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): ~~November~~December 149, 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

*	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.”

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 84.01 ~~Other~~Change ~~Events~~in Registrant’s Certifying Accountant.

~~Adjournment~~ Resignation of ~~Asset~~Independent ~~Sale~~Registered byPublic Accounting ~~Lender~~Firm

AsOn ~~previously disclosed,~~December ~~on October 14~~9, 2024, ~~Spectaire~~the ~~received~~Company received a ~~notice~~resignation ofletter ~~event of default and acceleration, as well as a demand for payment,~~ from ~~its~~ ~~senior~~UHY ~~secured~~LLP ~~lender,~~(“Former asAuditor”) awith ~~result~~an ofeffective ~~the~~date ~~failure~~ of ~~its~~December ~~subsidiary~~9, ~~borrower~~2024 pursuant to ~~make~~which ~~required payments under~~ the ~~existing loan agreement,~~Former ~~dated~~Auditor ~~March~~resigned ~~31,~~from ~~2023~~its (role as ~~subsequently~~independent ~~amended,~~registered ~~the~~public ~~“Loan~~accounting ~~Agreement”)~~firm ~~between~~for ~~such~~Spectaire ~~borrower~~Holdings ~~and~~Inc. ~~Arosa Multi-Strategy Fund LP~~ (the “~~Lender~~Company”). According to such notice, the outstanding obligations to the Lender were approximately $9,140,667 plus a per diem rate of interest of approximately $6,348 to be charged by the Lender each day that such amount remains unpaid following such notice.

The ~~Lender also~~Former ~~announced~~Auditor ~~that~~was itappointed ~~intended~~by tothe ~~conduct~~Company during athe ~~sale~~fiscal year of ~~the~~2023. ~~company’s~~The ~~assets~~Former ~~pursuant~~Auditor todid ~~Section~~not ~~9-610~~audit offinancial statements for the ~~New~~year ~~York~~ended ~~Uniform Commercial~~December ~~Code~~31, 2022 and its reports on ~~November~~the ~~15,~~Company’s ~~2024.~~financial ~~However,~~statements onfor ~~November~~the ~~14,~~fiscal ~~2024~~year ended December 31, ~~the~~2023 ~~Lender~~did ~~announced~~not ~~that~~contain itan ~~has~~adverse ~~adjourned~~opinion ~~such~~or ~~sale~~a ~~indefinitely~~disclaimer of opinion and were not qualified or modified as to uncertain accounting principles.

~~Strategic~~During ~~Alternatives~~the ~~Process~~Company’s most recent fiscal year ended December 31, 2023 and the subsequent interim period through September 30, 2024, there were:

~~With~~i. ~~consent~~No of“disagreements” (within the ~~Lender,~~meaning ~~Spectaire~~of isItem ~~conducting~~ 304(a) ~~strategic~~of ~~alternatives~~Regulation ~~process,~~S-K) ~~pursuant~~with tothe ~~which~~Former itAuditor ison ~~pursuing~~any amatter ~~full range~~ of ~~alternatives,~~accounting ~~including~~principles aor ~~capital infusion~~practices, ~~sale,~~financial ~~merger, divesture,~~statement ~~recapitalization,~~disclosure ~~going~~or ~~private~~auditing ~~transaction,~~scope ~~and other transactions. There can be no assurance that this evaluation will result in one~~ or ~~more transactions~~procedure, orwhich ~~other~~disagreements, ~~strategic~~if ~~changes~~not orresolved ~~outcomes,~~to ~~or, that~~ the ~~terms~~satisfaction of ~~any~~the ~~such~~Former ~~transactions~~Auditor, ~~changes,~~would orhave ~~outcomes will~~caused beit ~~favorable.~~to ~~Even~~make ifreference to the ~~Company~~subject ~~enters~~matter ~~into~~of ~~a definitive agreement,~~ the ~~Company~~disagreements ~~may not be successful~~ in ~~completing~~its areports ~~transaction, change~~on orthe ~~outcome,~~consolidated ~~or,~~financial ifstatements itof ~~completes~~the ~~such~~Company; ~~a transaction, change or outcome, it may not ultimately enhance value or deliver expected benefits.~~and

~~Spectaire agreed to pay Theon Capital LLC, with whom it had a preexisting engagement, a fee equal to 3% of the amount of capital raised or transaction value received~~ii. ~~The~~No ~~primary~~“reportable ~~owner of~~events” ~~Theon~~(as ~~Capital~~such term is ~~the~~defined ~~son~~in ofItem 304(a)(1)(v) ~~prior director~~ of ~~Spectaire,~~Regulation ~~Frank Baldesarra, who resigned effective as of August 16, 2024~~S-K).

~~Delayed~~The ~~Reporting~~Company has provided the Forner Auditor with a copy of this Form 8-K prior to its filing with the SEC and requested the Former Auditor to furnish to the Company a letter addressed to the SEC stating that it agrees with the statements made above.

~~Due~~Item ~~to lack of funding to support an internal financial reporting team or pay external auditors, Spectaire did not timely file its quarterly report on Form 10-Q for the quarter ended September 30, 2024~~9.01. ItFinancial ~~intends~~Statements toand ~~file such report promptly upon receipt of adequate funding~~Exhibits.

~~Previous~~(d) ~~Announcements~~Exhibits.

~~Prior~~Exhibit to its delisting from Nasdaq effective August 7, 2024, Spectaire made several announcements regarding business developments and opportunities that have not been fulfilled or consummated or have otherwise been indefinitely postponed for lack of fundingNo. ~~Following~~Description ~~its delisting, all financing arrangements previously negotiated by Spectaire were no longer available for Spectaire’s future funding needs, resulting in the termination or abandonment~~ of ~~various~~Exhibit projects being pursued by the company and a reduction in the company’s workforce and operations. The announcement of the foreclosure by the company’s senior lender noted above further reduced any available funding options. Examples of prior announcements of key business developments or business opportunities include: on November 13, 2023, Spectaire announced an agreement to sell 12,500 carbon offset credits; on February 29, 2024, Spectaire announced its goal to achieve a production rate of 500 AireCore units per month and related pre-sale of certain inventory; on April 17, 2024, Spectaire announced a distribution arrangement with a strategic partner for sales of units in the oil and gas industry; on July 10, 2024 Spectaire announced the anticipated release of AireCore 2.0 and anticipated shipments to begin in 2025; and on August 6, 2024, Spectaire announced the launch of an innovative carbon credit trading platform designed to make transacting in carbon credits more accessible. None of these announced opportunities or transactions were ultimately consummated or achieved and efforts to complete such transactions would only resume in the event that the company receives a sufficient infusion of capital.

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~~SIGNATURES~~1

~~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.~~SIGNATURES

	Spectaire Holdings Inc.
Date: November 21, 2024	By:	/s/ Brian Semkiw
	Name:	Brian Semkiw
	Title:	Chief Executive Officer

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 13, 2024	By:	/s/ Brian Semkiw
	Name:	Brian Semkiw
	Title:	Chief Executive Officer

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