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): July 822, 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 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment~~Holders. ~~of Certain Officers; Compensatory Arrangements of Certain Officers~~

On ~~July~~ 8July 22, 2024, ~~the~~Spectaire ~~board~~Holdings ofInc. ~~directors~~ (the “~~Board~~Company”) ofheld ~~Spectaire~~a ~~Holdings~~Special ~~Inc.~~Meeting of Stockholders (the “~~Company~~Special Meeting”). At ~~appointed~~the ~~Jim~~Special ~~Lambis as~~Meeting, athe ~~member~~Company’s stockholders voted on 4 proposals set forth below. A more detailed description of each proposal is set forth in the ~~Board.~~Company’s Proxy Statement filed with the Securities Exchange Commission relating to the Special Meeting.

~~Jim Lambis, 60, has served as a member~~Proposal ~~of our Board since July 8, 2024~~No. ~~Mr.~~1: ~~Lambis~~Approval ~~currently~~of ~~serves~~an asamendment to the ~~Vice~~Company’s ~~President~~Certificate of ~~Buildings~~Incorporation, and ~~Systems~~authorization ~~Engineering~~ of ~~UPS~~the ~~International~~Board, ~~where~~ heto ~~has~~effect ~~been~~a ~~employed~~reverse stock ~~for~~split ~~over~~of 30the ~~years.~~Company’s ~~Mr.~~issued ~~Lambis~~and ~~holds~~outstanding aCommon ~~bachelors~~Stock ~~degree~~within ina ~~engineering~~range from ~~McMaster~~1-for-20 ~~University. We believe that Mr. Lambis is qualified~~ to ~~serve~~1-for-75, onwith the ~~Board~~exact ~~due~~ratio of ~~to,~~the ~~among~~reverse ~~other~~stock ~~things,~~split ~~his~~to ~~wealth~~be ofdetermined ~~experience~~by inthe ~~emissions~~Board ~~management,~~(the ~~logistics, strategic~~“Reverse ~~planning~~Stock ~~and~~Split ~~systems engineering~~Proposal”).

~~Mr. Lambis~~The ~~will~~stockholders ~~receive~~approved ~~compensation~~the ~~consistent~~Reverse ~~with~~Stock ~~that~~Split ~~provided~~Proposal toby the ~~Company’s~~following ~~other non-employee directors. There is no arrangement or understanding between Mr. Lambis and any other persons pursuant to which he was selected as a director.~~ votes:

There is no family relationship between Mr. Lambis, 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. Lambis 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.

		Votes For				Votes Against				Abstained
The Reverse Stock Split Proposal			13,676,452				45,211				500

~~We have entered into an indemnity agreement, effective~~Proposal ~~as of July 8, 2024, with Mr~~No. ~~Lambis~~2: Approval ~~pursuant~~of tothe ~~which,~~reservation ~~subject to limited exceptions,~~ and ~~among~~issuance ~~other~~of ~~things,~~up weto ~~will indemnify Mr~~$25.0 ~~Lambis to~~million ~~the~~of ~~fullest~~securities ~~extent permitted by law for claims arising~~ in ~~his~~connection ~~capacity~~with as a ~~member~~Standby ofEquity Purchase Agreement (the ~~Board~~“SEPA Proposal”).

The stockholders ~~foregoing~~approved ~~description of~~ the ~~indemnity~~SEPA ~~agreement is~~Proposal ~~a summary only and is qualified in its entirety~~ by ~~reference to~~ the ~~form~~following 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.votes:

		Votes For				Votes Against				Abstained
SEPA Proposal			13,644,532				32,062				45,569

~~SIGNATURE~~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”).

~~Pursuant to the requirements~~The ofstockholders ~~the~~approved ~~Securities Exchange Act of 1934,~~ the ~~registrant~~Related ~~has~~Party ~~duly~~Transaction ~~caused~~Proposal ~~this report to be signed on its behalf~~ by the ~~undersigned~~following ~~hereunto duly authorized.~~votes:

Spectaire Holdings Inc.

Votes For

Votes Against

Abstained

Date: July 12, 2024

By:

/s/ Brian Semkiw

The Related Party Transaction Proposal

13,665,023

29,951

27,189

Name:

Brian Semkiw

Title:

Chief Executive Officer

2Proposal 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

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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