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    Spectaire Holdings Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits

    8/6/24 9:15:08 AM ET
    $SPEC
    Industrial Machinery/Components
    Industrials
    Get the next $SPEC alert in real time by email
    false 0001844149 0001844149 2024-08-05 2024-08-05 0001844149 SPEC:CommonStockParValue0.0001PerShareMember 2024-08-05 2024-08-05 0001844149 SPEC:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2024-08-05 2024-08-05 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): August 5, 2024

     

    Spectaire Holdings Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40976   98-1578608
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (I.R.S. Employer
    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 August 5, 2024, the Company received a letter from the NASDAQ Stock Exchange (“NASDAQ”) Hearings Panel that, following the Company’s hearing before the Panel on July 23, 2024, NASDAQ has determined to delist the Company’s common stock and that trading in the Company’s securities will be suspended from NASDAQ at the open of trading on August 7, 2024. It is anticipated that the Company’s common stock will be subject to quotation and trading on the over-the-counter market (the “OTC”) as of August 7, 2024 under the Company’s existing trading symbol “SPEC.”

     

    Item 7.01 Regulation FD Disclosure.

     

    A copy of the Company’s press release regarding the launch of its Carbon Credit Trading Platform and the NASDAQ hearing results is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    The information furnished in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

     

    Forward-Looking Statements

     

    This Current Report on Form 8-K contains certain forward-looking statements that are made pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern the Company’s operations, economic performance and financial condition and the anticipated effect of the Delisting and are based largely on the Company’s beliefs and expectations. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the following: the Company’s performance on the OTC; the Company’s ability to be relisted on NASDAQ; and the effect on our stock price and ability to raise equity capital of future sales of shares of Common Stock. Certain of these factors and risks, as well as other risks and uncertainties, are stated in more detail in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

      

    Exhibit No.   Description
    99.1   Press Release
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

    1

     

     

    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.

     

        Spectaire Holdings Inc.
           
    Date:  August 6, 2024 By:  /s/ Brian Semkiw
        Name:  Brian Semkiw
        Title: Chief Executive Officer

     

     

    2

     

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