UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 8, 2024, the board of directors (the “Board”) of Spectaire Holdings Inc. (the “Company”) appointed Jim Lambis as a member of the Board.
Jim Lambis, 60, has served as a member of our Board since July 8, 2024. Mr. Lambis currently serves as the Vice President of Buildings and Systems Engineering of UPS International, where he has been employed for over 30 years. Mr. Lambis holds a bachelors degree in engineering from McMaster University. We believe that Mr. Lambis is qualified to serve on the Board due to, among other things, his wealth of experience in emissions management, logistics, strategic planning and systems engineering.
Mr. Lambis will receive compensation consistent with that provided to the Company’s 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.
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.
We have entered into an indemnity agreement, effective as of July 8, 2024, with Mr. Lambis pursuant to which, subject to limited exceptions, and among other things, we will indemnify Mr. Lambis to the fullest extent permitted by law for claims arising in his capacity as a member of the Board.
The foregoing description of the indemnity agreement is a summary only and is qualified in its entirety by reference to the form 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.
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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 12, 2024 | By: | /s/ Brian Semkiw |
| Name: | Brian Semkiw | |
| Title: | Chief Executive Officer | |
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