MultiSensor AI Holdings, Inc. — fact timeline

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 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”

MultiSensor AI Holdings, Inc. shareholders approved Proposal 3B: A proposal to approve the change in authorized capital stock at the 2023-12-08 meeting.

“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”

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.

“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”

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 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”

MultiSensor AI Holdings, Inc. shareholders approved Proposal 1: A proposal to approve the Business Combination Agreement at the 2023-12-08 meeting.

“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”

MultiSensor AI Holdings, Inc. entered into Subscription Agreement with various investors, including David Gow, Steven Webster, and Oliver Luck valued at $6.805 million in convertible promissory notes (effective 2023-12-01).

“On December 1, 2023, SportsMap entered into a subscription agreement (the “Subscription Agreement”) with various investors (the “Financing Investors”), pursuant to which it will issue and sell to the Financing Investors an aggregate of $6.805 million in convertible promissory notes (the “Financing Notes”) in connection with the Closing (such transaction, the “Financing”).”

MultiSensor AI Holdings, Inc. incurred convertible notes of $6.805 million with various investors (the "Financing Investors") at 9% per annum maturing third anniversary of the Closing.

“On December 1, 2023, SportsMap entered into a subscription agreement (the “Subscription Agreement”) with various investors (the “Financing Investors”), pursuant to which it will issue and sell to the Financing Investors an aggregate of $6.805 million in convertible promissory notes (the “Financing Notes”) in connection with the Closing (such transaction, the “Financing”).”

MultiSensor AI Holdings, Inc. entered into Subscription Agreement with various investors (the "Financing Investors") valued at $6.805 million in convertible promissory notes (effective 2023-12-01).

“On December 1, 2023, SportsMap entered into a subscription agreement (the “Subscription Agreement”) with various investors (the “Financing Investors”), pursuant to which it will issue and sell to the Financing Investors an aggregate of $6.805 million in convertible promissory notes (the “Financing Notes”) in connection with the Closing (such transaction, the “Financing”).”

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).

“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 ”)”

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).

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

MultiSensor AI Holdings, Inc. amended Amendment No. 1 to the Business Combination Agreement with SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc. (effective 2023-06-27).

“On June 27, 2023, the parties to the Business Combination Agreement entered into Amendment No. 1 to the Business Combination Agreement (the “ Amendment ”) pursuant to which the parties agreed to extend the date by the the parties must consummate the Business Combination, or otherwise have the right to terminate the Business Combination Agreement, from June 30, 2023 to December 20, 2023, without any right of extension.”

MultiSensor AI Holdings, Inc. shareholders approved Approve adjournment of the Special Meeting to a later date if necessary to permit further solicitation of proxies in connection with Proposals 1 and 2. at the 2023-04-14 meeting.

“Proposal 3: For the approval the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 and 2. For Against Abstentions 11,752,564 459,284 0”

MultiSensor AI Holdings, Inc. shareholders approved Approve amendment to the Investment Management Trust Agreement to authorize the extension subject to Proposal 1 and its implementation. at the 2023-04-14 meeting.

“Proposal 2: A proposal to approve the amendment to the Investment Management Trust Agreement, dated October 18, 2021, by and between the Company and Continental Stock Transfer & Company, to authorize the extension subject to Proposal 1 above and its implementation by the Company. For Against Abstentions 11,759,704 448,592 3,552”

MultiSensor AI Holdings, Inc. shareholders approved Approve amendment of amended and restated certificate of incorporation to extend the date by which the company must consummate a business combination from April 20, 2023, monthly for up to eight additional months, until as late as December 20, 2023. at the 2023-04-14 meeting.

“Proposal 1: A proposal to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from April 20, 2023, monthly for up to eight additional months at the election of the Company, ultimately until as late as December 20, 2023. For Against Abstentions 11,759,704 448,592 3,552”

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

“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 ”).”

Oliver Luck was appointed as Director at MultiSensor AI Holdings, Inc..

“On the effective date of the Registration Statement, Reid Ryan, David Graff, Steve Webster, and Oliver Luck were appointed to the board of directors of the Company.”

Steve Webster was appointed as Director at MultiSensor AI Holdings, Inc..

“On the effective date of the Registration Statement, Reid Ryan, David Graff, Steve Webster, and Oliver Luck were appointed to the board of directors of the Company.”

David Graff was appointed as Director at MultiSensor AI Holdings, Inc..

“On the effective date of the Registration Statement, Reid Ryan, David Graff, Steve Webster, and Oliver Luck were appointed to the board of directors of the Company.”

Reid Ryan was appointed as Director at MultiSensor AI Holdings, Inc..

“On the effective date of the Registration Statement, Reid Ryan, David Graff, Steve Webster, and Oliver Luck were appointed to the board of directors of the Company.”