Spectaire Holdings Inc. filed SEC Form 8-K: Events That Accelerate or Increase a Direct Financial Obligation
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* | Effective as of August 7, 2024, registrant was delisted from Nasdaq and its common stock is now quoted on the over-the-counter market under the trading symbol “SPEC” and its public warrants under the trading symbol “SPECW.” |
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Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement.
On March 31, 2023, Spectaire Inc. (“Spectaire”), a wholly-owned subsidiary and operating company of Spectaire Holdings Inc. (the “Company”), entered into a Loan Agreement with Arosa Multi-Strategy Fund LP, as lender (the “Lender”), which was subsequently modified by letter agreements on October 13, 2023 and August 23, 2024 and amended on April 5, 2024 and June 1, 2024 (as amended from time to time, the “Loan Agreement”). The Loan Agreement is secured by a Guarantee and Collateral Agreement (the “Security Agreement”), by and among Spectaire, microMS, Inc., a Delaware corporation, as guarantor, and the Lender, providing that Spectaire’s obligations to the Lender are secured by substantially all of Spectaire’s assets. As disclosed in the Company’s filings with the Securities and Exchange Commission, the extended maturity date under the Loan Agreement was August 30, 2024 and the loan parties did not repay the outstanding principal and interest as of that date.
On October 14, 2024, the loan parties to the Loan Agreement received a notice of event of default and acceleration, as well as a demand for payment, from the Lender as a result of the failure of the loan parties to make repayment under the Loan Agreement by the maturity date. According to such notice, the outstanding obligations to the Lender were approximately $9,140,667 and a per diem rate of interest of approximately $6,348 will be charged by the Lender each day that such amount remains unpaid. Such obligations remain unpaid and outstanding.
As previously disclosed, the Lender subsequently suspended the foreclosure process to allow the Company time to conduct a strategic alternatives process. On January 24, 2025, the Lender provided notice to the Company that it would resume the foreclosure process.
The Lender delivered to the loan parties a notification of the disposition of its collateral, indicating that, pursuant to Section 9-610 of the New York Uniform Commercial Code, it will sell the collateral securing the obligations of the loan parties under the Loan Agreement. The sale of assets is scheduled for Wednesday, February 10, 2025 at 10:00 a.m. According to such notice, details regarding the sale and collateral may be obtained from James Midkiff
([email protected]) or Jennifer Taylor ([email protected]) of O’Melveny & Myers LLP.
SIGNATURES
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.
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Date: | January 30, 2025 | By: | /s/ Brian Semkiw |
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| Name: | Brian Semkiw |
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| Title: | Chief Executive Officer |