MultiSensor AI Holdings Enters Material Agreement

TL;DR

MSAI signed a big deal, sold some stock, and filed financials. Big moves ahead.

AI Summary

On April 16, 2024, MultiSensor AI Holdings, Inc. (formerly Infrared Cameras Holdings, Inc. and Sportsmap Tech Acquisition Corp.) entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This filing indicates a significant new business development or transaction for MultiSensor AI Holdings, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

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 16, 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
• $25,000,000 — to B. Riley Principal Capital II up to $25,000,000 of newly issued shares of the Company's
• $3.08 — se Agreement, if any, equals or exceeds $3.08 per share (representing the lower of (a
• $2.91 — Agreement (assuming a purchase price of $2.91 per Commitment Share, representing the
• $500,000 — pay B. Riley Principal Capital II up to $500,000, in cash, as a "make-whole" payment to
• $75,000 — counsel in an amount not to exceed (i) $75,000 upon our execution of the Purchase Agre
• $5,000 — Registration Rights Agreement and (ii) $5,000 per fiscal quarter, in each case in con

Filing Documents

• tm249917d3_8k.htm (8-K) — 60KB
• tm249917d3_ex10-1.htm (EX-10.1) — 549KB
• tm249917d3_ex10-2.htm (EX-10.2) — 188KB
• 0001104659-24-047986.txt ( ) — 1177KB
• msai-20240416.xsd (EX-101.SCH) — 4KB
• msai-20240416_def.xml (EX-101.DEF) — 26KB
• msai-20240416_lab.xml (EX-101.LAB) — 36KB
• msai-20240416_pre.xml (EX-101.PRE) — 25KB
• tm249917d3_8k_htm.xml (XML) — 8KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On April 16, 2024, MultiSensor AI Holdings, Inc. (the " Company ") entered into a Common Stock Purchase Agreement (the " Purchase Agreement ") and a related Registration Rights Agreement (the " Registration Rights Agreement "), each dated as of April 16, 2024, with B. Riley Principal Capital II, LLC (" B. Riley Principal Capital II "). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to B. Riley Principal Capital II up to $25,000,000 of newly issued shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock by the Company to B. Riley Principal Capital II pursuant to the Purchase Agreement, and the timing of any such sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement. Upon the initial satisfaction of each of the conditions to B. Riley Principal Capital II's purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions, the " Commencement ", and the date on which the Commencement occurs, the " Commencement Date ") including that a registration statement registering under the Securities Act of 1933, as amended (the " Securities Act "), the resale by B. Riley Principal Capital II of shares of Common Stock issued to it by the Company under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the " SEC ") pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, the Company will have the right, but not the obligation,

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety. The securities that have been or may be issued under the Purchase Agreement are being offered and sold by the Company in a transaction exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. B. Riley Principal Capital II represented to the Company in the Purchase Agreement that it is an "accredited investor," as defined in Regulation D, and is acquiring the securities under the Purchase Agreement for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public distribution thereof in violation of the Securities Act or any applicable state securities or "Blue Sky" laws. Accordingly, the offer and sale by the Company of the securities that have been or may be issued to B. Riley Principal Capital II under the Purchase Agreement is not being registered under the Securities Act or any applicable state securities or "Blue Sky" laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or "Blue Sky" laws. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Common Stock Purchase Agreement, dated April 16, 2024, between MultiSensor AI Holdings, Inc. and B. Riley Principal Capital II, LLC 1 0.2 Registration Rights Agreement, dated April 16, 2024 by and between MultiSensor AI Holdings, Inc. and B. Riley Principal Capital II, LLC 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 16, 2024 By: /s/ Peter Baird Name: Peter Baird Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR