SportsMap and ICI amend merger agreement for RSU conversion and dilution adjustments

MultiSensor AI Holdings, Inc.

Amendment No. 2 executed Sept 17, 2023 addresses treatment of ICI restricted stock units in the business combination.
ICI RSU awards will convert into SportsMap common stock RSUs on substantially similar terms upon closing.
Definitions added for Company RSU Awards, Exchanged RSU Awards; Participating Fully Diluted Shares Outstanding updated for RSU shares.
Exchange Ratio and earnout calculations adjusted to include shares underlying RSU awards.
SportsMap will issue up to 2.4M earnout shares to equity holders, including RSU holders, upon a triggering event.

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 SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc. (effective 2022-12-05).

Action: entry
Agreement: merger
Counterparty: SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc.
Effective: 2022-12-05

Exact text from the filing

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

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

MultiSensor AI Holdings, Inc. amended Amendment No. 2 to the Business Combination Agreement with SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc. (effective 2023-09-17).

Action: amendment
Agreement: merger
Counterparty: SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc.
Effective: 2023-09-17

Exact text from the filing

On September 17, 2023, the parties to the Business Combination Agreement entered into Amendment No. 2 to the Business Combination Agreement (the “ Amendment ”)

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Source: SEC EDGAR

accession 0001104659-23-102012

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