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)

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.

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.

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.

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