UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 28, 2023, the board of directors (the “Board”) of Spectaire Holdings Inc. (the “Company”) appointed Scott Honour as a member of the Board to fill the vacancy created by the previously announced resignation of Patricia Sapinsley. Mr. Honour will be subject to election as a Class II director at the 2025 Annual Meeting of Stockholders.
Scott Honour has served as a member of our Board since November 28, 2023. Prior to the consummation of the Business Combination, Mr. Honour served as the Chairman of the board of directors of Perception Capital Corp. II. Mr. Honour has over 30 years of private equity investment experience and has been involved in over 100 transactions totaling over $20 billion in transaction value. Mr. Honour is the Managing Partner of NPG, a private equity firm, which he co-founded in 2012. He also serves as Chairman of EVO and served as Chairman of SOAC, the first ESG focused SPAC. Prior to that, Mr. Honour was at The Gores Group, a Los Angeles-based private equity firm, for 10 years, serving as Senior Managing Director and as one of the firm’s top executives. Mr. Honour also served on the investment committee for The Gores Group. During his time at The Gores Group, the firm raised four funds, totaling $4 billion in aggregate, and made over 35 investments. Prior to joining The Gores Group, Mr. Honour was a Managing Director at UBS Investment Bank from 2000 to 2002 and was an investment banker at Donaldson, Lufkin & Jenrette from 1991 to 2000. Mr. Honour began his career at Trammell Crow Company in 1988. Mr. Honour has served on the board of directors of numerous public and private companies, including Anthem Sports & Entertainment Inc., 1st Choice Delivery, United Language Group, Renters Warehouse, Real Dolmen (REM:BB) and Westwood One, Inc. (formerly Nasdaq: WWON), and is a co-founder of Titan CNG LLC and YapStone Inc. Mr. Honour earned a B.S. and B.A., cum laude, in Business Administration and Economics from Pepperdine University and an M.B.A. in Finance and Marketing from the Wharton School of the University of Pennsylvania. We believe that Mr. Honour is qualified to serve on the Board due to, among other things, his extensive leadership and corporate experience.
Mr. Honour will receive compensation consistent with that provided to the Company’s other non-employee directors. There is no arrangement or understanding between Mr. Honour and any other persons pursuant to which he was selected as a director.
There is no family relationship between Mr. Honour, on the one hand, and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company. Additionally, Mr. Honour does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On November 28, 2023, we entered into an indemnity agreement with Mr. Honour pursuant to which, subject to limited exceptions, and among other things, we will indemnify Mr. Honour to the fullest extent permitted by law for claims arising in his capacity as a member of the Board.
The foregoing description of the indemnity agreement is a summary only and is qualified in its entirety by reference to the form of indemnity agreement, a copy of which is filed as Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2023 and is incorporated herein by reference.
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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 4, 2023 | ||
| By: | /s/ Brian Semkiw | |
| Name: | Brian Semkiw | |
| Title: | Chief Executive Officer | |
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