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                           January 9, 2024

       Brian Semkiw
       Chief Executive Officer
       Spectaire Holdings Inc.
       155 Arlington St.
       Watertown, MA 02472

                                                        Re: Spectaire Holdings
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed December 21,
2023
                                                            File No. 333-276179

       Dear Brian Semkiw:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1

       Risk Factors
       We are engaged in multiple transactions and offerings of our
securities..., page 10

   1.                                                   We note your disclosure
that in addition to this prospectus covering the resale by
                                                        Keystone of up to
3,067,438 shares of Common Stock, you are currently planning to file a
                                                        registration statement
for the resale and issuance of additional securities and that the
                                                        market price of shares
of your Common Stock could drop significantly if the holders of
                                                        the shares of Common
Stock described therein sell them or are perceived by the market as
                                                        intending to sell them.
Please expand your disclosure to highlight the percentage of
                                                        securities being
registered for resale in that offering out of your total outstanding
                                                        securities.
 Brian Semkiw
FirstName  LastNameBrian Semkiw
Spectaire Holdings Inc.
Comapany
January    NameSpectaire Holdings Inc.
        9, 2024
January
Page 2 9, 2024 Page 2
FirstName LastName
Our Warrants are exercisable for shares of our Common Stock, which exercises
will increase...,
page 11

2.       Please disclose the exercise price of the warrants compared to the
market price of the
         underlying securities and the likelihood that warrant holders will
exercise their warrants,
         resulting in proceeds to your company. Please also disclose in your
risk factors and
         MD&A sections the impact on your liquidity and the ability of your
company to fund your
         operations on a prospective basis as a result of warrant holders
choosing not to exercise
         their warrants.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 63

3.       In light of the significant number of redemptions in connection with
your charter
         extension and business combination and the unlikelihood that the
company will receive
         significant proceeds from exercises of the warrants because of the
disparity between the
         exercise price of the warrants and the current trading price of the
common stock, expand
         your discussion of capital resources to address any changes to and the
impact of the
         redemptions on the company's liquidity position and your ability to
fund your
         operations since the business combination.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439
with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Industrial Applications and
                                                              Services
cc:      Stephen Ranere, Esq.