SportsMap Tech to acquire Infrared Cameras Holdings in all-stock merger valued at ~$100M base equity

MultiSensor AI Holdings, Inc.

Base equity value of $100M adjusted for debt, cash, and option exercises; consideration in SPAC common stock at $10/share.
Earnout of up to 2.4M shares if stock hits $12.50 or ICI revenue reaches $68.5M by Dec 2024.
Transaction expected to close first half of 2023, subject to SPAC stockholder approval and other conditions.
Sponsor and major holders agreed to vote in favor and subject to lock-up: 50% released after 6 months or $12.50 trigger.
ICI stockholders to receive registration rights; debt and cash adjustments affect final exchange ratio.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MultiSensor AI Holdings, Inc. entered into Business Combination Agreement with Infrared Cameras Holdings, Inc. (effective 2022-12-05).

Action: entry
Agreement: merger
Counterparty: Infrared Cameras Holdings, Inc.
Effective: 2022-12-05

Exact text from the filing

On December 5, 2022, SportsMap Tech Acquisition Corp., a Delaware corporation (“ SportsMap ”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”), by and among SportsMap, Infrared Cameras Holdings, Inc., a Delaware corporation (“ ICI ”), and ICH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SportsMap (“ Merger Sub ”).

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MultiSensor AI Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-22-124911

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