Failure to Satisfy Listing Rule - Form 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 6, 2024, Spectaire Holdings Inc. (the "Company") received a letter (the "Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the last 30 consecutive business days prior to the date of the Letter, the Company's bid price was below the $1.00 per share minimum requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Rule"). The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company will have 180 calendar days, or until November 4, 2024 (the "Compliance Date"), to regain compliance with the Bid Price Rule. To regain compliance with the Bid Price Rule, the Company's bid price must equal or exceed $1.00 per share for a minimum of 10 consecutive business days at any time prior to the Compliance Date. If the Company regains compliance with the Bid Price Rule, Nasdaq will provide the Company with written confirmation and will close the matter.

In the event that the Company does not regain compliance with the Bid Price Rule by the Compliance Date, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Letter notes that the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). The Company is monitoring its bid price and will consider its available options to regain compliance with the Bid Price Rule; however, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule.

The Letter is unrelated to the previously disclosed letter received by the Company from Nasdaq on December 5, 2023 regarding the Company's noncompliance with the Market Value of Listed Securities requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A). The Letter is also unrelated to the previously disclosed letter received by the Company from Nasdaq on December 15, 2023 regarding the Company's noncompliance with the Market Value of Publicly Held Shares requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5810(c)(3)(D).