MultiSensor AI Holdings Files 8-K on Agreements and Equity Sales

TL;DR

MSAI filed an 8-K: material agreements, equity sales, name changes. Watch for details.

AI Summary

On April 5, 2024, MultiSensor AI Holdings, Inc. filed an 8-K report detailing several events. These include entering into a material definitive agreement, unregistered sales of equity securities, and other events. The company was formerly known as Infrared Cameras Holdings, Inc. and Sportsmap Tech Acquisition Corp.

Why It Matters

This filing indicates potential new business agreements and the issuance of new equity, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution concerns.

Key Players & Entities

• MultiSensor AI Holdings, Inc. (company) — Registrant
• Infrared Cameras Holdings, Inc. (company) — Former company name
• Sportsmap Tech Acquisition Corp. (company) — Former company name
• April 5, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common stock, $0.0001 par value per share MSAI The NASDAQ
• $50 m — um Market Value of Listed Securities of $50 million, as set forth in Nasdaq Listing R
• $2.5 million — tinued listing standard of a minimum of $2.5 million of stockholders equity set forth in Nas
• $1.65 million — aving an aggregate principal balance of $1.65 million pursuant to which the holders of the No
• $10 — he Company's common stock at a price of $10 per share pursuant to the terms of the

Filing Documents

• tm2411272d1_8k.htm (8-K) — 44KB
• tm2411272d1_ex10-1.htm (EX-10.1) — 27KB
• 0001104659-24-044610.txt ( ) — 303KB
• msai-20240405.xsd (EX-101.SCH) — 4KB
• msai-20240405_def.xml (EX-101.DEF) — 26KB
• msai-20240405_lab.xml (EX-101.LAB) — 36KB
• msai-20240405_pre.xml (EX-101.PRE) — 25KB
• tm2411272d1_8k_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 "Current Report") is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 8.01 of this Current Report is incorporated herein by reference.

01

Item 8.01 Other Events Nasdaq Compliance Matters As previously disclosed, on December 20, 2023, MultiSensor AI Holdings, Inc. (the "Company") received a written notice (the "Original Notice") from the Listing Qualifications Department of 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 since it had not demonstrated compliance with certain listing criteria as required by the Nasdaq Listing Rule 5405(a) for initial listing on the Nasdaq Global Market. Additionally, and as previously disclosed, on February 13, 2024, the Company received a written notice (the "Global Market Notice") from Nasdaq stating that the Company was not in compliance with the requirement of continued listing on the Nasdaq Global Market to maintain a minimum Market Value of Listed Securities of $50 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(A). On March 21, 2024, the Company participated in a hearing before a Nasdaq Hearings Panel (the "Panel") regarding its appeal of the determinations under the Original Notice, and any delisting was stayed pending the issuance of the Panel's decision. Subsequent to the hearing, on or about March 28, 2024, the Company requested a transfer of its listing from The Nasdaq Global Market to The Nasdaq Capital Market. On April 5, 2024, the Company received a letter from the Panel (the "Panel Decision") setting forth the Panel's determination that the Company had met the initial listing standards of the Nasdaq Global Market as of December 19, 2023 following the effectiveness of the Company's registration statement on Form S-1 (File No. 333- 275521) on such date, thereby resolving the deficiencies cited in the Original Notice. Further, the Panel Decision stated that the Panel granted the Company's request for continued listing on Nasdaq, subject to the Company filing a Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 on or before May 15, 2

Forward Looking Statements

Forward Looking Statements This Current Report contains "forward-looking 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 demonstrate stockholders equity in excess of $2.5 million as of March 31, 2024 and satisfy the conditions for continued listing set forth in the Panel Decision. These forward-looking statements are 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 risks and uncertainties discussed under the "Risk Factors" section of the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2024, 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-lookin

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Conversion Agreement 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 8, 2024 By: /s/ Peter Baird Name: Peter Baird Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR