 194,237 |
Cash and cash equivalents, beginning of period | 342,996 | 18,886 |
Cash and cash equivalents, end of the period | 94,148 | 213,123 |
Non-Cash investing and financing activities: | ||
Distribution of shares relating to the Arosa Loan Agreement (note 9) | 1,500,000 | |
Issuance of warrants related to the Arosa Loan Agreement (note 9) | $ 13,809,584 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2024 | |
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. On April 4, 2024, the Company incorporated Spectaire Canada Inc, a wholly owned Ontario, Canada corporation. As of June 30, 2024, Spectaire Canada Inc. has not commenced operations. 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”), 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. For the three and six months ended June 30, 2024, there were no shares purchased under this PIPE Subscription Agreement. In accordance with the terms of the Arosa Loan Agreement dated March 31, 2023 (See Note 9), 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 US 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 three and six months ended June 30, 2024, the Company reported an operating loss of $2.1 million and $4.1 million, respectively and negative cash flows from operations of $5.7 million for the six months ended June 30 2024. As of June 30, 2024, the Company had an aggregate unrestricted cash balance of $94 thousand, a net working capital deficit of $21.7 million, and accumulated deficit of $25.2 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 condensed consolidated financial statements are available to be issued. These condensed 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements in accordance with US GAAP have been omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by US GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 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 condensed 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 condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed 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 June 30, 2024, the cash balance does not exceed the FDIC limit. 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 condensed 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 June 30, 2024 and December 31, 2023, 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. These securities are presented on the condensed consolidated balance sheet at fair value at the end of the reporting period. Earnings on these securities are included in interest income on marketable securities in the condensed consolidated statement of operations and are automatically reinvested. The fair value of these securities is determined using quoted market prices in active markets for identical assets. As at June 30, 2024 and December 31, 2024, there were no marketable securities. 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 June 30, 2024 and December 31, 2023. June 30, December 31, 2024 2023 Finished goods $ 661,093 $ 291,492 Work in progress 59,806 173,448 Total 720,899 464,940 Lower of cost and market adjustment (557,093 ) (221,492 ) Balance, end of period $ 163,806 $ 243,448 Property and Equipment Property and equipment are 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. The following table shows the estimated useful life of assets at June 30, 2024 and December 31, 2023 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 are unobservable for the asset or liability. 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 condensed consolidated balance sheets 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 three and six months ended June 30, 2024 and 2023, 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 condensed 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 condensed 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 condensed 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 condensed 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 Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). 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 condensed consolidated statements of operations. Operating leases are included in the ROU assets and lease liabilities on the condensed 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, fulfils 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 (“ASC 718”), 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 condensed 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 three and six months ended June 30, 2024, 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. For the three and six months ended June 30, 2023, all potentially dilutive securities were not The following table presents a reconciliation of weighted average shares used in the calculations of the basic and diluted net income per share: Three Months Six Months Basic weighted average shares outstanding 18,129,623 16,842,914 Effect of dilution: Arosa warrants 951,844 951,844 Restricted stock 1,570,200 1,570,200 Restricted stock units 1,088,726 1,088,726 Convertible notes 522,852 541,917 Diluted weighted average shares outstanding 22,263,245 20,995,601 Recent Accounting Pronouncements 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 and interim periods within fiscal years beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s condensed 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 condensed consolidated financial statements. |
Recapitalization
Recapitalization | 6 Months Ended |
Jun. 30, 2024 | |
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. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 5 — Property and Equipment The following table summarizes the components of property and equipment, net: June 30, December 31, 2024 2023 Lab equipment $ 113,734 $ 102,218 Total cost 113,734 102,218 Less: Accumulated depreciation (52,514 ) (35,025 ) Property and equipment, net $ 61,220 $ 67,193 Depreciation expense was $17,489 and $6,731 for the six months ended June 30, 2024 and 2023, respectively. Depreciation expense was $8,969 and $3,734 for the three months ended June 30, 2024 and 2023, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024 and 2023, $50,948 and $38,950 of operating lease cost are included in general and administrative expenses in the condensed consolidated statements of operations, respectively. For the three months ended June 30, 2024 and 2023, $22,924 and $20,530 of operating lease cost are included in general and administrative expenses in the condensed consolidated statements of operations, respectively. The following amounts were recorded in the Company’s condensed consolidated balance sheet relating to its operating leases and other supplemental information as of June 30, 2024 and December 31, 2023: June 30, December 31, ROU Assets $ 166,182 $ 205,053 Lease Liabilities: Current lease liabilities $ 81,802 $ 75,808 Non current lease liabilities 95,488 136,899 Total lease liabilities $ 177,290 $ 212,707 Other supplemental information: June 30, Weighted average remaining lease term (years) $ 2.00 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 condensed consolidated balance sheet as of June 30, 2024: Fiscal Year June 30, Remainder of 2024 $ 44,220 2025 92,862 2026 49,056 Total undiscounted lease payments 186,138 Less: imputed interest (8,848 ) Total lease liabilities $ 177,290 |
Other Accrued Expenses
Other Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Other Accrued Expenses [Abstract] | |
Other Accrued Expenses | Note 7 — Other Accrued Expenses The following table summarizes other accrued expenses: June 30, December 31, 2024 2023 Accrued professional services $ 92,977 $ 507,977 Insurance premium financing 75,681 507,348 Accrued payroll and bonus (1) 527,000 750,414 Capital raise fees 131,000 — Other accrued expenses 109,522 102,083 $ 936,180 $ 1,867,822 (1) Includes $157,000 and $267,000 of accrued professional services due to an entity jointly owned by the Chief Executive Officer and Chief Information Officer of Spectaire at June 30, 2024 and December 31, 2023, respectively (Note 8). |
Related Parties Transactions
Related Parties Transactions | 6 Months Ended |
Jun. 30, 2024 | |
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. For the three and six months ended June 30, 2024, $301,766 and $505,182, respectively of staffing services were provided and expensed by the Company as research and development expenses and general and administrative expenses in the condensed consolidated statements of operations of which $0 and $188,000 was due to the entity as of June 30, 2024 and December 31, 2023, respectively. For the three and six months ended June 30, 2023, $460,284 and $847,065, respectively of staffing services were provided and expensed by the Company as research and development expenses and general and administrative expenses in the condensed consolidated statements of operations. In addition, during the year ended December 31, 2023, $450,000 of Business Combination incentive was provided and expensed by the Company as research and development expenses in the consolidated statement of operations of which there was $157,000 and $267,000 outstanding and included in accrued payroll and bonus within other accrued expenses on the condensed consolidated balance sheet as of June 30, 2024 and December 31, 2023, respectively. Effective May 31, 2024, the entity no longer provided staffing services to Spectaire. On June 1, 2024, the Company entered into a contract for staffing services with an affiliate company. For the three and six months ended June 30, 2024, $60,000 of staffing services were provided and expensed by the Company as research and development expenses and general and administrative expenses in the condensed consolidated statements of operations of which $0 was due to the entity as of June 30, 2024. 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 11, certain related parties have entered into convertible notes with the Company. 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. No additional shares were issued under this agreement as of June 30, 2024. 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 June 30, 2024 and December 31, 2023, which has been recorded as deferred revenue on the condensed 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 June 30, 2024 and any financial accounts are not material to the condensed consolidated financial statements. Asset Purchase Agreement On June 14, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) by and among a related entity, pursuant to which the Company would purchase certain assets of the related entity in exchange for 1,500,000 shares of Common Stock of the Company. The assets being acquired are the software assets of the related entity that allow the Company’s primary business to provide auditable emission transactions for customers with the AireCore product offering. The cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed based on their relative fair values and shall not give rise to goodwill. As of June 30, 2024, the acquisition was not closed. |
Loan Payable
Loan Payable | 6 Months Ended |
Jun. 30, 2024 | |
Loan Payable [Abstract] | |
Loan Payable | Note 9 — 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 accrues interest at a rate of 20.0% per annum based on a 360 day year. 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 interest accrued 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 six months ended June 30, 2024 and the year ended December 31, 2023, $0 and $119,576 was expensed for counsel fees under the Arosa Loan Agreement, respectively, of which $0 and $44,576 is included in accounts payable on the condensed consolidated balance sheets as of June 30, 2024 and 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. As of June 30, 2024, the debt discount is fully accreted. 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 June 30, 2024, the debt discount is fully accreted. The Arosa Loan and the Additional Advance matured on March 27, 2024 (the “Maturity Date”). On April 5, 2024, the Company entered into an amended loan agreement with Arosa with an effective date of March 27, 2024 (the “Amended Arosa Loan Agreement”). The Amended Arosa Loan Agreement extended the maturity date to June 1, 2024 and additional interest of $500,000 is payable to Arosa on the effective date of the agreement. In April 2024, the Company paid to Arosa $500,000 which is treated as a debt issuance cost and amortized over the term of the Amended Arosa Loan. For the three and six months ended June 30, 2024, $469,231 and $ 500,000 of amortized debt issuance cost is included in interest expense on the condensed consolidated statement of operations. On June 1, 2024, the Company entered into a second amended agreement with Arosa (the “Second Amendment to the Arosa Loan Agreement”). The Second Amendment to the Arosa Loan Agreement extends the maturity date to August 30, 2024 and additional interest of $250,000 is payable to Arosa on the effective date of the agreement.. Pursuant to the agreement, the Company shall repay the principal and interest on a bi-weekly basis in amounts equal 50% of net equity proceeds from capital raises. In Jume, the Company paid to Arosa $250,000 which is treated as a debt issuance cost and amortized over the term of the Second Amendment to the Arosa Loan. At June 30, 2024, $6.9 million of principal net of loan discount is reported in loan payable on the condensed consolidated balance sheet. At December 31, 2023, $5.2 million of principal net of loan discount is reported in loan payable on the condensed consolidated balance sheet. |
Note Payable
Note Payable | 6 Months Ended |
Jun. 30, 2024 | |
Note Payable [Abstract] | |
Note Payable | Note 10 — 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 is 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 June 30, 2024 and December 31, 2023, there was $429,370 owed under this subscription agreement, which is included on the condensed consolidated balance sheet. In April 2024, the subscription agreement was amended to include the payment of an additional 85,874 shares per month to Polar until the default is cured. As of June 30, 2024, the Company transferred 257,622 shares to the investor pursuant to this subscription agreement. At June 30, 2024, a total of 429,370 shares are pending to be transferred to the investor under this subscription agreement. |
Convertible Notes Payable _ Rel
Convertible Notes Payable – Related Party | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable – Related Party | Note 11 — 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. 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 June 30, 2024 and December 31, 2023, the outstanding amount of Working Capital Loans was $536,701 and was recorded in convertible notes payable - related party on the condensed consolidated balance sheet, respectively. On April 23, 2024, the Company amended and restated the debt effective April 14, 2024 (the “Amended Working Capital Loans”), extending the maturity date to one year following the effective date. At the option of the Company, the amount outstanding under this loan can repaid by conversion into redeemable warrants to purchase the equivalence of Class A common stock at a conversion price of $1 per warrant and an exercise price of $11.50. 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 do 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 June 30, 2024 and December 31, 2023, $574,815 is outstanding and recorded in convertible notes payable- related party on the condensed consolidated balance sheets, respectively. 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”) 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. The convertible note was repaid in April 2024. At June 30, 2024 and December 31, 2023, $0 and $300,000 owing under this promissory note is included in convertible notes – related party on the condensed consolidated balance sheets at par, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | Note 12 — Convertible Notes Payable 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. In March 2024, the Company repaid the promissory notes. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders’ Deficit [Abstract] | |
Stockholders’ Deficit | Note 13 — Stockholders’ Deficit Preferred Stock 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 June 30, 2024 and 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 PCCT IPO in accordance with the guidance contained in ASC Topic 815, Derivatives and Hedging (“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 | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Compensation [Abstract] | |
Share-based Compensation | Note 14 — Share-based Compensation Restricted Stock Awards In October 2022, Spectaire granted 3,140,384 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 $2,714,095 in compensation expense for the six months ended June 30, 2024 and 2023, and $1,357,048 for the three months ended June 30, 2024 and 2023, which is included in general and administrative expenses in the condensed consolidated statements of operations. Subsequent to the close of the Business Combination, and as of June 30, 2024 and December 31, 2023, the Company did not have sufficient registered shares to issue. The fair values as of June 30, 2024 and December 31, 2023 were $0.50 and $1.65, respectively. Consequently, the Company recorded $98,154 and $238,079 of compensation expense recognized for the three and six months ended June 30, 2024, respectively, which is included in general and administrative expenses in the condensed consolidated statement of operations. For the three and six months ended June 30, 2024, a decrease in fair values of compensation liability of $1,342,429 and $2,743,480 is included in compensation expense on the condensed consolidated statement of operations. As of June 30, 2024 and December 31, 2024, $294,468 and $323,854 of compensation expense is reported as a liability and is included in current liabilities on the condensed consolidated balance sheets, respectively. As of June 30, 2024, the remaining unrecognized compensation expense of the restricted stock awards is $6,785,238 with a weighted average remaining life of 1.25 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 1,088,726 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 and as of June 30, 2024 and December 31, 2023, the Company did not have sufficient registered shares to issue. The fair values as of June 30, 2024 and December 31, 2023 were $0.50 and $1.65, respectively. In May 2024, as approved by the Board, the remaining units representing 66,268 shares of the former CFO were immediately vested. The Company recognized $79,116 and $148,919 in compensation expense for three and six months ended June 30, 2024, respectively, which is included in general and administrative expenses in the condensed consolidated statement of operations. For the three and six months ended June 30, 2024, a decrease in fair value of compensation liability of $90,201 and $396,282 is included in compensation expense on the condensed consolidated statement of operations. As at June 30, 2024 and December 31, 2023, the resultant liability under the Plan of $291,396 and $538,760, respectively, is included in current liabilities on the condensed consolidated balance sheet. Arosa Founder Units As described in Note 9, 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 in October 2023 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 | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 15 — Fair Value Measurements The Company accounts for certain liabilities at fair value and classifies these liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). Liabilities subject to fair value measurements at June 30, 2024 are as follows: As of June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Forward purchase agreements $ - $ - $ 201,250 $ 201,250 Earnout liabilities - - 330,000 330,000 Share based compensation liabilities 769,588 - - 769,588 Total liabilities $ 769,588 $ - $ 531,250 $ 1,300,838 Liabilities subject to fair value measurements at December 31, 2023 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 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. For the three and six months ended June 30, 2024, the Company received $0 and $679,660 related to the Forward Purchase Agreements, respectively. The proceeds are included in additional paid-in capital on the condensed consolidated balance sheets. As of June 30, 2024, 161,000 shares remain outstanding under the Forward Purchase Agreements and the forward purchase agreement liabilities were calculated based on the put option price and number of shares that remain outstanding. Based on the above, $0 and $515,750 was recognized as a net gain within change in fair value of forward purchase agreements on the condensed consolidated statements of operations for the three and six months ended June 30, 2024, respectively. Earnout Liabilities Holders of former PCCT Common Stock will be entitled to receive additional Earnout 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 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 earnout shares: As of As of Stock Price $ 0.50 $ 1.65 Volatility 75 % 60 % Risk free rate of return 4.40 % 3.62 % Expected term (in years) 4.30 4.8 As of As of Liability at beginning of the period $ 1,964,000 $ — Assumed in the Business Combination — 49,894,000 Change in fair value (1,634,000 ) (47,930,000 ) Balance at end of the period $ 330,000 $ 1,964,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 16 — Commitments and Contingencies License Agreement The Company has a license agreement (the “License Agreement”) with MIT. As part of the License Agreement, in exchange for certain patent rights owned by MIT, the Company 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. On June 13, 2024, the Company entered into a settlement and release agreement with the underwriter, pursuant to which the Company will issue to the underwriter 1,000,000 warrants at an exercise price of $11.50 (the ‘Warrant Award”) and a pay a sum of $1,500,000 upon the closing of any financing transaction of at least $15,000,000. The Warrants shall bear the same terms as the existing warrants. The Warrant Award and cash payment will be accepted as full settlement of the $5,635,000 of deferred underwriting fees unless in the event of a bankruptcy proceeding the full amount will be claimed. On At June 30, 2024 and December 31, 2023, $1,535,000 and $5,635,000 are included as a current liability on the condensed consolidated balance sheets, respectively. At June 30, 2024, the warrants were not yet issued. As the agreement on June 13, 2024, legally released Spectaire to any further obligation above the $1,535,000, the Company reversed $4,099,500 as other income during the three and six months ended June 30, 2024. 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 condensed 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. For the three and six months ended June 30, 2024, the Company sold 2,389,736 and 3,067,438 shares, respectively for total purchase price of $1,730,089 and 2,562,198, respectively to Keystone under this agreement. Subscription Agreement 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. The warrants meet the requirements under ASC 815 for equity classification and will be recorded and classified within the condensed consolidated statement of changes in stockholders’ deficit based on allocated proceeds upon the issuance of shares. As of June 30, 2024, $2,000,000 was received under this agreement and reported as investor deposit on the condensed consolidated balance sheet. As of June 30, 2024, there were no shares issued under this agreement. Yorkville Standby Equity Purchase Agreement (SEPA) On May 17, 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with Yorkville pursuant to which the Company has the right to sell to Yorkville up to $25 million of its shares of Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of shares of Common Stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of Common Stock to Yorkville under the SEPA. While there is no mandatory minimum amount, the Company may not sell at any time the greater of (i) an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding a sale notice, and (ii) 500,000 shares of Common Stock. The shares of Common Stock delivered by the Company will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of Common Stock during the three consecutive trading days commencing on the date of the delivery of the sale notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each notice below which the Company will not be obligated to make any sales to Yorkville. The net proceeds to the Company will depend on the frequency and prices at which the Company sells Common Stock to Yorkville. Under applicable Nasdaq rules, in no event may the Company issue to Yorkville under the SEPA shares equal to greater than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the SEPA (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Yorkville for all of the shares of Common Stock that the Company directs Yorkville to purchase from the Company pursuant to the SEPA, if any, equals or exceeds the lower of (a) the official closing price of the Common Stock on Nasdaq immediately preceding the execution of the SEPA and (b) the average official closing price of the Common Stock on Nasdaq for the five consecutive trading days immediately preceding the execution of the SEPA, adjusted as required by Nasdaq so that the Exchange Cap limitation will not apply to issuances and sales of Common Stock pursuant to the SEPA. In addition, the Company may not issue or sell any shares of Common Stock to Yorkville under the SEPA which, when aggregated with all other shares of Common Stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 thereunder), would result in Yorkville beneficially owning more than 4.99% of the outstanding shares of Common Stock. The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the date of the SEPA or (ii) the date on which it has been fully performed. The Company has the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to Yorkville, provided that there are no outstanding notices for which shares of common stock need to be issued. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent. As consideration for Yorkville’s commitment to purchase the shares of Common Stock pursuant the SEPA (i) a structuring fee in the amount of $25,000 and (ii) a commitment fee equal to 233,644 shares, to be issued within three trading days of the date of the SEPA, and $125,000, to be paid on the three-month anniversary of the date of the SEPA. In May 2024, the Company paid the restructuring fee of $25,000 which is recorded as capital raise expense in the consolidated statement of operations for the three and six months ended June 30, 2024. As of June 30, 2024, there were no shares issued under this agreement. The fair value of $116,845 of the 233,644 shares payable as a commitment fee is recorded as a stock-based compensation expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2024 and the resultant liability is recorded in stock based compensation liability on the condensed consolidated balance sheet as of June 30, 2024. Forgiveness of Legal Fees Upon the consummation of the Business Combination, Spectaire assumed $6,115,563 of legal fees related to PCCT’s Business Combination transaction costs. On June 4, 2024, The Company and the vendor entered into an agreement pursuant to which the vendor will accept as full settlement of the debt $2,740,000 (the “Adjusted Legal Fees”) of which $370,000 is payable in Common Stock representing 1,000,000 shares (the “Stock Settlement’) and $2,370,000 is payable in cash (the “Cash Settlement”). The Vendor agreed to defer the Cash Settlement until the earlier of December 31, 2025 and the date of the consummation of a financing transaction in which the Company raises gross proceeds of at least $30 million (“Cash Settlement Repayment Terms”). Notwithstanding the Cash Settlement Repayment Terms, if the Company consummates a financing transaction prior to the Cash Settlement date, the Company shall repay to the vendor an amount equivalent to (1) the Cash Settlement multiplied by the gross proceeds from the financing transaction divided by $30 million. For the three and six months ended June 30, 2024, $0 was paid under this agreement and the balance of $ 2,740,000 is recorded as accrued legal fees on the condensed consolidated balance sheet. At June 30, 2024, the 1,000,000 shares were not yet issued under this agreement. As the agreement on June 4, 2024, legally released Spectaire to any further obligation above the $2,740,000, the Company reversed $3,375,563 as other income during the three and six months ended June 30, 2024. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 — Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, from the condensed consolidated balance sheet date through the date these condensed consolidated financial statements were available to be issued. On August 5, 2024, the Company received a letter from the NASDAQ Stock Exchange (“NASDAQ”) Hearings Panel that, following the Company’s hearing before the Panel on July 23, 2024, NASDAQ has determined to delist the Company’s common stock and that trading in the Company’s securities will be suspended from NASDAQ at the open of trading on August 7, 2024. Since being delisted, the Company’s common stock and warrants have traded over-the-counter on the OTC Pink Sheets under the trading symbol “SPEC.” |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 4,520,941 | $ (2,504,174) | $ (12,208,090) | $ (4,356,555) | $ 2,016,767 | $ (16,564,645) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements in accordance with US GAAP have been omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by US GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
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 condensed 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 condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed 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 June 30, 2024, the cash balance does not exceed the FDIC limit. 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 condensed 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 June 30, 2024 and December 31, 2023, 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. These securities are presented on the condensed consolidated balance sheet at fair value at the end of the reporting period. Earnings on these securities are included in interest income on marketable securities in the condensed consolidated statement of operations and are automatically reinvested. The fair value of these securities is determined using quoted market prices in active markets for identical assets. As at June 30, 2024 and December 31, 2024, there were no marketable securities. |
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 June 30, 2024 and December 31, 2023. June 30, December 31, 2024 2023 Finished goods $ 661,093 $ 291,492 Work in progress 59,806 173,448 Total 720,899 464,940 Lower of cost and market adjustment (557,093 ) (221,492 ) Balance, end of period $ 163,806 $ 243,448 |
Property and Equipment | Property and Equipment Property and equipment are 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. The following table shows the estimated useful life of assets at June 30, 2024 and December 31, 2023 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 are unobservable for the asset or liability. 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 condensed consolidated balance sheets 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 three and six months ended June 30, 2024 and 2023, no transfers between levels have been recognized. |
Warrants | 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 condensed 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 condensed 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 condensed 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 condensed 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 Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). |
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 condensed consolidated statements of operations. Operating leases are included in the ROU assets and lease liabilities on the condensed 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, fulfils 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 (“ASC 718”), 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
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 condensed 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 | 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 three and six months ended June 30, 2024, 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. For the three and six months ended June 30, 2023, all potentially dilutive securities were not The following table presents a reconciliation of weighted average shares used in the calculations of the basic and diluted net income per share: Three Months Six Months Basic weighted average shares outstanding 18,129,623 16,842,914 Effect of dilution: Arosa warrants 951,844 951,844 Restricted stock 1,570,200 1,570,200 Restricted stock units 1,088,726 1,088,726 Convertible notes 522,852 541,917 Diluted weighted average shares outstanding 22,263,245 20,995,601 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 and interim periods within fiscal years beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s condensed 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 condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Inventory | The following table shows the components of inventory at June 30, 2024 and December 31, 2023. June 30, December 31, 2024 2023 Finished goods $ 661,093 $ 291,492 Work in progress 59,806 173,448 Total 720,899 464,940 Lower of cost and market adjustment (557,093 ) (221,492 ) Balance, end of period $ 163,806 $ 243,448 |
Schedule of Estimated Useful Life | The following table shows the estimated useful life of assets at June 30, 2024 and December 31, 2023 Assets Estimated Useful Life Lab equipment 3 years |
Schedule of Basic and Diluted Net Income Per Share | The following table presents a reconciliation of weighted average shares used in the calculations of the basic and diluted net income per share: Three Months Six Months Basic weighted average shares outstanding 18,129,623 16,842,914 Effect of dilution: Arosa warrants 951,844 951,844 Restricted stock 1,570,200 1,570,200 Restricted stock units 1,088,726 1,088,726 Convertible notes 522,852 541,917 Diluted weighted average shares outstanding 22,263,245 20,995,601 |
Recapitalization (Tables)
Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 | 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table summarizes the components of property and equipment, net: June 30, December 31, 2024 2023 Lab equipment $ 113,734 $ 102,218 Total cost 113,734 102,218 Less: Accumulated depreciation (52,514 ) (35,025 ) Property and equipment, net $ 61,220 $ 67,193 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Consolidated Balance Sheet | The following amounts were recorded in the Company’s condensed consolidated balance sheet relating to its operating leases and other supplemental information as of June 30, 2024 and December 31, 2023: June 30, December 31, ROU Assets $ 166,182 $ 205,053 Lease Liabilities: Current lease liabilities $ 81,802 $ 75,808 Non current lease liabilities 95,488 136,899 Total lease liabilities $ 177,290 $ 212,707 |
Schedule of Other Supplemental Information | Other supplemental information: June 30, Weighted average remaining lease term (years) $ 2.00 Weighted average discount rate 5.00 % |
Schedule of Company’s Operating Lease Liabilities Recorded on the Condensed Consolidated Balance Sheet | The following table presents the future lease payments relating to the Company’s operating lease liabilities recorded on the condensed consolidated balance sheet as of June 30, 2024: Fiscal Year June 30, Remainder of 2024 $ 44,220 2025 92,862 2026 49,056 Total undiscounted lease payments 186,138 Less: imputed interest (8,848 ) Total lease liabilities $ 177,290 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Accrued Expenses [Abstract] | |
Schedule of Other Accrued Expenses | The following table summarizes other accrued expenses: June 30, December 31, 2024 2023 Accrued professional services $ 92,977 $ 507,977 Insurance premium financing 75,681 507,348 Accrued payroll and bonus (1) 527,000 750,414 Capital raise fees 131,000 — Other accrued expenses 109,522 102,083 $ 936,180 $ 1,867,822 (1) Includes $157,000 and $267,000 of accrued professional services due to an entity jointly owned by the Chief Executive Officer and Chief Information Officer of Spectaire at June 30, 2024 and December 31, 2023, respectively (Note 8). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
Schedule of Liabilities Subject to Fair Value Measurements | Liabilities subject to fair value measurements at June 30, 2024 are as follows: As of June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Forward purchase agreements $ - $ - $ 201,250 $ 201,250 Earnout liabilities - - 330,000 330,000 Share based compensation liabilities 769,588 - - 769,588 Total liabilities $ 769,588 $ - $ 531,250 $ 1,300,838 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 Key Assumptions used in Valuing the Earn-Out Shares | Below are the key assumptions used in valuing the earnout shares: As of As of Stock Price $ 0.50 $ 1.65 Volatility 75 % 60 % Risk free rate of return 4.40 % 3.62 % Expected term (in years) 4.30 4.8 |
Schedule of Changes in Fair Value of Earnout Liabilities | As of As of Liability at beginning of the period $ 1,964,000 $ — Assumed in the Business Combination — 49,894,000 Change in fair value (1,634,000 ) (47,930,000 ) Balance at end of the period $ 330,000 $ 1,964,000 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||
Oct. 19, 2028 | Oct. 19, 2023 | Oct. 13, 2023 | Oct. 11, 2023 | Oct. 04, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | May 17, 2024 | Dec. 31, 2023 | |
Organization and Business Operations [Line Items] | |||||||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued (in Shares) | 18,547,201 | 18,547,201 | 15,344,864 | ||||||||||
Capital contribution (in Dollars) | $ 650,000 | ||||||||||||
Newly issued shares, aggregate purchase price (in Dollars) | $ 1,730,089 | $ 682,178 | |||||||||||
Common stock outstanding percentage | 10.30% | 10% | 19.99% | ||||||||||
Purchase of additional warrant (in Shares) | 500,000 | ||||||||||||
Number of trading days | 20 days | 30 days | |||||||||||
Number of trading day commencing period | 30 days | ||||||||||||
Perception Capital Corp II (''PCCT'') [Member] | |||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||
Common stock, shares issued (in Shares) | 0.1 | 0.1 | |||||||||||
Subscription Agreement [Member] | |||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||
Common stock, shares issued (in Shares) | 0.9 | ||||||||||||
Capital contribution (in Dollars) | $ 650,000 | ||||||||||||
PIPE Subscription Agreement [Member] | |||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||
Newly issued shares, aggregate purchase price (in Dollars) | $ 500,000 | $ 3,500,000 | $ 3,000,000 | ||||||||||
Purchase of shares (in Shares) | 50,000 | ||||||||||||
Price per share | $ 10 | $ 10 | $ 10 | ||||||||||
Common stock outstanding percentage | 10.30% | 10% | |||||||||||
Purchase of additional warrant (in Shares) | 2,194,453 | ||||||||||||
Arosa Loan Agreement [Member] | |||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||
Exercise price | $ 0.01 | ||||||||||||
Class A Common Stock [Member] | |||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||
Ordinary shares, par value | 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares issued (in Shares) | 0.9 | ||||||||||||
Number of trading days | 20 days | ||||||||||||
Class B Common Stock [Member] | |||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Common Stock [Member] | |||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||
Newly issued shares, aggregate purchase price (in Dollars) | $ 239 | $ 68 | $ 3 | $ 14 | |||||||||
Price of common stock | $ 12 | ||||||||||||
Number of trading days | 20 days | ||||||||||||
Common Stock [Member] | Subscription Agreement [Member] | |||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||
Common stock, shares issued (in Shares) | 585,000 | 585,000 | |||||||||||
Forecast [Member] | |||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||
Warrant exercise price per share | $ 0.01 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Liquidity and Going Concern [Abstract] | |||||
Operating loss | $ (2,101,746) | $ (2,943,940) | $ (4,106,478) | $ (7,262,841) | |
Cash flows from operations | (5,746,143) | $ (3,972,989) | |||
Unrestricted cash | 94,000 | 94,000 | |||
Net working capital deficit | 21,700,000 | ||||
Accumulated deficit | $ (25,176,777) | $ (25,176,777) | $ (27,193,544) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended | |
Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Summary of Significant Accounting Policies [Abstract] | ||
Cash and cash equivalents FDIC limit | $ 90,000 | |
Cash equivalents | ||
Inventory reserve | ||
Number of operating segment | 1 | |
Deferred revenue | $ 500,000 | $ 500,000 |
Potential dilutive common stock equivalents |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Inventory - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Inventory [Abstract] | ||
Finished goods | $ 661,093 | $ 291,492 |
Work in progress | 59,806 | 173,448 |
Total | 720,899 | 464,940 |
Lower of cost and market adjustment | (557,093) | (221,492) |
Balance, end of period | $ 163,806 | $ 243,448 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Life | Jun. 30, 2024 |
Assets | |
Lab equipment | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share [Line Items] | ||||
Basic weighted average shares outstanding | 18,129,623 | 6,581,284 | 16,842,914 | 6,460,348 |
Diluted net income (loss) per share of common stock | 22,263,245 | 6,581,284 | 20,995,601 | 6,460,348 |
Arosa Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share [Line Items] | ||||
Effect of dilution | 951,844 | 951,844 | ||
Restricted Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share [Line Items] | ||||
Effect of dilution | 1,570,200 | 1,570,200 | ||
Restricted Stock Units [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share [Line Items] | ||||
Effect of dilution | 1,088,726 | 1,088,726 | ||
Convertible Notes [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share [Line Items] | ||||
Effect of dilution | 522,852 | 541,917 |
Recapitalization (Details)
Recapitalization (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) shares | |
Recapitalization [Line Items] | |
Gross proceeds | $ 30,000,000 |
Other fees | $ 12,600,000 |
Shares redemption | shares | 952,924 |
Business Combination [Member] | |
Recapitalization [Line Items] | |
Gross proceeds | $ 12,600,000 |
Public Warrants [Member] | |
Recapitalization [Line Items] | |
Warrants issued | shares | 11,500,000 |
Warrants [Member] | |
Recapitalization [Line Items] | |
Warrants issued | shares | 10,050,000 |
Class A Common Stock [Member] | |
Recapitalization [Line Items] | |
Aggregate payment | $ 10,664,281 |
Recapitalization (Details) - Sc
Recapitalization (Details) - Schedule of Changes in Stockholders’ Deficit | Dec. 31, 2023 USD ($) |
Schedule of Changes in Stockholders’ Deficit [Abstract] | |
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) |
Recapitalization (Details) - _2
Recapitalization (Details) - Schedule of Changes in Stockholders’ Deficit (Parentheticals) | Dec. 31, 2023 USD ($) |
Schedule of Changes in Stockholders’ Deficit [Abstract] | |
Accrued legal costs | $ 6,211,891 |
Recapitalization (Details) - _3
Recapitalization (Details) - Schedule of Common Stock Issued | Jun. 30, 2024 shares |
Recapitalization (Details) - Schedule of Common Stock Issued [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] | |
Recapitalization (Details) - Schedule of Common Stock Issued [Line Items] | |
PCCT common stock, outstanding prior to the Business Combination | 2,080,915 |
Class B Common Stock [Member] | |
Recapitalization (Details) - Schedule of Common Stock Issued [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 - Class A Common Stock [Member] | 6 Months Ended |
Jun. 30, 2024 shares | |
Spectaire [Line Items] | |
Spectaire Shares | 19,495,432 |
Spectaire Shares after conversion ratio | 8,466,873 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property and Equipment [Abstract] | ||||
Depreciation expense | $ 8,969 | $ 3,734 | $ 17,489 | $ 6,731 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment, Net - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 113,734 | $ 102,218 |
Less: Accumulated depreciation | (52,514) | (35,025) |
Property and equipment, net | 61,220 | 67,193 |
Lab equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 113,734 | $ 102,218 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Operating lease cost | $ 22,924 | $ 20,530 | $ 50,948 | $ 38,950 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Consolidated Balance Sheet - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Consolidated Balance Sheet to Operating Leases[Abstract] | ||
ROU Assets | $ 166,182 | $ 205,053 |
Lease Liabilities: | ||
Current lease liabilities | 81,802 | 75,808 |
Non current lease liabilities | 95,488 | 136,899 |
Total lease liabilities | $ 177,290 | $ 212,707 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Supplemental Information | Jun. 30, 2024 |
Schedule of Other Supplemental Information [Abstract] | |
Weighted average remaining lease term (years) | 2 years |
Weighted average discount rate | 5% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Company’s Operating Lease Liabilities Recorded on the Condensed Consolidated Balance Sheet - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Operating Lease Liabilities [Abstract] | ||
Remainder of 2024 | $ 44,220 | |
2025 | 92,862 | |
2026 | 49,056 | |
Total undiscounted lease payments | 186,138 | |
Less: imputed interest | (8,848) | |
Total lease liabilities | $ 177,290 | $ 212,707 |
Other Accrued Expenses (Details
Other Accrued Expenses (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Chief Executive Officer [Member] | ||
Other Accrued Expenses [Line Items] | ||
Accrued professional services | $ 157,000 | $ 267,000 |
Chief Information Officer [Member] | ||
Other Accrued Expenses [Line Items] | ||
Accrued professional services | $ 157,000 | $ 267,000 |
Other Accrued Expenses (Detai_2
Other Accrued Expenses (Details) - Schedule of Other Accrued Expenses - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of Other Accrued Expenses [Abstract] | |||
Accrued professional services | $ 92,977 | $ 507,977 | |
Insurance premium financing | 75,681 | 507,348 | |
Accrued payroll and bonus | [1] | 527,000 | 750,414 |
Capital raise fees | 131,000 | ||
Other accrued expenses | 109,522 | 102,083 | |
Total other accrued expenses | $ 936,180 | $ 1,867,822 | |
[1] Includes $157,000 and $267,000 of accrued professional services due to an entity jointly owned by the Chief Executive Officer and Chief Information Officer of Spectaire at June 30, 2024 and December 31, 2023, respectively (Note 8). |
Related Parties Transactions (D
Related Parties Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 14, 2024 | Dec. 22, 2023 | Oct. 19, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||||||
Staffing services | $ 301,766 | $ 460,284 | $ 505,182 | $ 847,065 | ||||||
Payment due on staffing service | 0 | 0 | $ 188,000 | |||||||
Payment of incentive | 450,000 | |||||||||
Other accrued expenses | 157,000 | 157,000 | 267,000 | |||||||
Share price (in Dollars per share) | $ 10 | |||||||||
Aggregate purchase price | $ 500,000 | |||||||||
Consideration of granted payment | $ 1,500,000 | |||||||||
Joint Venture Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Deferred revenue | 500,000 | 500,000 | ||||||||
AirCore technology [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Remaining payment upon third party | 1,000,000 | |||||||||
Staffing Services Contract [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Staffing services | 60,000 | 60,000 | ||||||||
Payment due on staffing service | $ 0 | $ 0 | ||||||||
Chief Financial Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating costs | $ 20,600 | |||||||||
Class A Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares purchased (in Shares) | 50,000 | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares of Common Stock (in Shares) | 1,500,000 | 2,389,736 | 677,702 | 25,736 | 139,291 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 01, 2024 | Oct. 19, 2023 | Oct. 13, 2023 | May 02, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Apr. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Apr. 05, 2024 | |
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 | ||||||||||
Counsel fees | $ 0 | $ 119,576 | |||||||||
Accounts payable and accrued expenses | $ 0 | $ 0 | $ 0 | 44,576 | |||||||
Common stock outstanding percentage | 10.30% | 10% | 19.99% | ||||||||
Additional warrant percentage | 10.30% | ||||||||||
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 | |||||||||
Additional advance | $ 650,000 | ||||||||||
Original loan | 6,500,000 | ||||||||||
Outstanding principal amount | $ 7,150,000 | ||||||||||
Maturity date | Jun. 01, 2024 | ||||||||||
Additional interest payable | $ 250,000 | 1,745,904 | 1,745,904 | $ 1,745,904 | 1,014,360 | ||||||
Amortized debt issuance cost | 469,231 | 500,000 | |||||||||
Net equity percentage | 50% | ||||||||||
Loan payable | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | $ 5,200,000 | |||||||
Warrant [Member] | |||||||||||
Loan Payable [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Warrants to purchase (in Shares) | 2,200,543 | ||||||||||
Arosa Loan [Member] | |||||||||||
Loan Payable [Line Items] | |||||||||||
Loan agreement interest rate | 20% | 20% | 20% | ||||||||
Other expenses | $ 200,000 | ||||||||||
Maturity date | Mar. 27, 2024 | Mar. 27, 2024 | Mar. 27, 2024 | ||||||||
Additional interest payable | $ 500,000 | ||||||||||
Amortized debt issuance cost | $ 500,000 | ||||||||||
Arosa Loan Agreement [Member] | |||||||||||
Loan Payable [Line Items] | |||||||||||
Additional paid-in capital | $ 9,300,000 | ||||||||||
Additional warrant to purchase shares of common stock (in Shares) | 2,194,453 | ||||||||||
Second Amendment Arosa Loan [Member] | |||||||||||
Loan Payable [Line Items] | |||||||||||
Amortized debt issuance cost | $ 250,000 | ||||||||||
Spectaire Common Stock [Member] | |||||||||||
Loan Payable [Line Items] | |||||||||||
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 |
Note Payable (Details)
Note Payable (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 04, 2023 | |
Note Payable [Line Items] | ||||
Working capital expenses (in Dollars) | $ 650,000 | |||
Common stock shares issued | 18,547,201 | 15,344,864 | ||
Investor’s capital contribution | 585,000 | |||
Investor share | 0.1 | |||
Common stock value outstanding (in Dollars) | $ 1 | |||
Notes payable (in Dollars) | $ 429,370 | $ 429,370 | ||
Investor [Member] | ||||
Note Payable [Line Items] | ||||
Transferred share | 257,622 | |||
Subscription Agreement [Member] | ||||
Note Payable [Line Items] | ||||
Transferred share | 85,874 | 429,370 | ||
Class A Common Stock [Member] | ||||
Note Payable [Line Items] | ||||
Common stock shares issued | 0.9 |
Convertible Notes Payable _ R_2
Convertible Notes Payable – Related Party (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||||||
Apr. 23, 2024 | Nov. 17, 2023 | Oct. 19, 2023 | Apr. 10, 2023 | Oct. 31, 2022 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 13, 2023 | Aug. 31, 2023 | Feb. 28, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | |
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Investors capital | $ 17,900,000 | $ 17,900,000 | |||||||||||||||
Gross proceeds | $ 2,500,000 | ||||||||||||||||
Working capital loans outstanding | $ 7,150,000 | ||||||||||||||||
Newly issued shares | $ 1,730,089 | $ 682,178 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Interest rate | 5% | 6% | |||||||||||||||
Converted shares of common stock (in Shares) | 1,460,638 | ||||||||||||||||
Conversion price (in Dollars per share) | $ 1 | ||||||||||||||||
Working Capital Loans [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Working capital loans outstanding | $ 536,701 | $ 536,701 | $ 536,701 | ||||||||||||||
Extension Loan [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 1,200,000 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
VWAP Price (in Dollars per share) | $ 1 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
VWAP Price (in Dollars per share) | $ 1 | ||||||||||||||||
PCCT [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Convertible notes | 574,815 | 574,815 | 574,815 | ||||||||||||||
PCCT [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 720,000 | ||||||||||||||||
Related Party [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Convertible notes | 1,111,516 | 1,111,516 | 1,411,516 | ||||||||||||||
Common Stock Agreement [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Newly issued shares | $ 20,000,000 | ||||||||||||||||
Commitment fee | $ 300,000 | ||||||||||||||||
Convertible Note Three [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Convertible notes | $ 437,499 | $ 437,499 | $ 437,499 | ||||||||||||||
Eight Convertible Notes [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Convertible notes | $ 1,919,980 | $ 1,919,980 | $ 1,919,980 | $ 1,919,980 | |||||||||||||
Convertible Notes [Member] | Related Party [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Convertible notes | $ 0 | $ 0 | $ 300,000 | ||||||||||||||
Class A Common Stock [Member] | Warrant [Member] | |||||||||||||||||
Convertible Notes - Related Party [Line Items] | |||||||||||||||||
Conversion price per warrant (in Dollars per share) | $ 1 | ||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 11.5 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - Promissory Notes [Member] | Feb. 29, 2024 USD ($) |
Convertible Notes Payable [Line Items] | |
Aggregate principal amount | $ 125,000 |
Issue discounts | $ 25,000 |
Maturity term | 1 year |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 6 Months Ended | ||||||
Oct. 19, 2023 | Jun. 30, 2024 | May 17, 2024 | Apr. 23, 2024 | Mar. 18, 2024 | Dec. 31, 2023 | Oct. 04, 2023 | |
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 | 18,547,201 | 15,344,864 | |||||
Common stock, shares outstanding | 18,547,201 | 15,344,864 | |||||
Voting rights | one | ||||||
Warrants outstanding | 500,000 | ||||||
Commencing days after the business combination | 30 days | ||||||
Warrant redemption period | 30 days | ||||||
Number of trading days | 20 days | 30 days | |||||
Public Warrants [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Warrants price (in Dollars per share) | $ 11.5 | ||||||
Warrants outstanding | 11,500,000 | 11,500,000 | |||||
Private Placement Warrants [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Warrants outstanding | 10,050,000 | 10,050,000 | |||||
Warrant [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Warrants price (in Dollars per share) | $ 0.01 | ||||||
Number of warrants issued | 1,538,461 | ||||||
Class A Common Stock [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||
Common stock, shares issued | 0.9 | ||||||
Number of trading days | 20 days | ||||||
Class A Common Stock [Member] | Warrant [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Warrants price (in Dollars per share) | $ 11.5 | ||||||
Redemption of warrant price per share (in Dollars per share) | $ 18 | ||||||
IPO [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Number of share purchased | 1 | ||||||
IPO [Member] | Warrant [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Number of warrants issued | 21,550,000 | ||||||
Private Placement [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Number of share purchased | 1 | ||||||
PCCT [Member] | |||||||
Stockholders’ Deficit [Line Items] | |||||||
Warrants price (in Dollars per share) | $ 11.5 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Oct. 31, 2023 | Mar. 01, 2023 | Oct. 31, 2022 | May 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2024 | Dec. 31, 2023 | |
Share-based Compensation [Line Items] | ||||||||||
Remaining vest period | 3 years | |||||||||
Total compensation | $ 21,720,000 | |||||||||
Cash paid | $ 7,240 | |||||||||
Fair value (in Dollars per share) | $ 3.84 | |||||||||
Founder units | $ 1,500,000 | |||||||||
Discount rate | 15% | |||||||||
Restricted Stock Awards [Member] | ||||||||||
Share-based Compensation [Line Items] | ||||||||||
Granted shares (in Shares) | 3,140,384 | |||||||||
Vesting period | 1 year | |||||||||
Total compensation | $ 21,712,760 | |||||||||
Recognized compensation expense | $ 1,357,048 | $ 1,357,048 | $ 2,714,095 | $ 2,714,095 | ||||||
Fair value (in Dollars per share) | $ 0.5 | $ 0.5 | $ 1.65 | |||||||
Compensation expense recognized | $ 98,154 | $ 238,079 | ||||||||
Decrease in compensation liability | 1,342,429 | 2,743,480 | ||||||||
Compensation expense | 294,468 | 294,468 | ||||||||
Unrecognized compensation expense | 6,785,238 | $ 6,785,238 | ||||||||
Weighted average remaining | 1 year 3 months | |||||||||
General and Administrative Expense [Member] | ||||||||||
Share-based Compensation [Line Items] | ||||||||||
Recognized compensation expense | $ 1,913,637 | |||||||||
2022 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation [Line Items] | ||||||||||
Recognized compensation expense | $ 90,201 | $ 396,282 | ||||||||
Fair value (in Dollars per share) | $ 0.5 | $ 0.5 | $ 1.65 | |||||||
Compensation expense | $ 291,396 | $ 291,396 | $ 538,760 | |||||||
Restricted stock units (in Shares) | 1,088,726 | |||||||||
Remaining units shares (in Shares) | 66,268 | |||||||||
2022 Equity Incentive Plan [Member] | General and Administrative Expense [Member] | ||||||||||
Share-based Compensation [Line Items] | ||||||||||
Recognized compensation expense | $ 79,116 | $ 148,919 | ||||||||
Forecast [Member] | Restricted Stock Awards [Member] | ||||||||||
Share-based Compensation [Line Items] | ||||||||||
Compensation expense | $ 323,854 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 17, 2024 USD ($) | Oct. 19, 2023 $ / shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Measurements [Line Items] | ||||||
Fair value of business combination (in Dollars) | $ | $ 25,000,000 | |||||
Proceeds from forward purchase agreement (in Dollars) | $ | $ 0 | $ 679,660 | $ 346,323 | |||
Net gain of change in fair value of forward purchase agreements (in Dollars) | $ | $ 0 | $ 515,750 | ||||
Number of tranches | 3 | |||||
Number of trading days | 20 days | 30 days | ||||
Consecutive days | 30 days | |||||
Trading period | 5 years | |||||
Acquiror per share value | $ 10 | |||||
Acquiror shares issued (in Shares) | shares | 2,500,000 | |||||
Minimum [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Acquiror per share value | $ 20 | $ 20 | ||||
Maximum [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Acquiror per share value | 25 | $ 25 | ||||
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 shares issued (in Shares) | shares | 5,000,000 | |||||
Acquiror [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Acquiror per share value | 25 | $ 25 | ||||
Business Combination [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Fair value of business combination (in Dollars) | $ | $ 965,000 | |||||
Shares remain outstanding under forward purchase agreement (in Shares) | shares | 161,000 | |||||
Tranches One [Member] | Common Stock [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Volume-weighted price per share | 15 | $ 15 | ||||
Tranches Two [Member] | Common Stock [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Volume-weighted price per share | 20 | 20 | ||||
Tranches Three [Member] | Common Stock [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Volume-weighted price per share | $ 25 | $ 25 | ||||
Class A Ordinary Shares [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Shares purchased (in Shares) | shares | 2,080,915 | 2,080,915 | ||||
Number of trading days | 20 days | |||||
Earnout Shares [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Acquiror per share value | $ 15 | $ 15 | ||||
Acquiror Common Stock [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Acquiror shares issued (in Shares) | shares | 7,500,000 | |||||
Acquiror Common Stock [Member] | Minimum [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Acquiror per share value | 15 | $ 15 | ||||
Acquiror Common Stock [Member] | Maximum [Member] | ||||||
Fair Value Measurements [Line Items] | ||||||
Acquiror per share value | $ 20 | $ 20 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Liabilities Subject to Fair Value Measurements - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Liabilities | ||
Forward purchase agreements | $ 201,250 | $ 717,000 |
Earnout liabilities | 330,000 | 1,964,000 |
Share based compensation liabilities | 769,588 | 862,614 |
Total liabilities | 1,300,838 | 3,543,614 |
Level 1 [Member] | ||
Liabilities | ||
Forward purchase agreements | ||
Earnout liabilities | ||
Share based compensation liabilities | 769,588 | 862,614 |
Total liabilities | 769,588 | 862,614 |
Level 2 [Member] | ||
Liabilities | ||
Forward purchase agreements | ||
Earnout liabilities | ||
Share based compensation liabilities | ||
Total liabilities | ||
Level 3 [Member] | ||
Liabilities | ||
Forward purchase agreements | 201,250 | 717,000 |
Earnout liabilities | 330,000 | 1,964,000 |
Share based compensation liabilities | ||
Total liabilities | $ 531,250 | $ 2,681,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Key Assumptions used in Valuing the Earn-Out Shares | Jun. 30, 2024 | Dec. 31, 2023 |
Stock Price [Member] | ||
Schedule of Key Assumptions used in Valuing the Earn-Out Shares [Line Items] | ||
Earn-out shares key assumptions | 0.5 | 1.65 |
Volatility [Member] | ||
Schedule of Key Assumptions used in Valuing the Earn-Out Shares [Line Items] | ||
Earn-out shares key assumptions | 75 | 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 | 4.4 | 3.62 |
Expected term (in years) [Member] | ||
Schedule of Key Assumptions used in Valuing the Earn-Out Shares [Line Items] | ||
Earn-out shares key assumptions | 4.3 | 4.8 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Changes in Fair Value of Earnout Liabilities - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of Changes in Fair Value of Earnout Liabilities [Abstract] | ||
Liability at beginning of the period | $ 1,964,000 | |
Assumed in the Business Combination | 49,894,000 | |
Change in fair value | (1,634,000) | (47,930,000) |
Balance at end of the period | $ 330,000 | $ 1,964,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Jun. 13, 2024 USD ($) $ / shares shares | Jun. 04, 2024 USD ($) shares | May 31, 2024 USD ($) | May 17, 2024 USD ($) shares | Mar. 18, 2024 USD ($) $ / shares shares | Dec. 14, 2023 USD ($) | Nov. 17, 2023 USD ($) | Oct. 19, 2023 $ / shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Apr. 30, 2023 shares | Jan. 31, 2023 shares | |
Commitments and Contingencies [Line Items] | |||||||||||||||||
Provision of funding threshold | $ 4,000,000 | ||||||||||||||||
Common stock ownership percentage | 2.50% | ||||||||||||||||
Shares issued (in Shares) | shares | 58,500 | ||||||||||||||||
Deferred underwriting fees | $ 5,635,000 | $ 5,635,000 | |||||||||||||||
Warrants issued (in Shares) | shares | 1,000,000 | ||||||||||||||||
Transaction least | $ 1,500,000 | ||||||||||||||||
Financing transaction least | $ 15,000,000 | ||||||||||||||||
Other income | $ 4,956 | 16,084 | |||||||||||||||
Inventory | 163,806 | 163,806 | $ 243,448 | ||||||||||||||
Gross proceeds | $ 2,000,000 | ||||||||||||||||
Investor deposit | 2,000,000 | $ 2,000,000 | |||||||||||||||
Newly purchase shares of common stock | $ 25,000,000 | ||||||||||||||||
Warrants and rights outstanding (in Shares) | shares | 500,000 | ||||||||||||||||
Purchased price equal percentage | 97% | ||||||||||||||||
Common stock outstanding percentage | 10.30% | 10% | 19.99% | ||||||||||||||
Structuring fee | $ 25,000 | ||||||||||||||||
Restructuring fee | $ 25,000 | ||||||||||||||||
Commitment fee | 116,845 | 233,644 | |||||||||||||||
Full settlement debt | $ 2,740,000 | ||||||||||||||||
Legal settlement | $ 370,000 | ||||||||||||||||
Payable common stock (in Shares) | shares | 1,000,000 | ||||||||||||||||
Payable in cash | $ 2,370,000 | ||||||||||||||||
Gross proceeds | 30,000,000 | ||||||||||||||||
Gross proceeds financing | 30,000,000 | ||||||||||||||||
Accrued legal fees | $ 0 | $ 2,740,000 | |||||||||||||||
Excess stock shares issued (in Shares) | shares | 1,000,000 | 1,000,000 | |||||||||||||||
MIT [Member] | |||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||
Shares issued (in Shares) | shares | 316,614 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 11.5 | $ 1.3 | |||||||||||||||
Purchase of warrants (in Shares) | shares | 1,538,461 | ||||||||||||||||
Common Stock Purchase Agreement [Member] | |||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||
Newly issued shares of common stock | $ 20,000,000 | ||||||||||||||||
Number of sold shares (in Shares) | shares | 2,389,736 | 3,067,438 | |||||||||||||||
Purchase price | $ 1,730,089 | $ 2,562,198 | |||||||||||||||
Deferred Underwriting Fees [Member] | |||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||
Current liability | 1,535,000 | 1,535,000 | $ 5,635,000 | ||||||||||||||
Agreement obligation released amount | $ 1,535,000 | ||||||||||||||||
Other income | $ 4,099,500 | ||||||||||||||||
AireCore™ Mass Spectrometer Program [Member] | |||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||
Estimated costs | $ 122,743 | $ 276,834 | |||||||||||||||
Total number of units | 52 | 35 | |||||||||||||||
Number of units in progress | 31 | 45 | |||||||||||||||
Incurred cost | $ 371,367 | $ 272,198 | |||||||||||||||
Inventory | 289,512 | $ 289,512 | $ 243,448 | ||||||||||||||
Yorkville Standby Equity Purchase Agreement (SEPA) [Member] | |||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||
Common stock outstanding percentage | 4.99% | ||||||||||||||||
Shares to be issued (in Shares) | shares | 233,644 | ||||||||||||||||
Paid amount | 125,000 | $ 125,000 | |||||||||||||||
Forgiveness of Legal Fees [Member] | |||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||
Deferred underwriting fees | 6,115,563 | ||||||||||||||||
Agreement obligation released amount | $ 2,740,000 | ||||||||||||||||
Other income | $ 3,375,563 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 12 | ||||||||||||||||
Issuance of aggregate shares (in Shares) | shares | 1,538,461 |