Spectaire Holdings Inc (SPEC) News

SPEC: delisted from the Nasdaq to the OTC:

https://otce.finra.org/otce/dailyList?viewType=Additions

SPEC....................................https://stockcharts.com/h-sc/ui?s=SPEC&p=W&b=5&g=0&id=p86431144783

Almost .70 cents

Finding nice base we move up even more at least that's what I believe good luck to all!

everyone thinks its dumping i believe we move up just a what i think

Never to late!! keep rockin

SPEC: Myself, I never grabbed any!! Was way too LATE for me, Bro!!

like a rocket blast off!!!

TO SOON TO THE CONGRA. WATCH THIS THING FADE AND DUMP.

Item?1.01 Entry into a Material Definitive Agreement.



Letter Agreement



On June 13, 2024, Spectaire Holdings Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), pursuant to which Skadden agreed to adjust and defer payment of certain legal fees incurred by the Company in an amount equal to approximately $6.2 million (the “Owed Skadden Fees”). Pursuant to the Letter Agreement, Skadden agreed to reduce the Owed Skadden Fees to approximately $2.74 million, consisting of (i) $2.37 million that is payable in cash (the “Deferred Skadden Fees”), payment of which Skadden agreed to defer until the earlier of December 31, 2025 and the date of consummation of a qualified financing transaction in which the Company raises gross proceeds of at least $30.0 million (such date, the “Payment Due Date”), and (ii) $0.37 million that is payable in the form of 1,000,000 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) at a per share value of $0.37 per share (the “Skadden Fee Shares”). If the Company consummates a financing transaction in which the Company raises gross proceeds of at least $10.0 million prior to the Payment Due Date, then the Company will prepay a portion of the Deferred Skadden Fees to Skadden in an amount equal to (i) the Deferred Skadden Fees multiplied by (ii) the gross proceeds received in such financing transaction divided by $30.0 million. Pursuant to the Letter Agreement, the Company agreed to use commercially reasonable efforts to consummate a number of financing transactions sufficient to pay the Deferred Skadden Fees in full by December 31, 2025.



Settlement Agreement



On June 13, 2024, the Company entered into a settlement agreement and release (the “Settlement Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which Jefferies agreed to adjust payment of certain deferred underwriting fees incurred by the Company In settlement of the fees owed to Jefferies, the Company agreed to (i) pay Jefferies $1.5 million in cash upon the consummation of any financing transaction in which the Company receives gross proceeds of at least $15.0 million and (ii) issue to Jefferies 1,000,000 warrants, each of which will entitle the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Jefferies Warrants”). The Jefferies Warrants will have substantially similar terms to the private placement warrants issued by the Company in connection with its initial public offering.



Asset Purchase Agreement



On June 14, 2024, the Company and its wholly owned subsidiary, Spectaire Canada Inc. (“Spectaire Canada” and, together with the Company, the “Purchasers”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Corsario Ltd. (“Corsario”) pursuant to which the Purchasers agreed to purchase certain assets of Corsario (the “Assets”) valued at approximately $600,000 in exchange for the issuance by the Company of 1,500,000 shares of Common Stock (the “Purchase Consideration”) to Corsario. The assets to be acquired include software that allows the Company’s primary business to provide auditable emission transactions for its customers with its Airecore product offering.



The closing of the transactions contemplated by the Asset Purchase Agreement (the “Closing”) is subject to the satisfaction or waiver of certain customary conditions by the parties thereto.



The Asset Purchase Agreement contains customary representations, warranties and covenants of the parties thereto. The representations and warranties of the respective parties to the Asset Purchase Agreement will generally survive the Closing for 24 months following the date of the Closing, provided that (i) certain fundamental representations and warranties of the respective parties to the Asset Purchase Agreement will survive until the statute of limitations period applicable to any claims made in respect of such representations and warranties has expired and (ii) claims involving fraud or fraudulent misrepresentation will survive indefinitely.



1




Pursuant to the Asset Purchase Agreement, the Purchasers agreed to indemnify Corsario and its representatives with respect to damages incurred by such persons with respect to any breach or inaccuracy of any representation or warranty of the Purchasers contained in the Asset Purchase Agreement or any ancillary agreement, any failure of the Purchasers to perform their respective obligations under the Asset Purchase Agreement or any ancillary agreement and the assumption by Spectaire Canada of the assumed liabilities under the Asset Purchase Agreement. Conversely, pursuant to the Asset Purchase Agreement, Corsario agreed to indemnify the Purchasers and their representatives with respect to damages incurred by such persons with respect to any breach or inaccuracy of any representation or warranty of Corsario contained in the Asset Purchase Agreement or any ancillary agreement, any failure of Corsario to perform its obligations under the Asset Purchase Agreement or any ancillary agreement, any excluded liability under the Asset Purchase Agreement and any failure of Corsario to transfer legal and beneficial ownership of the Assets to Spectaire Canada free and clear of all liens other than permitted liens. No party has an obligation to make any payment for damages for indemnification or otherwise with respect to a breach of a representation or warranty under the Asset Purchase Agreement, with the exception of certain fundamental representations, until the total of all such damages with respect to such matters exceeds $25,000. Once the total of all such damages with respect to such matters exceeds $25,000, such party will be fully liable for all such damages, both below and above the threshold amount, up to a maximum amount equal to the Purchase Consideration.



Brian Semkiw and Rui Mendes each own 50% of Corsario. Brian Semkiw currently serves as the Company’s Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”). Mr. Mendes currently serves as the Company’s Chief Information Officer.The purchase price was determined through both an internal evaluation and external reviews by third parties and is intended to reflect the cost of developing this technology internally. The transaction was reviewed with and approved by a Board committee comprised solely of independent directors, prior to being approved by the full Board.



The foregoing descriptions of the Letter Agreement, the Settlement Agreement and the Asset Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the copies of the Letter Agreement, the Settlement Agreement and the Asset Purchase Agreement, which will be filed as exhibits to th Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2024.



Item?3.02 Unregistered Sales of Equity Securities.

SPEC: A Godzilla-Class CONGRATS to Orion's own "tw0122"!!! The ONLY one across the entire iHub website who posted ANYTHING about this soaring Post-M MONSTER today!!! And, who obviously SCORED NICELY!!! (Myself, I scored NOTHING, due to many late-day 'chores' & kids to attend to over here in balmy San Diego!! Later this day, I first noticed the SOARING of this SPEC stock spectacle --- no pun intended --- on my Post-M stocks tracker; see & click below.)
https://marketchameleon.com/Reports/AfterHoursTrading
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SPEC:But a monster congrats to YOU!!! (How much ya score, Homeboy!!!)

Late to the SPEC party..lol

SPEC: News.

SPEC: Whoops, it's Ghost Buyers again!!

Whoops, I did it, again
I won’t post new 52 week lows until Saturday

Ghost buyers

unending dilution...guess those new "contracts" were basically worthless and just used to pump for a few hours for the note holders. They are taking anything they can get which tells the whole story...

SPEC new 52 week low

18000 and 8000 shares buy $$$$$$$$$$$$

SPEC new 52 week low

How long will the downward trend continue? when is the bottom? why did it crash from over $2 to 50 cents? questions upon questions and management is doing nothing to support their PPS .....lol




Does management know that his stock was over $250 and is now hovering around 50 cents and the CEO is doing nothing about it.....is not giving any great updates or any information for the future = to encourage his shareholders but this silence of the company and the "acceptance" of the trend to 50 cents = is not normal and all shareholders should call management and say that they also have an obligation to their shareholders ....... AND IS IT NOT ACTUALLY THE DUTY AND THE PURPOSE OF A SHARE = ??TO INCREASE THE PPS AND DRIVE A COMPANY FORWARD AND WHAT DO I SEE HERE? :

https://www.stockscores.com/charts/charts/?ticker=spec

will anything ever happen here or can we "all" sell the stock because SPEC can't get anything done now or in the future

Does management know that his stock was over $250 and is now hovering around 50 cents and the CEO is doing nothing about it.....is not giving any great updates or any information for the future = to encourage his shareholders but this silence of the company and the "acceptance" of the trend to 50 cents = is not normal and all shareholders should call management and say that they also have an obligation to their shareholders ....... AND IS IT NOT ACTUALLY THE DUTY AND THE PURPOSE OF A SHARE = ??TO INCREASE THE PPS AND DRIVE A COMPANY FORWARD AND WHAT DO I SEE HERE? :

https://www.stockscores.com/charts/charts/?ticker=spec

maybe now more add. ? $SPEC is sooooooo OVERSOLD and UNDERVALUED $$$$$$$

Again, the 10K pretty clearly explains what is happening currently. Until the overhang of shares is absorbed SPEC will trade where it is. The positive news at this point has not been able to overcome the shares flowing into the market.

$SPEC with very good news last weeks and 0.55 now ? lol

https://finance.yahoo.com/quote/SPEC

All kinds of stocks are exploding and flying, what's going on with Spec, why isn't it flying, it's mega oversold and that with all this good news in the last week.

hell no i need another pr to get this rolling again. cant believe people who bought over $2 wouldnt buy down here to get it going

Already at 50 cents and I've positioned myself at 40 cents......maybe I can get this Tracks share, which is so heavily oversold and so undervalued with this very good news and with increased sales and profits. and maybe I can get this share back for an incredible 40 cents and that will still be over 30% less than when I sold it at 65 cents yesterday - lol

Already at 50 cents and I've positioned myself at 40 cents......maybe I can get this Tracks share, which is so heavily oversold and so undervalued with this very good news and with increased sales and profits. and maybe I can get this share back for an incredible 40 cents and that will still be over 30% less than when I sold it at 65 cents yesterday - lol

You got that right

u know what happens? u sell at bottom then goes straight up. STOCK SOOO UNDERVALUED ONLY 2 MIL SHARES IN FLOAT

im pissed off with u but i bought more as i know co has a monster much needed product

WHO THE HELL IS SELLING @.61 CENTS ???????????

I`m out / shi_t stock /shi_t spec maneg.

52 week low in

The March 29 10K pretty much lays out what we saw in the SPEC trading yesterday. Massive dilution from private-placement shares being unloaded.
[i]We are engaged in multiple transactions and offerings of our securities. Future resales and/or issuances of shares of common stock, including pursuant to this Annual Report, may cause the market price of our shares to drop significantly.
To the extent we sell shares of common stock under the Common Stock Purchase Agreement, substantial amounts of common stock will be issued and available for resale by Keystone, which would cause dilution and represent a significant portion of our public float and may result in substantial decreases to the price of our common stock. After Keystone has acquired shares under the Common Stock Purchase Agreement, Keystone may resell all, some or none of such common shares at any time or from time to time in its discretion and at different prices.

if they bought it at over $2, you would think they would push it back up. only 2 mil shares in float. dont understand how it went up soooo much and how it is trading down at 66 cents. company is sold out and soooo many companies need what we make to save them alot of money and make our world cleaner

SPEC NEWS is FANTASTIC ! https://finance.yahoo.com/news/spectaire-announces-strategic-distribution-partnership-110000259.html

https://finance.yahoo.com/quote/SPEC/

nice and great facts

Could you imagine that the price was deliberately pushed down because people wanted to collect cheap shares after the very good news, because they know = in the long term / a few months or a year the PPS will be much higher because the share $SPEC has a lot of potential ?

After the exciting but strange day with the very good news, a recovery should set in. Today, the day after or on the 3rd day, there could be a really big recovery and the PPS will go where it belongs, imo

From up 150%+ to closing red....that's NEVER good.

COMPANY SOLD OUT NEED MORE PRODUCTION PLACES $$$$$$$$

some people bought for over $2 today. co has monster product and few monster accts that will bring monster sales. bet in year we be at our high

SPEC now .88 BOUNCE TIME now ? ?

Monsta Dip , should moving up again

Warrants are mysterious
No buyers

27000 SHARE BUY @ 1.42 $$$$$$$

whats strike price on warrants??