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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 7, 2024
MultiSensor AI Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction
of incorporation) |
001-40916
(Commission
File Number) |
86-3938682
(I.R.S. Employer
Identification No.) |
|
|
|
2105 West Cardinal Drive
Beaumont, Texas |
77705 |
(Address of principal executive offices) |
(Zip Code) |
(866) 861-0788
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
|
Trading Symbol(s) |
|
Name of each
exchange
on which registered |
Common stock, $0.0001 par value per share |
|
MSAI |
|
The NASDAQ Stock Market LLC |
Warrants to purchase common stock |
|
MSAIW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Earnout Waiver
MultiSensor AI Holdings, Inc. (the “Company”) today entered
into an agreement (the “Earnout Waiver Agreement”) to terminate a provision of the Business Combination Agreement with SportsMap
Tech Acquisition Corp., dated December 5, 2022 (the “Business Combination Agreement”), that would have required the issuance
of up 2,400,000 shares of the company’s common stock to certain former holders of Infrared Cameras Holdings, Inc., the target private
operating company that was party to the business combination (the “Business Combination”) and that is currently an operating
subsidiary of the Company, upon the future occurrence of certain triggering events. Following the Business Combination, and pursuant to
the Business Combination Agreement, certain former securityholders of Infrared Cameras Holdings, Inc., would be entitled receive up to
2,400,000 shares of the Company’s common stock upon the occurrence of certain triggering events. The Earnout Waiver Agreement is
effective as of March 7, 2024.
The foregoing description of the Earnout Waiver Agreement is qualified
in its entirety by reference to the complete text of the Earnout Waiver Agreement, a copy of which is filed herewith as Exhibit 10.1 and
is incorporated herein by reference.
Lock-Up Waiver
Additionally, on March 7, 2024, the Company entered into an agreement
to waive the lock-up restrictions (the “Lock-Up Waiver Agreement”) with respect to 2,123,746 shares of the Company’s
common stock which are currently subject to lock-up pursuant to that certain Lock-Up Agreement, dated December 19, 2023, between the Company,
SportsMap, LLC and certain other holders of the Company’s common stock. The 2,123,746 shares being released from lock-up restrictions
are held by certain holders who are not affiliates of the Company. Without such waiver, these shares would have been subject to lock-up
restrictions until June 19, 2024.
The foregoing description of the Lock-Up Waiver Agreement is qualified
in its entirety by reference to the complete text of the form of Lock-Up Waiver Agreement, a copy of which is filed herewith as Exhibit
10.2 and is incorporated herein by reference.
Item 8.01 Other Events
As previously disclosed, on December 20, 2023 the Company received
a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company had not complied with all of the requirements
of the Nasdaq Rule IM-5101-2.
The Company previously announced that the Company timely requested
a hearing before the Panel. Such hearing is scheduled be held on March 21, 2024. The hearing request automatically stayed any suspension
or delisting action pending the hearing and the expiration of any additional extension period granted by the hearing panel following the
hearing. Pursuant to the Nasdaq Listing Rules, the Panel is authorized to grant, if it deems appropriate, an additional extension period
through June 17, 2024 for the Company to satisfy Nasdaq’s initial listing requirements.
Forward Looking Statements
This Current Report on Form 8-K (the “Current Report”)
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some
cases, forward-looking statements can be identified by words such as “will,” “believe,” “anticipate,”
“expect,” “estimate,” “intend,” “plan,” or their negatives or variations of these words,
or similar expressions. All statements contained in this Current Report that do not strictly relate to matters of historical fact should
be considered forward-looking statements, including, without limitation, statements regarding the Company’s ability to satisfy the
listing criteria of Nasdaq. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond
our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee
of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result
of a number of factors, including, the risk that we and our current and future collaborators are unable to successfully develop and commercialize
our products or services, or experience significant delays in doing so; the risk that we may never achieve or sustain profitability; the
risk that we will need to raise additional capital to execute our business plan, which may not be available on acceptable terms or at
all; the risk that we experience difficulties in managing our expected growth and expanding operations; the risk that third party suppliers
and manufacturers are not able to fully and timely meet their obligations; the risk that we are unable to secure or protect our intellectual
property; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and other risks and
uncertainties discussed under the “Risk Factors” section of the Company’s prospectus in the registration statement on
Form S-1/A filed with the Securities and Exchange Commission on December 19, 2023, and the Company’s other periodic filings with
the SEC. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking
statements as predictions of future events. Any forward-looking statement made in this Current Report is based only on information currently
available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any
obligations to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as
a result of new information, future developments or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
|
MultiSensor AI Holdings, Inc. |
|
|
|
Date: March 7, 2024 |
By: |
/s/ Peter Baird |
|
Name: |
Peter Baird |
|
Title: |
Chief Financial Officer |
Exhibit 10.1
EARNOUT WAIVER AGREEMENT
This Earnout Waiver Agreement,
effective as of March 7, 2024 (this “Waiver”), is by and among MultiSensor AI Holdings, Inc., a Delaware corporation
(f/k/a SportsMap Tech Acquisition Corp., the “Company”), MSAI Operating, Inc., a Delaware corporation (f/k/a Infrared
Cameras Holdings, Inc., “ICI”), and the other signatory parties listed in the signature blocks set forth below.
Reference is hereby made to
that certain Business Combination Agreement, dated as of December 5, 2022 (the “Business Combination Agreement”), by
and among the Company, ICI, and ICH Merger Sub Inc., pursuant to which ICH Merger Sub Inc. merged with and into ICI on December 19, 2023.
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
WHEREAS, pursuant to the Business
Combination Agreement, certain Earnout Pre-Closing Company Securityholders (“Sellers” and each a “Seller”)
of ICI would be entitled to receive from the Company Earnout Shares upon the occurrence of Triggering Events;
WHEREAS, this Waiver is being
entered into in order for the parties to the Business Combination Agreement and the Sellers to waive and release any claim to receive
the Earnout Shares, if any;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:
1.
The Company, SportsMap Sponsor, and each Seller party hereto hereby waives and releases any claim or liability related to the issuance
of any Earnout Shares pursuant to the Business Combination Agreement.
2.
This Agreement shall become effective as of the date first set forth above.
3. To
the extent that this Waiver is deemed to be an amendment or modification of the Business Combination Agreement, this waiver shall serve
as a written agreement among the Company and SportsMap Sponsor pursuant to Section 8.3 of the Business Combination Agreement.
4.
Except as explicitly provided for in Section 1 of this Waiver, the Business Combination Agreement shall not be modified and shall
remain in full force and effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties
have executed this Earnout Waiver Agreement, as of the date first written above.
|
MULTISENSOR AI HOLDINGS, INC. |
|
|
|
By: |
/s/ Gary Strahan |
|
Name: Gary Strahan |
|
Title: Chief Executive Officer |
[Signature Page to
Earnout Waiver Agreement]
IN WITNESS WHEREOF, the parties
have executed this Earnout Waiver Agreement, as of the date first written above.
|
SPORTSMAP, LLC |
|
|
|
By: |
/s/
David Gow |
|
Name: David Gow |
|
Title: Manager |
IN WITNESS WHEREOF, the parties
have executed this Earnout Waiver Agreement, as of the date first written above.
|
MSAI OPERATING, INC. |
|
|
|
By: |
/s/
Gary Strahan |
|
Name: Gary Strahan |
|
Title: Chief Executive Officer |
IN WITNESS WHEREOF, the parties
have executed this Earnout Waiver Agreement, as of the date first written above.
|
SELLERS: |
|
|
|
/s/ Gary Strahan |
|
Gary Strahan |
|
|
|
Villard Capital |
|
|
|
By: |
/s/ Steve Winch |
|
Name: Steve Winch |
|
Title: Managing Partner |
Exhibit 10.2
LOCK-UP WAIVER
AGREEMENT
This Lock-Up Waiver Agreement,
effective as of March 7, 2024 (this “Waiver”), is by and among MultiSensor AI Holdings, Inc., a Delaware corporation
(f/k/a Infrared Cameras Holdings, Inc., the “Company”), and the other signatory parties listed in the signature blocks
set forth below.
Reference is hereby made to
that certain Lock-Up Agreement, dated as of December 19, 2023 (as it may be amended or amended and restated from time to time, the “Lock-Up
Agreement”), by and among the Company, SportsMap, LLC, and the other “Securityholders” (as defined in the Lock-Up
Agreement). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lock-Up Agreement.
WHEREAS, the Company desires
to remove the Transfer restrictions, as imposed by Section 1 of the Lock-Up Agreement, on the Lock-Up Shares presented in Exhibit A hereto,
as of the date of this Waiver; and
WHEREAS, this Waiver is being
entered into by and among the Company and the Securityholders holding a majority of the Lock-Up Shares, pursuant to Section 5 of the Lock-Up
Agreement.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:
1.
The restrictions on Transfer of the Lock-Up Shares pursuant to Section 1 of the Lock-Up Agreement are hereby waived by the Company
as of the date of this Waiver.
2. All
other terms and conditions of the Lock-Up Agreement, that are not expressly waived or amended in this Waiver shall remain unmodified
and in full force and effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties
have executed this Waiver to Lock-Up Agreement, as of the date first written above.
|
MULTISENSOR AI HOLDINGS, INC. |
|
|
|
By: |
/s/
Gary Strahan |
|
Name: Gary Strahan |
|
Title: Chief Executive Officer |
IN WITNESS WHEREOF, the parties
have executed this Waiver to Lock-Up Agreement, as of the date first written above.
|
Securityholder: |
|
|
|
SportsMap, LLC |
|
|
|
By: |
/s/
David Gow |
|
Name: David Gow |
|
Title: Manager |
Exhibit A
Securityholders | |
Locked-Up
Shares | |
Don A Sanders | |
| 60,000 | |
Brad Sanders | |
| 10,000 | |
Laura Sanders | |
| 10,000 | |
Susan Sanders | |
| 10,000 | |
Weir Holdings LP | |
| 10,000 | |
Horn Management, LLC | |
| 5,000 | |
Creekside 1 Holdings, LLC | |
| 50,000 | |
Jerrell Glen Clay, Sr. | |
| 5,000 | |
John Alton Burdine Estate Trust | |
| 6,000 | |
Bret Sanders | |
| 10,000 | |
Steven Webster | |
| 30,000 | |
Aaron M. Gurewitz Trustee THE AMG TRUST ESTABLISHED 01/23/2007 | |
| 27,122 | |
Bradley W. Baker | |
| 51,203 | |
Byron Roth LLC | |
| 54,273 | |
CR Financial Holdings, Inc | |
| 162,750 | |
Matthew Day | |
| 18,286 | |
Steve Dyer | |
| 34,744 | |
David Farina | |
| 63,089 | |
Kevin Harris | |
| 51,203 | |
William F. Hartfiel III | |
| 51,203 | |
Donald Ryan Hulstrand | |
| 10,971 | |
John Lipman | |
| 85,814 | |
James Zavoral | |
| 34,744 | |
Sportsmap LLC | |
| 1,272,344 | |
Total | |
| 2,123,746 | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
MultiSensor AI Announces Waiver of Earnout
Share Issuance and Release of Lock-Up Restrictions
Houston,
Texas, March 7, 2024 – MultiSensor AI Holdings, Inc. (Nasdaq: MSAI), a leader in the emerging AI-driven predictive
maintenance space, today announced that it had entered into an agreement (the “Earnout Waiver Agreement”) to terminate a
provision of its Business Combination Agreement (the “Earnout Provision”) with SportsMap Tech Acquisition Corp., dated December 5,
2022. The Earnout Provision would have required the Company to issue of up to 2,400,000 shares of the Company’s common stock to
certain former stakeholders of Infrared Cameras Holdings, Inc., the target operating company that was party to the business combination.
The Earnout Provision was contingent on the future achievement of certain triggering events. The Earnout Waiver Agreement, cancelling
the Earnout Provision, is effective as of March 7, 2024.
Additionally, the Company today announced
that it has agreed to waive the lock-up restriction (the “Lock-Up Waiver”) with respect to 2,123,746 shares of the Company’s
common stock which are currently subject to lock-up and held by investors who are unaffiliated with the Company. The Lock-Up Waiver is
expected to aid the Company’s ability to meet the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). There
are no changes to the lock-up restrictions for shareholders who are affiliates of the Company.
For further information regarding the Earnout
Waiver Agreement, the Lock-Up Waiver and the status of the Company’s listing with Nasdaq see the Current Report on Form 8-K
filed by the Company today.
This press release is not an offer for
sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not
be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act
of 1933, as amended.
Forward Looking Statements
This press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the
safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be
identified by words such as “will,” “believe,” “anticipate,” “expect,” “estimate,”
“intend,” “plan,” or their negatives or variations of these words, or similar expressions. All statements contained
in this Current Report that do not strictly relate to matters of historical fact should be considered forward-looking statements, including,
without limitation, statements regarding the Company’s ability to satisfy the listing criteria of Nasdaq. These forward-looking
statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking
statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may
differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, the
risk that we and our current and future collaborators are unable to successfully develop and commercialize our products or services,
or experience significant delays in doing so; the risk that we may never achieve or sustain profitability; the risk that we will need
to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all; the risk that we
experience difficulties in managing our expected growth and expanding operations; the risk that third party suppliers and manufacturers
are not able to fully and timely meet their obligations; the risk that we are unable to secure or protect our intellectual property;
the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties
discussed under the “Risk Factors” section of the Company’s prospectus in the registration statement on Form S-1/A
filed with the Securities and Exchange Commission on December 19, 2023, and the Company’s other periodic filings with the
SEC. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking
statements as predictions of future events. Any forward-looking statement made in this Current Report is based only on information currently
available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any
obligations to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as
a result of new information, future developments or otherwise.
About the MultiSensor AI Name
MultiSensor AI made the strategic decision
in early 2021 to transform from only selling its world-class industrial thermal sensors to developing and selling a full-stack, AI-driven
predictive maintenance solution. Over the following several quarters, the company invested heavily in creating its SmartIR cloud-based
platform. Co-developed with its launch customers, this platform is distinguished by its analytical power and ease of use and was designed
to incorporate multiple sensor modalities and AI insights into a “single pane of glass.”
Launched in mid-2023, SmartIR is rapidly
revolutionizing predictive maintenance in its four core industry verticals. Having grown far beyond its thermal-device roots, the name
change to MultiSensor AI reflects exactly what the company does: generate AI insights into predictive maintenance, based on data gathered
from a range of sensor modalities.
About MultiSensor AI (MSAI)
MultiSensor AI’s SmartIR
is an AWS-powered software platform that leverages MSAI-built thermal imaging, acoustic imaging, and vibration sensing devices for condition-based
monitoring of critical mechanical and electrical assets and manufactured outputs. MSAI’s solutions are deployed by organizations
to protect critical assets across a wide range of industries including distribution & logistics, manufacturing, utilities, and
oil & gas. MSAI’s sensing solutions are built around high-resolution thermal imaging along with visible, acoustic, vibration
and laser spectroscopy imagers and sensors. This full-stack solution measures heat, sound, and gas in the surrounding environment, helping
companies gain insight to efficiently manage their most important assets and infrastructure. MSAI designs and manufactures digital thermal
sensing solution platforms with edge and cloud-based software.
For
more information, please visit https://multisensorai.com/.
Contact:
Andrew Klobucar
Director of Marketing
MultiSensor AI
Phone: +1 (612) 770 7416
andrew.klobucar@multisensorai.com
www.multisensorai.com
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SportsMap Tech Acquisition (NASDAQ:SMAPU)
過去 株価チャート
から 5 2024 まで 6 2024
SportsMap Tech Acquisition (NASDAQ:SMAPU)
過去 株価チャート
から 6 2023 まで 6 2024