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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). |
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
Exhibit 99.1
Spectaire Completes
First Ever Carbon Credit Transaction
Sourced from Measured1
Diesel Engine Emissions and Takes
Carbon Credit Trading Platform AireCoreX Live; Announces
NASDAQ Hearing
Results
Targeting 10M+ diesel engines with emission
mitigation technology
Spectaire’s AireCore technology and Newly
Launched AireCoreX trading platform can
enable the creation of 100+ carbon credits per engine annually
Similar carbon credits priced at over $100 per
credit
[Watertown, MA] – Aug 6, 2024 –
AireCoreX Launch
Spectaire Holdings Inc. (NASDAQ: SPEC) (“Spectaire”
or the “Company”), a pioneer in environmental measurement technology, today announced the launch of its innovative carbon
credit trading platform, www.AireCoreX.com, and the completion of the first-ever carbon credit transaction sourced directly from measured
diesel engine emissions using the Company’s AireCore technology. This significant milestone positions Spectaire at the forefront
of sustainable technology, leveraging its AireCore system to provide unparalleled transparency and accuracy in carbon credit measurement.
Brian Semkiw, CEO of Spectaire, stated, “With
over 10 million diesel engines worldwide that can benefit from emissions mitigation technology, there is a significant opportunity to
generate substantial carbon credits for those trucking fleets, oil and gas companies and ship owners that take steps to mitigate emissions.
Each engine has the potential to produce at least 100 carbon credits annually. We believe that measured emissions will create carbon credits
that are more valuable , and having a platform to transact carbon credits will make the market more accessible. As the carbon credit market
has seen prices exceed $100 per credit, our AireCore and AireCoreX platforms are uniquely poised to address a potential addressable market
greater than $100 Billion.”
The Company believes that this groundbreaking
transaction is a pivotal moment in e-commerce history, as Semkiw states, “The completion of the first measured emissions-generated
carbon credit on AireCoreX is comparable to Amazon selling its first book. It’s a historic step towards transforming the carbon credit
market.”
1 | Prior carbon credits sourced form diesel engine emissions
were based on estimates, rather than actual measured results. |
AireCoreX offers a comprehensive and user-friendly
experience for participants in the carbon credit market. The platform provides a seamless online portal for the purchase of existing carbon
credits and the pre-purchase of credits to be generated. Users can customize their credits based on geography and industry, tailoring
their carbon offset strategies to meet specific needs. Each transaction is backed by detailed block chain certification and comprehensive
data, ensuring full transparency and auditability.
The rise of carbon credits as a critical component
in corporate net-zero strategies has been significant. In 2023, the global market expanded by 58%, reflecting the increasing demand for
verifiable and impactful climate actions. Over 70% of Fortune 500 companies have integrated carbon credits into their sustainability initiatives,
underscoring their importance in meeting emission reduction goals.
Current market challenges, such as the reliance
on projections for future reductions and the lack of auditability, often undermine the credibility of carbon credits. AireCoreX addresses
these issues by utilizing direct field measurements for CO2e gases, ensuring the accuracy and reliability of each credit. This approach
provides a robust solution to the inconsistencies and inaccuracies prevalent in traditional methods.
NASDAQ Hearing Results
Unfortunately, Spectaire’s significant recent
business accomplishments have not occurred in time to enable it to satisfy Nasdaq listing requirements. On August 5, 2024, the Company
received a letter from the 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 as of August 7, 2024 under the Company’s existing trading symbol “SPEC.”
Brian Semkiw, CEO of Spectaire, commented, “While
we are disappointed to receive this notice, we view this as a transitional phase in our journey. Our commitment to driving innovation
in air quality and emissions reduction technology remains unwavering. We are excited about our future prospects and will continue to focus
on executing our long-term strategy, including exploring new markets and expanding our product offerings. We believe that trading on the
OTC Markets Group platform will provide our investors with a continued trading venue as we work towards achieving our business objectives.”
Spectaire Holdings is dedicated to pioneering
solutions that drive environmental sustainability and operational efficiency across industries. For more information about AireCoreX
and its benefits, please visit https://www.spectaire.com.
About Spectaire Holdings Inc.
Spectaire Holdings Inc. (NASDAQ: SPEC) is a leading
company in environmental measurement technology, committed to providing innovative solutions for accurate, accessible, and efficient analytical
capabilities across various industries. Our mission is to enhance scientific and industrial processes through advanced spectral analysis
technologies.
For additional information, contact: IR@spectaire.com
Dave Gentry
RedChip Companies Inc.
1-800-733-2447
1-407-491-4498
SPEC@redchip.com
Forward-Looking Statements:
This release contains certain forward-looking
statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “would,” “will
continue,” “will likely result,” and similar expressions. The forward-looking statements are based on the current expectations
of the management of Spectaire and are inherently subject to uncertainties and changes in circumstances and their potential effects and
speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated.
Forward-looking statements reflect material expectations and assumptions, including without limitation expectations and assumptions. Such
expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and as such are subject
to change. Forward-looking statements involve a number of risks, uncertainties, or other factors that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include
but are not limited to those discussed and identified in public filings made by Spectaire with the U.S. Securities and Exchange Commission
(the “SEC”) and the following: Spectaire’s ability to operate as a going concern; Spectaire’s requirement of significant
additional capital; Spectaire’s limited operating history; Spectaire’s history of losses; Spectaire’s ability to attract
qualified management; Spectaire’s ability to adapt to rapid and significant technological change and respond to introductions of
new products in order to remain competitive; the loss of or nonperformance by one or more significant customers; disruptions of Spectaire’s
manufacturing operation; changes in governmental regulations reducing demand for Spectaire’s products or increasing Spectaire’s
expenses; the effects of global health crises on Spectaire’s business plans, financial condition, and liquidity; changes or disruptions
in the securities markets; legislative, political, or economic developments; Spectaire’s failure to obtain any necessary permits
or comply with laws and regulations and other regulatory requirements; accidents, equipment breakdowns, labor disputes, or other unanticipated
difficulties or interruptions; potential cost overruns or unanticipated expenses in development programs; potential legal proceedings;
and Spectaire’s failure to obtain or maintain insurance covering all of Spectaire’s operations. Should one or more of these
risks or uncertainties materialize, or should any of the assumptions made by the management of Spectaire prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements. All subsequent written and oral forward-looking
statements concerning matters addressed herein and attributable to Spectaire or any person acting on its behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to herein. Except to the extent required by applicable law or regulation,
Spectaire undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof
to reflect the occurrence of unanticipated events.
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Spectaire (NASDAQ:SPEC)
過去 株価チャート
から 8 2024 まで 9 2024
Spectaire (NASDAQ:SPEC)
過去 株価チャート
から 9 2023 まで 9 2024