Spectaire Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 22, 2024, Spectaire Holdings Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on 4 proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities Exchange Commission relating to the Special Meeting.
Proposal No. 1: Approval of an amendment to the Company’s Certificate of Incorporation, and authorization of the Board, to effect a reverse stock split of the Company’s issued and outstanding Common Stock within a range from 1-for-20 to 1-for-75, with the exact ratio of the reverse stock split to be determined by the Board (the “Reverse Stock Split Proposal”).
The stockholders approved the Reverse Stock Split Proposal by the following votes:
| Votes For | Votes Against | Abstained | ||||||||||
| The Reverse Stock Split Proposal | 13,676,452 | 45,211 | 500 | |||||||||
Proposal No. 2: Approval of the reservation and issuance of up to $25.0 million of securities in connection with a Standby Equity Purchase Agreement (the “SEPA Proposal”).
The stockholders approved the SEPA Proposal by the following votes:
| Votes For | Votes Against | Abstained | ||||||||||
| SEPA Proposal | 13,644,532 | 32,062 | 45,569 | |||||||||
Proposal No. 3: Approval of the related party transaction by and among Corsario Ltd., Spectaire Canada Inc., and Spectaire Holdings Inc. (the “Related Party Transaction Proposal”).
The stockholders approved the Related Party Transaction Proposal by the following votes:
| Votes For | Votes Against | Abstained | ||||||||||
| The Related Party Transaction Proposal | 13,665,023 | 29,951 | 27,189 | |||||||||
Proposal No. 4: Adjournment the Special Meeting, if necessary or appropriate, to solicit additional proxies (the “Adjournment Authorization”).
The stockholders approved the Adjournment Authorization by the following votes:
| Votes For | Votes Against | Abstained | ||||||||||
| Adjournment of the Special Meeting | 13,664,375 | 43,368 | 14,420 | |||||||||
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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: July 26, 2024 | By: | /s/ Brian Semkiw |
| Name: | Brian Semkiw | |
| Title: | Chief Executive Officer | |
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