8-K
filed December 21, 2023, 6:59 PM ET
ticker MSAI
CIK 0001863990
other material
confidence high
sentiment negative
materiality 0.80
MultiSensor AI Holdings, Inc. (MSAI): auditor change — Infrared Cameras Holdings closes SPAC merger; faces Nasdaq listing deficiency
MultiSensor AI Holdings, Inc.
- Business combination closed Dec 19, 2023; Legacy ICI merged into SMAP, now Infrared Cameras Holdings (MSAI, MSAIW).
- ~1.49M shares redeemed at ~$11/share (~$16.4M); 11,956,823 shares outstanding post-closing.
- Gary Strahan (CEO), Steve Winch (President), Peter Baird (CFO) appointed; new 7-member board.
- Nasdaq Notice of non-compliance: insufficient unrestricted publicly held shares & round lot holders; appeal planned.
- Issued $6.805M convertible notes and warrants to purchase 340,250 shares as part of Financing.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
MultiSensor AI Holdings, Inc. dismissed Marcum LLP as its auditor.
- Action
- dismissal
- Auditor
- Marcum LLP
Exact text from the filing
On December 19, 2023, the Audit Committee of the Board dismissed Marcum LLP (“Marcum”), SMAP’s independent registered public accounting firm prior to the business combination, as the Company’s independent registered public accounting firm effective upon consummation of the Closing.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.8
Peter Baird was appointed as Chief Financial Officer at MultiSensor AI Holdings, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Effective upon the consummation of the Business Combination, the Company entered into an amended and restated employment agreement with Gary Strahan, its Chief Executive Officer, Steve Winch, its President, and Peter Baird, its Chief Financial Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.8
Gary Strahan was appointed as Chief Executive Officer at MultiSensor AI Holdings, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Effective upon the consummation of the Business Combination, the Company entered into an amended and restated employment agreement with Gary Strahan, its Chief Executive Officer, Steve Winch, its President, and Peter Baird, its Chief Financial Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.8
Steve Winch was appointed as President at MultiSensor AI Holdings, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
Effective upon the consummation of the Business Combination, the Company entered into an amended and restated employment agreement with Gary Strahan, its Chief Executive Officer, Steve Winch, its President, and Peter Baird, its Chief Financial Officer.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MultiSensor AI Holdings, Inc.: Company ceased being a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased being a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MultiSensor AI Holdings, Inc.: Amended and restated certificate of incorporation approved and effective December 19, 2023 (effective 2023-12-19).
- Change
- charter amendment
- Effective
- 2023-12-19
Exact text from the filing
The Second Amended and Restated Certificate of Incorporation of ICI (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on December 19, 2023, includes the amendments proposed by the Charter Proposal.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MultiSensor AI Holdings, Inc.: Amended and restated bylaws approved and adopted by the board on December 19, 2023, effective upon the Business Combination (effective 2023-12-19).
- Change
- bylaw amendment
- Effective
- 2023-12-19
Exact text from the filing
On December 19, 2023, the Board approved and adopted the Amended and Restated Bylaws of ICI (the “Bylaws”), which became effective immediately prior to the completion of the Business Combination.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
MultiSensor AI Holdings, Inc. underwent a change of control involving SportsMap Tech Acquisition Corp. for stock-for-stock merger; holders of Legacy ICI common stock received 10.2776 shares of SportsMap Common Stock per share (closed 2023-12-19).
- Action
- change of control
- Counterparty
- SportsMap Tech Acquisition Corp.
- Consideration
- stock-for-stock merger; holders of Legacy ICI common stock received 10.2776 shares of SportsMap Common Stock per share
- Closing
- 2023-12-19
Exact text from the filing
Legacy ICI common stock, other than dissenting shares and shares held immediately prior to the Effective Time by Legacy ICI as treasury stock, converted into the right to receive 10.2776 shares of SportsMap Common Stock, based on the Exchange Ratio described in the Proxy Statement (the “Exchange Ratio”), (ii) each option to purchase shares of Legacy ICI common
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MultiSensor AI Holdings, Inc. entered into Business Combination Agreement with ICH Merger Sub, Inc. and Infrared Cameras Holdings, Inc. (effective 2022-12-05).
- Action
- entry
- Agreement
- merger
- Counterparty
- ICH Merger Sub, Inc. and Infrared Cameras Holdings, Inc.
- Effective
- 2022-12-05
Exact text from the filing
SMAP entered into a Business Combination Agreement (the “Business Combination Agreement”), dated December 5, 2022, as amended June 27, 2023 and September 5, 2023, with ICH Merger Sub, Inc., a direct wholly-owned subsidiary of SMAP (“Merger Sub”), and Infrared Cameras Holdings, Inc., a Delaware corporation (“Legacy ICI”).
View on SEC.gov
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