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    Perception Capital Corp. II filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

    12/19/23 4:51:44 PM ET
    $PCCT
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    false 0001844149 0001844149 2023-12-15 2023-12-15 0001844149 SPEC:CommonStockParValue0.0001PerShareMember 2023-12-15 2023-12-15 0001844149 SPEC:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2023-12-15 2023-12-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     

     

     

    FORM 8-K

     

     

     

    CURRENT REPORT
    PURSUANT TO SECTION 13 OR 15(D)
    OF THE SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): December 15, 2023

     

    Spectaire Holdings Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40976   98-1578608
    (State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
    of incorporation)     Identification No.)

     

    155 Arlington St.,
    Watertown, MA
      02472
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (508) 213-8991

     

    N/A

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading Symbol(s)

     

    Name of each exchange on which registered

    Common stock, par value $0.0001 per share   SPEC   The Nasdaq Stock Market LLC
    Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50   SPECW   The Nasdaq Stock Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

    Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     

    On December 15, 2023, Spectaire Holdings Inc. (the “Company”) 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 Market Value of Publicly Held Shares (“MVPHS”) was below the $15 million minimum requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”). The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities.

     

    In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company will have 180 calendar days, or until June 12, 2024 (the “Compliance Date”), to regain compliance with the MVPHS Rule. To regain compliance with the MVPHS Rule, the Company’s MVPHS must equal or exceed $15 million for a minimum of 10 consecutive business days at any time prior to the Compliance Date. If the Company regains compliance with the MVPHS, Nasdaq will provide the Company with written confirmation and will close the matter.

     

    In the event that the Company does not regain compliance with the MVPHS 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 MVPHS and will consider its available options to regain compliance with the MVPHS Rule; however, there can be no assurance that the Company will be able to regain compliance with the MVPHS Rule.

     

    The Letter is unrelated to the previously disclosed letter received by the Company from Nasdaq on December 5, 2023 regarding the Company’s noncompliance with the Market Value of Listed Securities requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A).

     

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      Spectaire Holdings Inc.
    Date: December 19, 2023    
      By: /s/ Brian Semkiw
      Name: Brian Semkiw
      Title: Chief Executive Officer

     

     

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