As filed with the Securities and Exchange Commission
on February 29, 2024
Registration No. 333-277431
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Spectaire Holdings Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER)
| Delaware |
|
98-1578608 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
155 Arlington St.
Watertown, MA 02472
(Address of principal executive offices) (Zip
code)
Spectaire Holdings Inc. 2023 Incentive Award
Plan
Spectaire Holdings Inc. 2022 Equity Incentive Plan
(Full title of the plan)
Leonardo Fernandes
Chief Financial Officer
155 Arlington St.
Watertown, MA 02472
(Name and address of agent for service)
(508) 213-8991
(Telephone number, including area code, of agent
for service)
Copies to:
Ryan J. Maierson
Stephen W. Ranere
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
(713) 546-5400
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) to
the Registration Statement on Form S-8, File No. 333-277431 (the “Registration Statement”), is being filed by Spectaire Holdings
Inc. (the “Company”) solely to refile Exhibit 23.2 thereto to correct a typographical error with respect to the date of the
consent included therein. This Amendment does not otherwise update, amend or modify any other information, statement or disclosure contained
in the Registration Statement. No additional securities are to be registered, and the appropriate registration fees were paid upon filing
of the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Watertown, Massachusetts, on February 29, 2024.
| SPECTAIRE HOLDINGS INC. |
|
| |
|
|
| By: |
/s/ Brian Semkiw |
|
| |
Name: |
Brian Semkiw |
|
| |
Title: |
Chief Executive Officer |
|
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities held on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Brian Semkiw |
|
Co-Chief Executive Officer and Directors |
|
February 29, 2024 |
| Brian Semkiw |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| * |
|
Chief Financial Officer |
|
February 29, 2024 |
| Leonardo Fernandes |
|
(Principal Financial Officer and
Principal Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Chief Technology Officer and Director |
|
February 29, 2024 |
| Brian Hemond |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
February 29, 2024 |
| Dr. Jörg Mosolf |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
February 29, 2024 |
| Frank Baldesarra |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
February 29, 2024 |
| Tao Tan |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
February 29, 2024 |
| Scott Honour |
|
|
|
|
| By: |
/s/ Brian Semkiw |
|
| |
Name: |
Brian Semkiw |
|
| |
Title: |
Attorney-in-fact |
|
II-2
