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United States securities and exchange commission logo
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.

 FirstName LastNameBrian Semkiw
 Comapany NameSpectaire Holdings Inc.
 January 9, 2024 Page 2
 FirstName LastName
Brian Semkiw
Spectaire Holdings Inc.
January 9, 2024
Page 2
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.