Spectaire Holdings Inc. anthat it has entered into a Subscription Agreement with the investor named therein, pursuant to which the Company issued an aggregate of 1,538,461 shares of the Company?s common stock, par value $0.0001 per share and 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 $2,000,000 on March 18, 2024. The Warrant is immediately exercisable and may be exercised at any time until 5:00 p.m on March 18, 2027. The Warrant contains standard adjustments to the exercise price including for stock splits, stock dividends or distributions, certain other dividends or distributions and certain reorganizations.

The Private Placement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.