424B3 1 ea0208580-424b3_spectaire.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-280073

PROSPECTUS

Spectaire Holdings Inc.

10,000,000 Shares of Common Stock

This prospectus relates to the resale of up to 10,000,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), of Spectaire Holdings Inc. (the “Company”), by YA II PN, LTD, (“Yorkville” or the “Selling Stockholder”).

The shares of Common Stock to which this prospectus relates have been or may be issued by us to Yorkville pursuant to a standby equity purchase agreement, dated as of May 17, 2024, by and between the Company and Yorkville (the “SEPA”). Such shares of Common Stock (the “Purchase Shares”) include (i) up to 9,766,356 shares of Common Stock that may be issued to Yorkville pursuant to the SEPA, and (ii) 233,644 shares of Common Stock we issued Yorkville, upon our execution of the SEPA, as partial consideration for its commitment to purchase shares of our Common Stock in one or more purchases that we may, in our sole discretion, direct them to make, from time to time.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the Selling Stockholder. However, we may receive up to $25,000,000 aggregate gross proceeds from sales of Common Stock we may elect to make to Yorkville pursuant to the SEPA prior to or after the date of this prospectus. See “The Standby Equity Facility” for a description of the SEPA and “Selling Stockholder” for additional information regarding Yorkville.

Yorkville may sell or otherwise dispose of the Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how Yorkville may sell or otherwise dispose of the Common Stock pursuant to this prospectus. Yorkville is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectus relates by the Selling Stockholder, including legal and accounting fees. See section titled “Plan of Distribution” beginning on page 85 of this prospectus.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “SPEC” and “SPECW,” respectively. On June 3, 2024, the closing price of our Common Stock was $0.350 and the closing price for our Warrants was $0.0340.

Our business and investment in our securities involves significant risks. These risks are described in the section titled “Risk Factors” beginning on page 9 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 25, 2024.

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
THE OFFERING		8
RISK FACTORS		9
THE STANDBY EQUITY PURCHASE AGREEMENT		30
USE OF PROCEEDS		35
DETERMINATION OF OFFERING PRICE		35
DIVIDEND POLICY		35
MARKET INFORMATION		35
KEY TRANSACTIONS		36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		42
BUSINESS		53
MANAGEMENT		65
EXECUTIVE AND DIRECTOR COMPENSATION		69
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		74
PRINCIPAL STOCKHOLDERS		76
SELLING STOCKHOLDER		77
DESCRIPTION OF SECURITIES OF SPECTAIRE		78
SHARES ELIGIBLE FOR FUTURE SALE		83
PLAN OF DISTRIBUTION		85
LEGAL MATTERS		86
EXPERTS		86
WHERE YOU CAN FIND MORE INFORMATION		86
INDEX TO FINANCIAL STATEMENTS		F-1

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC to register the securities described in this prospectus for resale by the Selling Stockholder who may, from time to time, sell the securities described in this prospectus. We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholder pursuant to this prospectus.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”

Neither we, nor the Selling Stockholder, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholder take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the Selling Stockholder will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

We own or have rights to trademarks, trade names and service marks that we use in connection with the operation of our business. In addition, our name, logos and website name and address are our trademarks or service marks. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable ®, ™ and SM symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

As used in this prospectus, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “Registrant,” “NewCo,” and “Spectaire” refer to the consolidated operations of Spectaire Holdings Inc. and its subsidiaries. References to “PCCT” refer to the Company prior to the consummation of the Business Combination and references to “Legacy Spectaire” refer to Spectaire Inc. prior to the consummation of the Business Combination.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this prospectus, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described under the section in this prospectus titled “Risk Factors.” These forward-looking statements are subject to numerous risks, including, without limitation, the following:

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our ability to maintain the listing of the shares of Common Stock and Warrants on Nasdaq;

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our ability to obtain financing on acceptable terms;

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litigation, complaints, product liability claims and/or adverse publicity;

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privacy and data protection laws, privacy or data breaches, or the loss of data;

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the impact of changes in customer spending patterns, customer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; and

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other risks and uncertainties described in this registration statement, including those under the section entitled “Risk Factors.”

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

You should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

iii

PROSPECTUS SUMMARY

This summary highlights, and is qualified in its entirety by, the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus carefully, especially the “Risk Factors” section beginning on page 9 and our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our Common Stock or Warrants.

Overview

Spectaire is an industrial technology company whose core offering, AireCore^™, allows its customers to measure, manage, and potentially reduce carbon dioxide equivalent (CO₂e) and other greenhouse gas emissions. AireCore^™ is a fully integrated hardware, software, and data platform designed primarily for logistics and supply chain operators that uses mass spectrometry to directly measure and report emissions in real time. Companies currently face a “technology gap” between increasing requirements with respect to reporting and reducing emissions and lack of available technology to accurately measure and manage such emissions, which creates a no-win scenario. Spectaire’s asset-light, reasonably priced solution delivers a win-win-win for Spectaire, for its customers, and for the environment.

The research and development for AireCore^™’s mass spectrometry technology began more than 15 years ago at MIT, led by Spectaire’s Chief Technology Officer, Dr. Brian Hemond, and co-founder, Professor Ian Hunter. AireCore^™ is protected by a robust patent portfolio and a lengthy research and development process. MIT has granted Spectaire an exclusive license for all of the intellectual property owned by MIT that underlies the AireCore^™ and is a minority stockholder in Spectaire.

Companies are coming under increasing pressure from governments, customers, and the public to account for and reduce their emissions. We believe that, prior to our introduction of AireCore^™, there was no practical way to directly measure real-time transportation emissions. Instead of directly measuring their emissions, our potential customers currently estimate their emissions using emissions estimation calculators for transport and logistics that estimate based on fuel consumption, mileage, and vehicle weight. These estimates cannot accommodate the minute-to-minute, mile-to-mile variations that often drive significant differences between these estimates and actual emissions. As a result, these estimates have come under criticism for being inaccurate, simplistic, and - until now - impossible to verify. A pilot study conducted with our anchor customer, Mosolf, found that Mosolf’s emissions estimate calculated using CSN EN 16258, a publicly available and widely used emissions estimation standard, overstated its actual emissions by approximately 60%.

Spectaire’s AireCore^™ patented micro mass spectrometer (MMS) solves this problem. Unlike conventional mass spectrometers, which typically have significant cost, size, power, and environmental requirements, AireCore^™ uses a proprietary miniaturized and ruggedized analyzer, combined with solid state pump technology, to address mobile operation in harsh environments.

AireCore^™is cloud-connected through mobile phone networks, enabling a continuous feed of emissions data. AireCore^™ core software can also be upgraded over-the-air (OTA) smartphone-style, enabling a continuous roll-out of features and improvements.

We believe that AireCore^™ is the world’s first and only device capable of addressing the technology gap between emissions requirements and emissions management technology by delivering real-time, accurate, and verifiable emissions measurements.

Business Combination

On January 16, 2023, PCCT entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), with Perception Spectaire Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of PCCT (the “merger subsidiary”), and Legacy Spectaire, pursuant to which, on October 19, 2023, the merger subsidiary merged with and into Legacy Spectaire, with Legacy Spectaire surviving the merger as a wholly owned subsidiary of New Spectaire (together with the other transaction contemplated by the Merger Agreement, the “Business Combination”).

In connection with the consummation of the Business Combination, the Company changed its name from “Perception Capital Corp. II” to “Spectaire Holdings Inc.”

Information regarding certain of the Company’s material transactions is included in the section titled “Key Transactions.”

Yorkville Standby Equity Facility

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 $25.0 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. In connection with the SEPA, the Company entered into a Registration Rights Agreement with Yorkville (the “Registration Rights Agreement”) pursuant to which it agreed to register for resale the Common Stock issued to Yorkville. 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.

Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of Common Stock issuable under the SEPA declared effective by the Securities and Exchange Commission, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated to direct Yorkville to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Yorkville (“Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed 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 an Advance Notice, and (ii) 500,000 shares of Common Stock.

The shares of Common Stock purchased pursuant to an Advance 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 Advance 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 Advance Notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Yorkville. “VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P.

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 (the “SEPA Floor Price”). 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 Securities Exchange Act of 1934, as amended (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 Company will control the timing and amount of any sales of shares of common stock to Yorkville. Actual sales of shares of common stock to Yorkville as an Advance under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for our business and operations.

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. We have 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 Advance 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. Neither the Company nor Yorkville may assign or transfer respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived other than by an instrument in writing signed by both parties.

As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant the SEPA, the Company paid Yorkville, (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.

The SEPA contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The net proceeds under the SEPA to the Company will depend on the frequency and prices at which the Company sells Common Stock to Yorkville. The Company expects that any proceeds received from such sales to Yorkville will primarily be used for investment in growth, debt repayment, working capital and general corporate purposes.

Notice of Failure to Satisfy a Continued Listing Rule or Standard

On December 5, 2023, Spectaire received a letter (the “MVLS Letter”) from the Listing Qualifications Department of Nasdaq notifying Spectaire that, for the last 30 consecutive business days prior to the date of the MVLS Letter, Spectaire’s Market Value of Listed Securities (“MVLS”) was below the $50 million minimum MVLS requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). The MVLS Letter noted that Spectaire may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Spectaire had 180 calendar days, or until June 3, 2024 (the “First Compliance Date”), to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, Spectaire’s MVLS must equal or exceed $50 million for a minimum of 10 consecutive business days at any time prior to the First Compliance Date.

On December 15, 2023, Spectaire received a letter (the “MVPHS Letter”) from the Listing Qualifications Department of Nasdaq notifying Spectaire that, for the last 30 consecutive business days prior to the date of the Letter, Spectaire’s Market Value of Publicly Held Securities (“MVPHS”) was below the $15 million minimum MVPHS requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”). This letter noted that Spectaire may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), Spectaire had 180 calendar days, or until June 12, 2024 (the “Second Compliance Date”), to regain compliance with the MVPHS Rule. To regain compliance with the MVPHS Rule, Spectaire’s MVPHS must equal or exceed $15 million for a minimum of 10 consecutive business days at any time prior to the Second Compliance Date.

On June 7, 2024, Spectaire received notification from Nasdaq that it had not regained compliance with the MVLS Rule, that it is not eligible for a second 180-day period under the MVLS Rule, and that its securities will be delisted from the Nasdaq Global Market unless the Company requests an appeal of the determination. On June 18, 2024, Spectaire received a subsequent notice that it had not regained compliance with the MVPHS Rule either and that both the MVLS and MVPHS Rule violations are bases for delisting, unless Spectaire successfully appeals such determinations. Spectaire requested a hearing for its appeal, which is scheduled to take place on July 23, 2024. Spectaire is pursuing available options to regain compliance and maintain its listing; however, there can be no assurance that Spectaire will be able to regain compliance with the MVLS and MVPHS Rules and maintain its listing on the Nasdaq Global Market or the Nasdaq Capital Market.

On May 6, 2024, Spectaire received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days prior to the date of the Letter, the Company’s bid price was below the $1.00 per share minimum requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company will have 180 calendar days, or until November 4, 2024 (the “Compliance Date”), to regain compliance with the Bid Price Rule. To regain compliance with the Bid Price Rule, the Company’s bid price must equal or exceed $1.00 per share for a minimum of 10 consecutive business days at any time prior to the Compliance Date.

In the event that the Company does not regain compliance with the Bid Price Rule by the Compliance Date, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Letter notes that the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). The Company is monitoring its bid price and will consider its available options to regain compliance with the Bid Price Rule; however, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule.

If the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by: (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.

Summary Risk Factors

You should consider all the information contained in this prospectus in deciding how to vote for the Proposals presented herein. In particular, you should consider the risk factors described in the section entitled “Risk Factors” beginning on page 9. Such risks include, but are not limited to:

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It is not possible to predict the actual number of shares we will sell under the SEPA to Yorkville, or the actual gross proceeds resulting from those sales.

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Continued listing is a requirement for use of the SEPA and the Company may not be able to continue to be listed on Nasdaq.

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Investors who buy shares at different times will likely pay different prices.

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We are engaged in multiple transactions and offerings of our securities. Future resales and/or issuances of Common Stock, including pursuant to this prospectus may cause the market price of our shares to drop significantly.

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We may use proceeds from sales of shares of our Common Stock made pursuant to the Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return.

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The success of our business is dependent on our ability to keep pace with technological changes and competitive conditions in our industry, and our ability to effectively adapt our services as our customers react to technological changes and competitive conditions in their respective industries. We may not timely and effectively scale and adapt our existing technology, processes and infrastructure to meet the needs of our business.

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The air quality measurement systems market is competitive. We expect to face increasing competition in many aspects of its business, which could cause our operating results to suffer.

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We may be adversely affected by supply chain issues, including shortages of required electronic components and raw materials.

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Fluctuations in the cost and availability of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs.

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We may experience significant delays in the design, production and launch of our air quality measurement solutions, and we may be unable to successfully commercialize products on our planned timelines.

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If demand for our services does not grow as expected, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected.

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Defects in shipped products that give rise to returns or warranty or other claims could result in material expenses, diversion of management time and attention, adversely affected customer relationships and damage to our reputation.

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We may be involved in legal proceedings, including intellectual property, anti-competition and securities litigation, employee-related claims, and regulatory investigations, which could, among other things, divert efforts of management and result in significant expense and loss of our intellectual property rights.

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If we are unable to adequately protect or enforce our intellectual property rights, such information may be used by others to compete against us.

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Certain software we use is from open-source code sources, which, under certain circumstances could materially adversely affect our business, financial condition and operating results.

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If we fail to grow our business as anticipated, our operating results will be adversely affected. If we grow as anticipated but fail to manage our operations and costs accordingly, our business may be harmed and our results of operations may suffer.

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We will continue to implement strategic initiatives designed to grow our business. These initiatives may prove more costly than we currently anticipate and we may not succeed in increasing our revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.

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Developments in alternative technologies may adversely affect the demand for our technology.

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We compete against established market participants that have substantially greater resources than we have and against known and unknown market entrants who may disrupt our target markets.

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We purchase a significant amount of the materials and components we use from a limited number of suppliers and if such suppliers become unavailable or inadequate, our customer relationships, results of operations, and financial condition may be adversely affected.

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Our facilities, and our suppliers’ facilities and customers’ facilities, may be vulnerable to disruption due to natural or other disasters, public health crises, strikes and other events beyond our control.

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If we do not maintain the correct level of inventory or if we do not adequately manage our inventory, we could lose sales or incur higher inventory-related expenses, which could negatively affect our operating results.

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Our operations could suffer if we are unable to attract and retain key management or other key employees.

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Compliance or the failure to comply with current and future environmental, health and safety, product stewardship and producer responsibility laws or regulations could cause us significant expense.

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An inability to successfully manage the procurement, development, implementation or execution of information technology systems, or to adequately maintain these systems and their security, as well as to protect data and other confidential information, may adversely affect our business and reputation.

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If we experience a cybersecurity breach or disruption in its information systems, our business could be adversely affected.

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Our current levels of insurance may not be adequate for our potential liabilities.

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Because our industry is rapidly evolving, forecasts of market growth may not be accurate, and even if these markets achieve the forecasted growth, there can be no assurance that our business will grow at similar rates, or at all.

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Our industry routinely experiences cyclical ma

SEC Form 424B3 filed by Spectaire Holdings Inc.