MultiSensor AI Holdings Files 8-K/A Amendment

TL;DR

MSAI filed an 8-K/A amendment covering equity sales & shareholder votes as of March 31.

AI Summary

MultiSensor AI Holdings, Inc. filed an 8-K/A amendment on April 4, 2024, related to events on March 31, 2024. The filing concerns entry into a material definitive agreement, unregistered sales of equity securities, and submission of matters to a vote of security holders. The company was formerly known as Infrared Cameras Holdings, Inc. and Sportsmap Tech Acquisition Corp.

Why It Matters

This amendment provides updated information on significant corporate events, including potential equity sales and shareholder votes, which could impact the company's financial structure and governance.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings, especially those involving equity sales and shareholder matters, can indicate significant corporate changes or potential financial adjustments.

Key Players & Entities

• MultiSensor AI Holdings, Inc. (company) — Filer
• Infrared Cameras Holdings, Inc. (company) — Former Company Name
• Sportsmap Tech Acquisition Corp. (company) — Former Company Name
• March 31, 2024 (date) — Earliest event reported date
• April 4, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common stock, $0.0001 par value per share MSAI The NASDAQ
• $4.475 million — , with an aggregate principal amount of $4.475 million into shares of the Company's common sto
• $200,000 — s with an aggregate principal amount of $200,000 into shares of the Company's common sto
• $3.275 million — with an aggregate principal balance of $3.275 million to elect to convert their Notes into sh
• $10 — he Company's Common Stock at a price of $10 per share pursuant to the terms of the
• $3.53 million — ification of the terms of the remaining $3.53 million in principal amount of the convertible
• $5.00 — price of the principal and interest to $5.00 per share of Common Stock. Two of those
• $1.2 million — balance of such Related Party Notes was $1.2 million. As an incentive to induce the holders
• $3.33 — ion (at an effective price per share of $3.33. The Subscription Agreement was approve
• $4.407 m — ions described above, was approximately $4.407 million, as reported in Exhibit 99.1 to t

Filing Documents

• tm2411131d1_8ka.htm (8-K/A) — 53KB
• tm2411131d1_ex10-1.htm (EX-10.1) — 29KB
• tm2411131d1_ex10-2.htm (EX-10.2) — 15KB
• tm2411131d1_ex10-3.htm (EX-10.3) — 36KB
• tm2411131d1_ex99-1.htm (EX-99.1) — 32KB
• 0001104659-24-043697.txt ( ) — 413KB
• msai-20240331.xsd (EX-101.SCH) — 4KB
• msai-20240331_def.xml (EX-101.DEF) — 26KB
• msai-20240331_lab.xml (EX-101.LAB) — 36KB
• msai-20240331_pre.xml (EX-101.PRE) — 25KB
• tm2411131d1_8ka_htm.xml (XML) — 8KB

01

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 8.01 of this Current Report on Form 8-K (this "Report") is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in

01 of this Report is incorporated herein by reference

Item 8.01 of this Report is incorporated herein by reference.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On March 31, 2024, the holders of more than a majority of the voting power of the capital stock of MultiSensor AI Holdings, Inc. (the "Company") approved via written consent the Company's amendment of certain Convertible Promissory Notes and loan obligations with David Gow and the Jill A Blashack Strahan Trust, as further described in Item 8.01 to this Report. The information set forth in Item 8.01 of this Report is incorporated herein by reference. The written consent was signed by the holders of 7,104,556 shares of the Company's common stock. Each share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders. Accordingly, the holders of approximately 59.4% of the voting power of the Company's capital stock outstanding and entitled to vote as of March 31, 2024, signed the written consent approving the Amendments.

01

Item 8.01 Other Events As disclosed in Company Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the "SEC") on December 21, 2023, the Company previously received a letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company had not complied with all of the requirements of Nasdaq Rule IM-5101-2 since it had not demonstrated compliance with the requirement to have a minimum of 1.1 million "unrestricted publicly held shares" and a minimum of 400 "round lot holders," as required by the Nasdaq Listing Rule 5405(a) initial listing on Nasdaq. On December 27, 2023, the Company submitted a hearing request to the Nasdaq Hearing Panel (the "Panel") to appeal the delisting determination and received a letter from Nasdaq stating that its delisting action had been stayed, pending a final decision by the Panel and that a hearing will be held on March 21, 2024. The Company attended the March 21, 2024 hearing before the Panel, during which the Company requested time to cure any listing deficiencies. As part of its plan of compliance presented to the panel, the Company presented a number of actions that it planned to take in order to increase its stockholders' equity in order to comply with Nasdaq's initial and continued listing requirements. Recently, following the close of the Company's fiscal year ended December 31, 2023 and the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company has undertaken a number of actions, more fully disclosed below, which have increased its shareholders' equity, including: (i) the conversion of certain convertible promissory notes (the "Notes"), with an aggregate principal amount of $4.475 million into shares of the Company's common stock, par value $0.0001 (the "Common Stock"); and (ii) the conversion of certain loan obligations with an aggregate principal amount of $200,000 into shares of the Company's common stock. Note Conversion Inducement and No

Financial Statements and Exhibits

Financial Statements and Exhibits. (b) Pro forma financial information. The unaudited pro forma consolidated balance sheet of the Company as of the year ended December 31, 2023 and is set forth in Exhibit 99.1 to this Report and is incorporated herein by reference. (d) Exhibits. Exhibit No. Description 10.1 Form of Inducement Agreement 10.2 Form of Note Amendment 10.3 Subscription Agreement 99.1 Pro forma Liabilities and Shareholders' Equity from the Consolidated Balance Sheet of the Company as of December 31, 2023 (unaudited) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: April 4, 2024 By: /s/ Peter Baird Name: Peter Baird Title: Chief Financial Officer

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View this 8-K/A filing on SEC EDGAR