8-K
filed December 11, 2023, 6:59 PM ET
ticker MSAI
CIK 0001863990
other material
confidence high
sentiment negative
materiality 0.85
SportsMap Tech shareholders approve business combination with Infrared Cameras; ~93% of public shares redeemed
MultiSensor AI Holdings, Inc.
- All 7 proposals approved, including the Business Combination Agreement with Infrared Cameras Holdings.
- 1,521,011 of 1,634,944 public shares (93.0%) submitted for redemption prior to closing.
- Name change to Infrared Cameras Holdings, Inc. and authorized capital increase to 310M shares approved.
- Seven directors elected to the post-closing board effective at closing.
- Equity Incentive Plan and adjournment proposal also approved by wide margins.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 3A: A proposal to approve the name change from “SportsMap Tech Acquisition Corp.” to “Infrared Cameras Holdings, Inc.” at the 2023-12-08 meeting.
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 3A: A proposal to approve the name change from “SportsMap Tech Acquisition Corp.” to “Infrared Cameras Holdings, Inc.” For Against Abstentions 3,802,380 27,293 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 2: A proposal to approve and adopt the Proposed Certificate of Incorporation at the 2023-12-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 2: A proposal to approve and adopt the Proposed Certificate of Incorporation (as described in the Proxy Statement and a copy of which is attached to the Proxy Statement as Annex B) to replace the Company’s current certificate of incorporation. For Against Abstentions 3,802,379 27,294 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 1: A proposal to approve the Business Combination Agreement at the 2023-12-08 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 1: A proposal to approve the Business Combination Agreement, dated December 5, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SportsMap, ICH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SportsMap, and Infrared Cameras Holdings, Inc., a Delaware corporation, a copy of which is attached to the Proxy Statement as Annex A, and the transactions contemplated thereby (the “Business Combination”). For Against Abstentions 3,802,380 27,293 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 3C: A proposal to approve the provision in the Proposed Certificate of Incorporation regarding director removal only for cause at the 2023-12-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 3C: A proposal to to approve the provision in the Proposed Certificate of Incorporation such that the board or an individual director may be removed only for cause and only by affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of entitled to vote. Whereas our current certificate of incorporation allows for director removal only for cause and requires the affirmative vote of a majority of the voting power of all the then outstanding shares of capital stock. For Against Abstentions 3,800,380 29,293 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 4: A proposal to approve the issuance of more than 20% of the Company’s common stock in connection with the Business Combination at the 2023-12-08 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 4: A proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of the Company’s issued and outstanding shares of our common stock in connection with the Business Combination. For Against Abstentions 3,802,379 27,294 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 3E: A proposal to approve a provision in the Proposed Certificate of Incorporation to allow for amendment or repeal of the certificate by two-thirds vote at the 2023-12-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 3E: A proposal to to approve a provision in the Proposed Certificate of Incorporation to allow for the amendment or repeal of the Proposed Certificate of Incorporation of incorporation by an affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares. Whereas our current certificate of incorporation requires the affirmative vote of a majority of the voting power of all the then outstanding shares of capital stock in order to take such action. For Against Abstentions 3,802,380 27,293 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 3B: A proposal to approve the change in authorized capital stock at the 2023-12-08 meeting.
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 3B: A proposal to approve the change in authorized capital stock of SportsMap from 101,000,000 total shares, consisting of (a) 100,000,000 shares of common stock and (b) 1,000,000 shares of preferred stock, to 310,000,000 total shares, consisting of (x) 300,000,000 shares of common stock, and (y) 10,000,000 shares of preferred stock. For Against Abstentions 3,802,379 27,294 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 3F: A proposal to approve a provision in the Proposed Certificate of Incorporation that would remove stockholder ability to take action by written consent at the 2023-12-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 3F: A proposal to to approve a provision in the Proposed Certificate of Incorporation that would remove the ability for our stockholders to take action by written consent in lieu of a meeting, except that, if at any time voting preferred stock is outstanding, the preferred stockholders, voting separately as a series or separately as a class with one or more such series, may take action by written consent of the minimum number of such stockholders that would be necessary to take such action at a meeting, in lieu of a meeting and without prior notice and without a vote. For Against Abstentions 3,802,379 27,294 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 3G: A proposal to approve the removal of certain “blank check” company provisions at the 2023-12-08 meeting.
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 3G: A proposal to to approve the removal of certain “blank check” company provisions from our current certificate of incorporation. For Against Abstentions 3,802,380 27,293 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 6: A proposal to approve the Equity Incentive Plan at the 2023-12-08 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 6: A proposal to approve the Equity Incentive Plan (a copy of which is attached to the proxy statement in Annex F to the Proxy Statement). For Against Abstentions 3,800,379 29,294 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 3D: A proposal to approve a provision in the Proposed Certificate of Incorporation to allow for adoption, amendment or repeal of bylaws by two-thirds vote at the 2023-12-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 3D: A proposal to to approve a provision in the Proposed Certificate of Incorporation to allow for the adoption, amendment or repeal of our bylaws by an affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares. Whereas our current certificate of incorporation requires the affirmative vote of a majority of the voting power of all the then outstanding shares of capital stock in order to take such action. For Against Abstentions 3,802,379 27,294 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MultiSensor AI Holdings, Inc. shareholders approved Proposal 5: A proposal to elect the seven individuals as directors to the New ICI board, effective immediately upon the closing of the Business Combination at the 2023-12-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-12-08
Exact text from the filing
Proposal 5: A proposal to elect the seven individuals as directors to the New ICI board, effective immediately upon the closing of the Business Combination, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death. For Against Abstentions 3,802,380 27,293 0
View on SEC.gov
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