Основная статистика
| CIK | 1863990 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to MultiSensor AI Holdings, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 13, 2025 |
MultiSensor AI Announces Second Quarter 2025 Results Exhibit 99.1 MultiSensor AI Announces Second Quarter 2025 Results Houston, TX, August 13, 2025 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (the “Company” or “MSAI”), a pioneer in condition-based monitoring and predictive maintenance, today announced financial results for the second quarter ended June 30, 2025. Asim Akram, CEO and President, commented: “Our actions in my first 30 days have been |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001- |
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| June 6, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 4, 2025 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Num |
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| June 6, 2025 |
Letter of Deloitte & Touche LLP dated June 5, 2025 Exhibit 16.1 June 5, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of MultiSensor AI Holdings, Inc.’s Form 8-K dated June 4, 2025, and have the following comments: 1. We agree with the statements made in the first through fourth paragraphs regarding the dismissal of Deloitte & Touche LLP as the Company’s Independent |
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| June 6, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 4, 2025 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Num |
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| June 2, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into among MultiSensor AI Holdings, Inc., a Delaware corporation (formerly known as Infrared Cameras, Holdings, Inc., the “Company”), Infrared Cameras, Inc., a Texas Corporation (“ICI”) and Asim Akram (the “Executive”) and sets out the general terms of the Executive’s employment, duties, and compensation. WHER |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 29, 2025 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Num |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Nu |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001 |
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| May 13, 2025 |
MultiSensor AI Announces First Quarter 2025 Results Exhibit 99.1 MultiSensor AI Announces First Quarter 2025 Results Houston, TX, May 13, 2025 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (the “Company” or “MSAI”), a pioneer in condition-based monitoring and predictive maintenance enabling Industry 4.0, announced results for the first quarter ended March 31, 2025. Trip Flavin, Interim CEO, commented: "We anticipated a challenging year over year c |
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| May 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Nu |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a.101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidentia |
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| April 25, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a.101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Sta |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4091 |
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| March 28, 2025 |
EXHIBIT 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MULTISENSOR ai HOLDINGS, INC. (Effective December 19, 2023, as amended through February 9, 2024) ARTICLE I NAME The name of the corporation is MultiSensor AI Holdings, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Stre |
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| March 28, 2025 |
Exhibit 99.1 MultiSensor AI Announces Fourth Quarter and Full Year 2024 Results Full Year Revenue Increased 36% to $7.4 million. Software Revenue increased 30% to $1.0 million Increased Liquidity Further Strengthens Balance Sheet Houston, TX, March 28, 2025 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (the “Company” or “MSAI”), a pioneer in condition-based monitoring and predictive maintenance e |
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| March 28, 2025 |
Insider Trading Policies and Procedures EXHIBIT 19.1 Insider Trading Compliance Policy and Procedures MultiSensor AI Holdings, Inc. Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. |
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| March 28, 2025 |
Second Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. EXHIBIT 3.2 Second Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 1 2.5 Notice of Nominations for El |
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| March 28, 2025 |
MultiSensor AI Holdings, Inc. Up to $8,625,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-284437 PROSPECTUS SUPPLEMENT (To Prospectus dated January 30, 2025) MultiSensor AI Holdings, Inc. Up to $8,625,000 Common Stock We have entered into an at market issuance sales agreement (the “Sales Agreement”), with B. Riley Securities, Inc. (“B. Riley”), dated March 28, 2025, relating to the sale of shares of our common stock, par value $0.00 |
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| March 28, 2025 |
Exhibit 1.1 MULTISENSOR AI HOLDINGS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement March 28, 2025 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Agent”) as follows: |
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| March 28, 2025 |
Form of Restricted Stock Unit Grant Notice and Agreement as Amended (2023 Incentive Award Plan) Exhibit 10.20 MULTISENSOR AI HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Multi |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| February 11, 2025 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into among MultiSensor AI Holdings, Inc., a Delaware corporation (formerly known as Infrared Cameras, Holdings, Inc., the “Company”), Infrared Cameras, Inc., a Texas Corporation (“ICI”) and Peter Baird (the “Executive”) and sets out the general terms of the Executiv |
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| February 11, 2025 |
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into among MultiSensor AI Holdings, Inc., a Delaware corporation (formerly known as Infrared Cameras, Holdings, Inc., the “Company”), Infrared Cameras, Inc., a Texas Corporation (“ICI”) and Robert Nadolny (the “Executive”) and sets out the general terms of the Executiv |
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| February 11, 2025 |
Exhibit 10.3 MSAI Letterhead February 5, 2025 Stuart V. Flavin, III Interim CEO and Interim President Email: [email protected] Re: Compensation Summary Dear Mr. Flavin: Please let this letter confirm the understanding between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”) and you regarding your compensation in your position as Interim CEO and Interim President of the Comp |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001- |
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| January 31, 2025 |
Filed Pursuant to Rule 424(b(3) Registration No. 333-284438 PROSPECTUS MultiSensor AI Holdings, Inc. Resale of up to 20,565,946 Shares of Common Stock Resale of up to 39,450 Private Placement Warrants Issuance of up to 9,131,250 Shares of Common Stock underlying Warrants This prospectus relates to (x) the resale, from time to time, by the selling securityholders identified in this prospectus (the |
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| January 28, 2025 |
MultiSensor AI Holdings, Inc. 2105 West Cardinal Drive Beaumont, TX 77705 January 28, 2025 MultiSensor AI Holdings, Inc. 2105 West Cardinal Drive Beaumont, TX 77705 January 28, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Conlon Danberg Re: MultiSensor AI Holdings, Inc. Registration Statement on Form S-3 File No. 333-284437 To the addressee set forth above: In accordance with Rul |
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| January 28, 2025 |
MultiSensor AI Holdings, Inc. 2105 West Cardinal Drive Beaumont, TX 77705 January 28, 2025 MultiSensor AI Holdings, Inc. 2105 West Cardinal Drive Beaumont, TX 77705 January 28, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Conlon Danberg Re: MultiSensor AI Holdings, Inc. Registration Statement on Form S-3 File No. 333-284438 To the addressee set forth above: In accordance with Rul |
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| January 23, 2025 |
Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| January 23, 2025 |
As filed with the Securities and Exchange Commission on January 23, 2025 As filed with the Securities and Exchange Commission on January 23, 2025 Registration No. |
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| January 23, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) MultiSensor AI Holdings, Inc. |
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| January 23, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) MultiSensor AI Holdings, Inc. |
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| January 23, 2025 |
As filed with the Securities and Exchange Commission on January 23, 2025 As filed with the Securities and Exchange Commission on January 23, 2025 Registration No. |
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| January 23, 2025 |
Exhibit 4.2 MULTISENSOR AI HOLDINGS, INC. INDENTURE Dated as of , 2025 U.S. Bank Trust Company, National Association Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Secti |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2025 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| January 6, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278979 PROSPECTUS SUPPLEMENT NO. 7 (to prospectus dated May 13, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278979). This prospectus supplement |
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| January 6, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 10 (to prospectus dated April 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). This prospectus supple |
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| January 6, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280826 PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated July 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280826). This prospectus supplemen |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 6, 2025 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| November 27, 2024 |
Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into among MSAI Operating, Inc., a Delaware corporation (the “Company”), Infrared Cameras, Inc., a Texas Corporation and wholly owned subsidiary of the Company (“ICI”) and Gary Strahan (“Strahan”), and together with the Company and ICI, the “Parties”), and sets out the general terms of Strahan’s consulting service |
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| November 27, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278979 PROSPECTUS SUPPLEMENT NO. 6 (to prospectus dated May 13, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278979). This prospectus supplement |
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| November 27, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280826 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated July 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280826). This prospectus supplemen |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 26, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission Fil |
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| November 27, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 9 (to prospectus dated April 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). This prospectus supplem |
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| November 13, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278979 PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated May 13, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278979). This prospectus supplement is |
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| November 13, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 8 (to prospectus dated April 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). This prospectus suppleme |
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| November 13, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280826 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated July 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280826). This prospectus supplement |
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| November 12, 2024 |
Exhibit 99.1 MultiSensor AI Announces Third Quarter 2024 Results Capital raise strengthens the Company’s balance sheet positioning the Company for future growth and investment in innovation. Houston, TX, November 12, 2024 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (the “Company” or “MSAI”), a pioneer in AI-powered industrial condition-based maintenance and process control solutions announced r |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 or ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission Fi |
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| September 25, 2024 |
MSAI / MultiSensor AI Holdings, Inc. / 325 CAPITAL LLC Activist Investment SC 13D/A 1 sc13da11328100409252024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 MultiSensor AI Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secu |
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| August 26, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 23, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| August 19, 2024 |
Exhibit 99.1 MultiSensor AI Announces Second Quarter 2024 Results Second quarter revenue grew 59% as the Company continues to scale operations Recent capital raise and debt conversion represent meaningful inflection points, strengthening the Company’s balance sheet and financial flexibility Houston, TX, August 14, 2024 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI), a pioneer in AI-powered industr |
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| August 19, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| August 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278979 PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated May 13, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278979). This prospectus supplement |
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| August 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280826 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated July 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280826). This prospectus supplemen |
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| August 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 7 (to prospectus dated April 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). This prospectus supplem |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 or ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001- |
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| August 5, 2024 |
TABLE OF CONTENTS United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule |
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| July 29, 2024 |
Up to 9,375,000 Shares MultiSensor AI Holdings, Inc. Common Stock Table of Contents PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-280826 Up to 9,375,000 Shares MultiSensor AI Holdings, Inc. Common Stock On July 1, 2024, we issued and sold pursuant to a Securities Purchase Agreement, dated June 27, 2024 (the “Purchase Agreement”), with certain accredited investors (the “Selling Securityholders”) in a private placement, 2,772,561 shares (the “PI |
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| July 24, 2024 |
MULTISENSOR AI HOLDINGS, INC. 2105 West Cardinal Drive Beaumont, Texas 77705 MULTISENSOR AI HOLDINGS, INC. 2105 West Cardinal Drive Beaumont, Texas 77705 July 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: MultiSensor AI Holdings, Inc. Registration Statement on Form S-1 File No. 333-280826 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, MultiSensor AI Holdings, Inc., a |
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| July 16, 2024 |
As filed with the Securities and Exchange Commission on July 15, 2024 Table of Contents As filed with the Securities and Exchange Commission on July 15, 2024 Registration No. |
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| July 16, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) MultiSensor AI Holdings, Inc. |
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| July 12, 2024 |
TABLE OF CONTENTS United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40916 (Co |
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| July 10, 2024 |
Amendment No. 2 to the Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. Exhibit 3.1 Amendment No. 2 to the Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. (f/k/a Infrared Cameras Holdings, Inc.) The Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. (the “Bylaws”), are hereby amended as follows: Article III, Section 3.7 of the Bylaws is deleted in its entirety and replaced with the following: 3.7 Regular Meetings. Regular meetings of the Board m |
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| July 3, 2024 |
EX-99.5 2 ex995tosc13d13281004070324.htm JOINT FILING AGREEMENT Exhibit 99.5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $ |
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| July 3, 2024 |
MSAI / MultiSensor AI Holdings, Inc. / 325 CAPITAL LLC - THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 MultiSensor AI Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 456948108 (CUSIP Number) Michael |
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| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MULTISENSOR AI HOLDINGS INC COM (Name of Issuer) (Title of Class of Securities) 456948108 (CUSIP Number) July 02, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| July 1, 2024 |
Exhibit 1.2 Execution Version PLACEMENT AGENCY AGREEMENT June 27, 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $15,000,000.00 of securities of |
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| July 1, 2024 |
Registration Rights Agreement, dated July 1, 2024, by and between the Company and 325 Capital, LLC Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of July 1, 2024, between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the |
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| July 1, 2024 |
Exhibit 99.2 MultiSensor AI Holdings, Inc. Announces Closing of $10 Million Public Offering, Exercise of $1.5 Million Over-Allotment Option, Concurrent $15 Million Private Placement And Appointment of Daniel M. Friedberg to the Board of Directors Beaumont, Texas, July 1, 2024 – MultiSensor AI Holdings, Inc. (Nasdaq: MSAI) (“MSAI” or the “Company”), a pioneer in AI-powered industrial condition-base |
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| July 1, 2024 |
Exhibit 1.1 Execution Version 6,250,000 Shares MULTISENSOR AI HOLDINGS, INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT June 27, 2024 June 27, 2024 Roth Capital Partners, LLC As the Representative of the Several Underwriters Named on Schedule I hereto 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: MultiSensor AI Holdings, Inc., a Delaware |
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| July 1, 2024 |
Voting Agreement, dated July 1, 2024, by and among the Company and certain Key Holders Exhibit 9.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of July 1, 2024, is by and among MultiSensor AI Holdings, Inc., a Delaware corporation with offices located at 2105 West Cardinal Drive, Beaumont, Texas 77705 (the “Company”), and each Person listed on Schedule A hereto (each, a “Key Holder” and, collectively with the Company, the “Parties”). Except as otherwise define |
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| July 1, 2024 |
Securities Purchase Agreement, dated June 27, 2024, by and between the Company and 325 Capital, LLC Exhibit 10.1 **Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2024 (the “Subscription Date”), between MultiSensor AI Holdings, Inc., a Delaware corporati |
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| July 1, 2024 |
Exhibit 99.1 MultiSensor AI Holdings, Inc. Announces Pricing of $10 Million Public Offering and Concurrent $15 Million Private Placement for a total of $25 Million Beaumont, Texas, June 28, 2024 – MultiSensor AI Holdings, Inc. (Nasdaq: MSAI) (“MSAI” or the “Company”), a pioneer in AI-powered industrial condition-based maintenance and process control solutions, today announced the pricing of a firm |
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| July 1, 2024 |
6,250,000 Shares MultiSensor AI Holdings, Inc. Common Stock Table of Contents PROSPECTUS Filed pursuant to Rule 424(b)(5) Registration No. 333-280016 6,250,000 Shares MultiSensor AI Holdings, Inc. Common Stock This is a public offering of shares of common stock, par value $0.0001 per share (“Common Stock”), of MultiSensor AI Holdings, Inc. We are offering 6,250,000 shares of our Common Stock at a public offering price of $1.60 per share. Our Common Stock i |
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| July 1, 2024 |
Exhibit 4.1 Execution Version PRE-FUNDED COMMON STOCK PURCHASE WARRANT mULTISENSOR AI HOLDINGS, INC. Warrant Shares: [•] Issue Date: July 1, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, 325 Capital, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 27, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Nu |
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| June 26, 2024 |
Exhibit 9.1 **Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit. VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of June [], 2024, is by and among MultiSensor AI Holdings, Inc., a Delaware corporation with offices located at 2105 West Cardinal D |
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| June 26, 2024 |
As filed with the Securities and Exchange Commission on June 26, 2024 Table of Contents As filed with the Securities and Exchange Commission on June 26, 2024 Registration No. |
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| June 26, 2024 |
Form of PIPE Lock-Up Agreement Exhibit 10.17 Form of Lock-Up Agreement [•], 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that [] (the “Purchaser”) proposes to enter into a securities purchase agreement (the “Purchase Agreement”) with MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), relating to a proposed private offering of |
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| June 26, 2024 |
Form of Securities Purchase Agreement Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June [], 2024 (the “Subscription Date”), between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, su |
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| June 26, 2024 |
Form of PIPE Pre-Funded Warrant Exhibit 4.5 PRE-FUNDED COMMON STOCK PURCHASE WARRANT MULTISENSOR AI HOLDINGS, INC. Warrant Shares: [·] Issue Date: [·], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da |
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| June 26, 2024 |
Form of PIPE Registration Rights Agreement Exhibit 10.18 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of June [ ], 2024, between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to t |
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| June 24, 2024 |
MULTISENSOR AI HOLDINGS, INC. 2105 West Cardinal Drive Beaumont, Texas 77705 MULTISENSOR AI HOLDINGS, INC. 2105 West Cardinal Drive Beaumont, Texas 77705 June 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: MultiSensor AI Holdings, Inc. Registration Statement on Form S-1 File No. 333-280016 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, MultiSensor AI Holdings, Inc., a |
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| June 24, 2024 |
As filed with the Securities and Exchange Commission on June 21, 2024 Table of Contents As filed with the Securities and Exchange Commission on June 21, 2024 Registration No. |
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| June 24, 2024 |
June 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: MultiSensor AI Holdings, Inc. Registration Statement on Form S-1 File No. 333-280016 Acceleration Request Requested Date: June 26, 2024 Requested Time: 5:00 PM, Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), |
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| June 24, 2024 |
Form of Underwriting Agreement **Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit. Exhibit 1.1 [•] Shares MULTISENSOR AI HOLDINGS, INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT [•], 2024 [•], 2024 Roth Capital Partners, LLC As the Representative of the Several Underwriter |
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| June 18, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278979 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated May 13, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278979). This prospectus supplement |
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| June 18, 2024 |
As filed with the Securities and Exchange Commission on June 18, 2024 As filed with the Securities and Exchange Commission on June 18, 2024 Registration No. |
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| June 18, 2024 |
Form of Underwriting Agreement **Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit. Exhibit 1.1 [●] Shares MULTISENSOR AI HOLDINGS, INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT [●], 2024 [●], 2024 Roth Capital Partners, LLC As the Representative of the Several Underwriter |
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| June 18, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 6 (to prospectus dated April 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). This prospectus supplem |
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| June 17, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 17, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Nu |
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| June 17, 2024 |
As filed with the Securities and Exchange Commission on June 17, 2024 Table of Contents As filed with the Securities and Exchange Commission on June 17, 2024 Registration No. |
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| June 7, 2024 |
As filed with the Securities and Exchange Commission on June 6, 2024 Table of Contents As filed with the Securities and Exchange Commission on June 6, 2024 Registration No. |
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| June 7, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) MultiSensor AI Holdings, Inc. |
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| June 5, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated April 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). This prospectus supplem |
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| June 5, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278979 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated May 13, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278979). This prospectus supplement |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MULTISENSOR AI HOLDINGS INC COM (Name of Issuer) (Title of Class of Securities) 456948108 (CUSIP Number) June 04, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule |
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| June 4, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Nu |
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| June 4, 2024 |
MultiSensor AI Announces Compliance With Nasdaq Continued Listing Criteria Exhibit 99.1 FOR IMMEDIATE RELEASE MultiSensor AI Announces Compliance With Nasdaq Continued Listing Criteria Houston, Texas, June 4, 2024 – MultiSensor AI Holdings, Inc. (Nasdaq: MSAI, MSAIW), a pioneer in AI-powered industrial condition-based maintenance and process control solutions, today announced that it received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) indicating tha |
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| May 20, 2024 |
Exhibit 99.1 MultiSensor AI Announces First Quarter 2024 Results Strong top-line expansion and balance sheet improvements support the foundation for further growth Houston, TX, May 16, 2024 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI), a pioneer in AI-powered industrial condition-based maintenance and process control solutions announced results for the first quarter ended March 31, 2024. Financi |
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| May 20, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Nu |
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| May 16, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278979 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated May 13, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278979). This prospectus supplement is |
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| May 16, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated April 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). This prospectus supplem |
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| May 16, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated April 26, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). This prospectus supplemen |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001 |
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| May 13, 2024 |
MultiSensor AI Holdings, Inc. Resale of up to 5,300,000 Shares of Common Stock TABLE OF CONTENTS File Pursuant to Rule 424(b)(3) Registration No. 333-278979 PROSPECTUS MultiSensor AI Holdings, Inc. Resale of up to 5,300,000 Shares of Common Stock This prospectus relates to the offer and sale of up to 5,300,000 shares of our common stock, par value $0.0001 per share, or Common Stock, by B. Riley Principal Capital II, LLC, whom we refer to in this prospectus as “B. Riley Pr |
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| May 10, 2024 |
Form of Note Amendment to the Convertible Promissory Note, dated as of December 19, 2023 Exhibit 10.1 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND NOTICE OF CONVERSION May 10, 2024 THIS AMENDMENT AND NOTICE OF CONVERSION to the Convertible Promissory Note, dated as of December 19, 2023 (the “Note”), by and among MultiSensor AI Holdings, a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), and the undersigned Note holder, is effective as of the date first wri |
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| May 10, 2024 |
MULTISENSOR AI HOLDINGS, INC. 2105 West Cardinal Drive Beaumont, Texas 77705 May 10, 2024 MULTISENSOR AI HOLDINGS, INC. 2105 West Cardinal Drive Beaumont, Texas 77705 May 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: MultiSensor AI Holdings, Inc. Registration Statement on Form S-1 File No. 333-278979 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, MultiSensor AI Holdings, Inc., a D |
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| May 10, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File Nu |
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| May 7, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated April 29, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). Capitalized terms used |
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| May 1, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| May 1, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated April 29, 2024) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). This prospectus supplem |
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| May 1, 2024 |
Form of Note Amendment to the Convertible Promissory Note, dated as of December 19, 2023 Exhibit 10.1 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND NOTICE OF CONVERSION April 30, 2024 THIS AMENDMENT AND NOTICE OF CONVERSION to the Convertible Promissory Note, dated as of December 19, 2023 (the “Note”), by and among MultiSensor AI Holdings, a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), and the undersigned Note holder, is effective as of the date first w |
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| April 29, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy |
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| April 29, 2024 |
As filed with the Securities and Exchange Commission on April 29, 2024 Table of Contents As filed with the Securities and Exchange Commission on April 29, 2024 Registration No. |
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| April 29, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-278793 PROSPECTUS MultiSensor AI Holdings, Inc. Resale of up to 16,693,916 Shares of Common Stock Resale of 506,250 Private Placement Warrants Issuance of up to 9,131,250 Shares of Common Stock underlying Warrants This prospectus relates to (i) the resale of up to 3,550,000 shares (the “Legacy SMAP Shares”) of common stock, |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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| April 29, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) MultiSensor AI Holdings, Inc. |
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| April 24, 2024 |
MultiSensor AI Holdings, Inc. 2105 West Cardinal Drive Beaumont, Texas 77705 MultiSensor AI Holdings, Inc. 2105 West Cardinal Drive Beaumont, Texas 77705 April 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: MultiSensor AI Holdings, Inc Registration Statement on Form S-1 File No. 333-278793 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, MultiSensor AI Holdings, Inc. a D |
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| April 18, 2024 |
As filed with the Securities and Exchange Commission on April 18, 2024 Table of Contents As filed with the Securities and Exchange Commission on April 18, 2024 Registration No. |
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| April 18, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy |
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| April 18, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) MultiSensor AI Holdings, Inc. |
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| April 18, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-275521 PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated December 19, 2023) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated December 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-275521). This prospectus s |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| April 17, 2024 |
Exhibit 10.1 Execution Version CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMAT |
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| April 17, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT Execution Version This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 16, 2024, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into th |
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| April 9, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-275521 PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated December 19, 2023) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated December 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-275521). This prospectus sup |
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| April 8, 2024 |
Exhibit 10.1 April 5, 2024 [NOTEHOLDER NAME] Re: Note Conversion Inducement Offer and Notice of Conversion Dear MultiSensor AI Noteholder: MultiSensor AI Holdings, Inc. (the “Company”) is pleased to offer to you the opportunity to receive newly issued shares (“Inducement Shares”) of the Company’s common stock, par value $0.0001 (“Common Stock”) in consideration for the conversion of the Convertibl |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File N |
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| April 4, 2024 |
Exhibit 10.1 March [], 2024 [NOTEHOLDER NAME] Re: Note Conversion Inducement Offer and Notice of Conversion Dear MultiSensor AI Noteholder: MultiSensor AI Holdings, Inc. (the “Company”) is pleased to offer to you the opportunity to receive newly issued shares (“Inducement Shares”) of the Company’s common stock, par value $0.0001 (“Common Stock”) in consideration for the conversion of the Convertib |
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| April 4, 2024 |
Form of Note Amendment to the Convertible Promissory Note, dated as of December 19, 2023 Exhibit 10.2 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND NOTICE OF CONVERSION March 31, 2024 THIS AMENDMENT AND NOTICE OF CONVERSION to the Convertible Promissory Note, dated as of December 19, 2023 (the “Note”), by and among MultiSensor AI Holdings, a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), and the undersigned Note holder, is effective as of the date first w |
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| April 4, 2024 |
Exhibit 10.3 SUBSCRIPTION AGREEMENT This Subscription Agreement (“Agreement”) is made and entered into as of March 31, 2024 (“Effective Date”), by and between MultiSensor AI Holdings, Inc., a Delaware corporation, (the “Company”), and the undersigned purchaser (the “Purchaser”). RECITALS WHEREAS, the Company has an obligation to the Purchaser in the amount of $200,000 (the “Obligation”); WHEREAS, |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-4091 |
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| April 4, 2024 |
Pro forma Statement of Liabilities and Shareholders’ Equity as of December 31, 2023 (unaudited) Exhibit 99.1 Pro forma Statement of Liabilities and Shareholders’ Equity as of December 31, 2023 (unaudited) Liabilities and shareholders' equity As of December 31, 2023* Pro Forma Adjustment # 1 Pro Forma Adjustment # 2 Pro Forma Adjustment # 3 Pro Forma Adjustment #4 Pro Forma As of December 31, 2023 Current liabilities Trade accounts payable 2,630 2,630 Income taxes payable 991 991 Accrued expe |
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| April 2, 2024 |
As filed with the Securities and Exchange Commission on April 1, 2024 As filed with the Securities and Exchange Commission on April 1, 2024 Registration No. |
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| April 2, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-275521 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated December 19, 2023) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated December 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-275521). This prospectus s |
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| April 2, 2024 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) MultiSensor AI Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 2020 Equity Incentiv |
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| April 1, 2024 |
Exhibit 10.2 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND NOTICE OF CONVERSION March 31, 2024 THIS AMENDMENT AND NOTICE OF CONVERSION to the Convertible Promissory Note, dated as of December 19, 2023 (the “Note”), by and among MultiSensor AI Holdings, a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), and the undersigned Note holder, is effective as of the date first w |
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| April 1, 2024 |
Exhibit 10.3 SUBSCRIPTION AGREEMENT This Subscription Agreement (“Agreement”) is made and entered into as of March 31, 2024 (“Effective Date”), by and between MultiSensor AI Holdings, Inc., a Delaware corporation, (the “Company”), and the undersigned purchaser (the “Purchaser”). RECITALS WHEREAS, the Company has an obligation to the Purchaser in the amount of $200,000 (the “Obligation”); WHEREAS, |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| April 1, 2024 |
Pro forma Statement of Liabilities and Shareholders’ Equity as of December 31, 2023 (unaudited) Exhibit 99.1 Pro forma Statement of Liabilities and Shareholders’ Equity as of December 31, 2023 (unaudited) Liabilities and shareholders' equity As of December 31, 2023* Pro Forma Adjustment # 1 Pro Forma Adjustment # 2 Pro Forma Adjustment # 3 Pro Forma Adjustment #4 Pro Forma As of December 31, 2023 Current liabilities Trade accounts payable 2,630 2,630 Income taxes payable 991 991 Accrued expe |
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| April 1, 2024 |
Exhibit 10.1 March [], 2024 [NOTEHOLDER NAME] Re: Note Conversion Inducement Offer and Notice of Conversion Dear MultiSensor AI Noteholder: MultiSensor AI Holdings, Inc. (the “Company”) is pleased to offer to you the opportunity to receive newly issued shares (“Inducement Shares”) of the Company’s common stock, par value $0.0001 (“Common Stock”) in consideration for the conversion of the Convertib |
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| March 29, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-275521 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated December 19, 2023) MultiSensor AI Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated December 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-275521). This prospectus s |
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| March 29, 2024 |
Exhibit 4.2 REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the capital stock and publicly traded warrants of MultiSensor AI Holdings, Inc. (“MSAI,” the “Company,” “we,” “us,” and “our”) and certain provisions of our second amended and restated certificate of incorporation (the “Second Amended & Restated Certificate |
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| March 29, 2024 |
Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan. Exhibit 10.14 INFRARED CAMERAS HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used i |
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| March 29, 2024 |
Policy for Recovery of Erroneously Awarded Compensation Exhibit 97.1 INFRARED CAMERAS HOLDINGS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Infrared Cameras Holdings, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of December 19, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Per |
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| March 29, 2024 |
As filed with the Securities and Exchange Commission on March 29, 2024 As filed with the Securities and Exchange Commission on March 29, 2024 Registration No. |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4091 |
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| March 27, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File |
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| March 7, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission File N |
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| March 7, 2024 |
Earnout Waiver Agreement dated March 7, 2024 Exhibit 10.1 EARNOUT WAIVER AGREEMENT This Earnout Waiver Agreement, effective as of March 7, 2024 (this “Waiver”), is by and among MultiSensor AI Holdings, Inc., a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), MSAI Operating, Inc., a Delaware corporation (f/k/a Infrared Cameras Holdings, Inc., “ICI”), and the other signatory parties listed in the signature blocks s |
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| March 7, 2024 |
Lock-Up Waiver Agreement dated March 7, 2024 Exhibit 10.2 LOCK-UP WAIVER AGREEMENT This Lock-Up Waiver Agreement, effective as of March 7, 2024 (this “Waiver”), is by and among MultiSensor AI Holdings, Inc., a Delaware corporation (f/k/a Infrared Cameras Holdings, Inc., the “Company”), and the other signatory parties listed in the signature blocks set forth below. Reference is hereby made to that certain Lock-Up Agreement, dated as of Decemb |
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| March 7, 2024 |
Prospectus Supplement No. 1 (to Prospectus dated December 19, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-275521 PROSPECTUS MultiSensor AI Holdings, Inc. Resale of up to 17,841,456 Shares of Common Stock Resale of 506,250 Private Placement Warrants Issuance of up to 10,263,655 Shares of Common Stock underlying Warrants and Options This prospectus supplement updates, amends and su |
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| March 7, 2024 |
MultiSensor AI Announces Waiver of Earnout Share Issuance and Release of Lock-Up Restrictions Exhibit 99.1 FOR IMMEDIATE RELEASE MultiSensor AI Announces Waiver of Earnout Share Issuance and Release of Lock-Up Restrictions Houston, Texas, March 7, 2024 – MultiSensor AI Holdings, Inc. (Nasdaq: MSAI), a leader in the emerging AI-driven predictive maintenance space, today announced that it had entered into an agreement (the “Earnout Waiver Agreement”) to terminate a provision of its Business |
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| February 20, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2024 MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission Fi |
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| February 12, 2024 |
Amendment to the Amended and Restated Bylaws of Multi Sensor AI Holdings, Inc. Exhibit 3.2 AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED BYLAWS OF INFRARED CAMERAS HOLDINGS, INC. Approved by the Board of Directors: February 6, 2024 The Second Amended and Restated Bylaws, as may be amended and/or restated from time to time (the “Bylaws”) of MultiSensor AI Holdings, Inc. (f/k/a Infrared Cameras Holdings, Inc.), a Delaware corporation (the “Company”), are hereby amended as |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2024 (February 6, 2024) MultiSensor AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-4 |
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| February 12, 2024 |
Name Change Reflects Evolution into SaaS Leader in Industrial Predictive Maintenance Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Andrew Klobucar Director of Marketing MultiSensor AI [email protected] www.multisensorai.com February 12, 2024 Infrared Cameras Holdings, Inc. Changes Its Name to MultiSensor AI Holdings, Inc. - A Bold New Chapter in MultiSensor AI’s Journey Name Change Reflects Evolution into SaaS Leader in Industrial Predictive Maintenance Houston, Texa |
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| February 12, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INFRARED CAMERAS HOLDINGS, INC. February 9, 2024 Infrared Cameras Holdings, Inc. (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”) does hereby certify that: 1. The name of the Corporation is Infrared Cameras Holdings, Inc. The |
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| February 9, 2024 |
MSAI / Infrared Cameras Holdings, Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d756972dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Infrared Cameras Holdings Inc (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 456948108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stateme |
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| December 28, 2023 |
MSAI / Infrared Cameras Holdings, Inc. / Guida Jeffrey Eugene - SC 13D Activist Investment SC 13D 1 tm2333595d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Infrared Cameras Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 456948108 (CUSIP Number) Jeffrey Eugene Guida 2105 West Cardinal Drive Beaumont, TX 77705 (866) 861-0788 (Name, Address and T |
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| December 22, 2023 |
MSAI / Infrared Cameras Holdings, Inc. / SportsMap, LLC - SC 13D/A Activist Investment SC 13D/A 1 tm2333588d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Infrared Cameras Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 456948 108 (CUSIP Number) David Gow, Manager SportsMap, LLC 5353 West Alabama, Suite 415 H |
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| December 22, 2023 |
MSAI / Infrared Cameras Holdings, Inc. / Winch Steven - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Infrared Cameras Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 456948108 (CUSIP Number) Steven Winch 2105 West Cardinal Drive Beaumont, TX 77705 (866) 861-0788 (Name, Address and Telephone Number of Person Authorized to Recei |
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| December 22, 2023 |
MSAI / Infrared Cameras Holdings, Inc. / Strahan Gary Eugene - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Infrared Cameras Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 456948108 (CUSIP Number) Gary Eugene Strahan 2105 West Cardinal Drive Beaumont, TX 77705 (866) 861-0788 (Name, Address and Telephone Number of Person Authorized t |
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| December 22, 2023 |
MSAI / Infrared Cameras Holdings, Inc. / Baird Peter W - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Infrared Cameras Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 456948108 (CUSIP Number) Peter Baird 2105 West Cardinal Drive Beaumont, TX 77705 (866) 861-0788 (Name, Address and Telephone Number of Person Authorized to Receiv |
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| December 21, 2023 |
Exhibit 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into among Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), Infrared Cameras, Inc., a Texas corporation (“ICI”) and Peter Baird (“Baird” and together with the Company and ICI, the “Parties”), and sets out the general terms of Baird’s employment |
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| December 21, 2023 |
Amended and Restated 2020 Equity Incentive Plan of Infrared Cameras Holdings, Inc. Exhibit 10.12 2020 EQUITY INCENTIVE PLAN OF INFRARED CAMERAS HOLDINGS, INC. As Amended and Restated effective December 19, 2023 The purposes of the 2020 Equity Incentive Plan of Infrared Cameras Holdings, Inc., a Delaware corporation, are to encourage eligible employees, directors, consultants and advisors of the Company and its Subsidiaries to increase their efforts to make the Company more succe |
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| December 21, 2023 |
Exhibit 10.7 FORM OF LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”), dated as of December 19, 2023, is made and entered into by and between Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as SportsMap Tech Acquisition Corp., a Delaware corporation), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereaf |
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| December 21, 2023 |
Exhibit 10.6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2023, is made and entered into by and among Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as SportsMap Tech Acquisition Corp, a Delaware corporation) (the “Acquirer”)), SportsMap, LLC, a Delawa |
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| December 21, 2023 |
Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into among Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), Infrared Cameras, Inc., a Texas corporation (“ICI”) and Steve Winch (“Winch” and together with the Company and ICI, the “Parties”), and sets out the general terms of Winch’s employment, |
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| December 21, 2023 |
Letter from Marcum LLP to the Securities and Exchange Commission. Exhibit 16.1 December 21, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Infrared Cameras Holdings, Inc. (formerly SportsMap Tech Acquisition Corp.) under Item 4.01 of its Form 8-K dated December 21, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagr |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2023 Infrared Cameras Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 Infrared Cameras Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40916 (Commission |
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| December 21, 2023 |
Exhibit 10.15 INFRARED CAMERAS HOLDINGS, INC. RESTRICTED STOCK Unit Grant Notice Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Infrared Cameras Holdings, |
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| December 21, 2023 |
Form of Stock Option Agreement (2020 Equity Incentive Plan). Exhibit 10.13 INFRARED CAMERAS HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF [INCENTIVE/NON-QUALIFIED] STOCK OPTION AND STOCK OPTION AGREEMENT You have been granted an option to purchase shares of Class B non-voting common stock (“Common Stock”) of Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), subject to the terms and conditions of the Plan and this Agreem |
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| December 21, 2023 |
Form of Stock Option Grant Notice and Agreement (2023 Incentive Award Plan). Exhibit 10.16 INFRARED CAMERAS HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Infrared Cameras Holdings, In |
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| December 21, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Incorporation or Organization MSAI Operating, Inc. Delaware Infrared Cameras, Inc. Texas Digatherm LLC Florida Infrared Inspections LLC Texas |
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| December 21, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-275521 PROSPECTUS Infrared Cameras Holdings, Inc. Resale of up to 17,841,456 Shares of Common Stock Resale of 506,250 Private Placement Warrants Issuance of up to 10,263,655 Shares of Common Stock underlying Warrants and Options This prospectus relates to (i) the resale of up to 3,550,000 shares (the “Existing SMAP Shares”) |
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| December 21, 2023 |
Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement is entered into among Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), Infrared Cameras, Inc., a Texas Corporation (“ICI”) and Gary Strahan (“Strahan”), and together with the Company and ICI, the “Parties”), and sets out the general terms of Strahan’s employment, duties, an |
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| December 21, 2023 |
Form of Restricted Stock Unit Grant Notice and Award Agreement (Deferred RSUs Non-Plan Award). Exhibit 10.11 INFRARED CAMERAS HOLDINGS, INC. RESTRICTED STOCK Unit Grant Notice (NON-PLAN AWARD) Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”). The RSUs are granted as a stand-alone award and are n |
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| December 21, 2023 |
Exhibit 3.2 Amended and Restated Bylaws of Infrared Cameras Holdings, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for Electio |
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| December 21, 2023 |
Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan. Exhibit 10.14 INFRARED CAMERAS HOLDINGS, INC. FORM OF 2023 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capita |
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| December 21, 2023 |
Form of Restricted Stock Unit Grant Notice and Agreement (2023 Incentive Award Plan). Exhibit 10.17 INFRARED CAMERAS HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the I |
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| December 21, 2023 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPORTSMAP TECH ACQUISITION CORP. SportsMap Tech Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is SportsMap Tech Acquisition Corp. The Corporation was incorporated |
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| December 19, 2023 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 MAIN 202.857.6395 FAX afslaw.com Ralph De Martino Partner (202) 724-6848 DIRECT [email protected] December 19, 2023 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Juan Grana Lau |
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| December 19, 2023 |
As filed with the Securities and Exchange Commission on December 19, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. |
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| December 19, 2023 |
As filed with the Securities and Exchange Commission on December 19, 2023 As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. |
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| December 19, 2023 |
Infrared Cameras Holdings, Inc. 2105 West Cardinal Drive Beaumont, Texas 77705 Infrared Cameras Holdings, Inc. 2105 West Cardinal Drive Beaumont, Texas 77705 December 19, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Infrared Cameras Holdings, Inc Registration Statement on Form S-1 File No. 333- 275521 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Infrared Cameras Holdings |
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| December 13, 2023 |
2020 Equity Incentive Plan of Infrared Cameras Holdings, Inc. Exhibit 10.1 2020 EQUITY INCENTIVE PLAN OF INFRARED CAMERAS HOLDINGS, INC. The purposes of the 2020 Equity Incentive Plan of Infrared Cameras Holdings, Inc., a Delaware corporation, are to encourage eligible employees, directors, consultants and advisors of the Company and its Subsidiaries to increase their efforts to make the Company more successful, to provide an additional inducement for such p |
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| December 13, 2023 |
As filed with the Securities and Exchange Commission on December 12, 2023 Table of Contents As filed with the Securities and Exchange Commission on December 12, 2023 Registration No. |
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| December 13, 2023 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) SportsMap Tech Acquisition Corp. |
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| December 13, 2023 |
List of subsidiaries of Infrared Cameras Holdings, Inc. Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Incorporation or Organization Infrared Cameras Holdings, Inc.* Delaware Infrared Cameras, Inc. Texas Digatherm LLC Florida Infrared Inspections LLC Texas * Upon the consummation of a business combination transaction with Infrared Cameras Holdings, Inc., Infrared Cameras Holdings, Inc. will change its name to another name to be de |
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| December 12, 2023 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] December 12, 2023 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Juan Gr |
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| December 12, 2023 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 MAIN 202.857.6395 FAX afslaw.com Ralph De Martino Partner (202) 724-6848 DIRECT [email protected] December 12, 2023 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Juan Grana Lau |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorpor |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other juri |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ¨ Definitive Proxy State |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ☐ Definitive Proxy State |
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| December 1, 2023 |
Exhibit 99.1 ICI Announces SmartIR Now Available on AWS Marketplace AI-Powered Condition-Based Monitoring Platform Helps Reliability and Operations Leaders Automate and Optimize Predictive Maintenance and Maximize Operational Uptime December 1, 2023 – Infrared Cameras, Incorporated (ICI) announced today that their asset reliability and operational efficiency optimization platform, SmartIR, is now |
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| December 1, 2023 |
Form of Convertible Promissory Note Exhibit 10.2 Convertible Promissory Note THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. $[●] [●], 2023 FOR VALUE RECEIVED, SportsMap Te |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorpor |
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| December 1, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (“Agreement”) is made and entered into in this 1st day of December 2023 (“Effective Date”), by and between SportsMap Tech Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and the parties identified on the signature pages hereto (each, |
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| December 1, 2023 |
Exhibit 10.3 Exhibit B NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STAT |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ☐ Definitive Proxy State |
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| November 20, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorpor |
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| November 17, 2023 |
Exhibit 10.1 LOAN AGREEMENT This LOAN AGREEMENT (this “Agreement”) is made as of the [ ]th day of November, 2023, by and between SportsMap Tech Acquisition Corp. (the “Company”) and [ ] (“Lender”). 1. Loan. Lender shall make a loan to the Company in an amount as set forth on the Promissory Note, attached hereto as Exhibit A (the “Promissory Note”). Lender shall tender to the Company an executed Lo |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40916 CUSIP NUMBER 84921J 207 84921J 108 84921J 116 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition R |
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| November 13, 2023 |
Form of Infrared Cameras Holdings, Inc. 2023 Incentive Plan TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A‑6(E)(2)) ☒ Defi |
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| November 13, 2023 |
Consent of Stuart V Flavin III to be named as a director nominee Exhibit 99.3 Consent to be Named as a Director In connection with the filing by SportsMap Tech Acquisition Corp. (“SportsMap”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and |
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| November 13, 2023 |
Consent of Margaret Chu to be named as a director nominee Exhibit 99.5 Consent to be Named as a Director In connection with the filing by SportsMap Tech Acquisition Corp. (“SportsMap”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and |
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| November 13, 2023 |
Consent of Petros Kitsos to be named as a director nominee Exhibit 99.4 Consent to be Named as a Director In connection with the filing by SportsMap Tech Acquisition Corp. (“SportsMap”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and |
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| November 13, 2023 |
Consent of Gary Strahan to be named as a director nominee Exhibit 99.1 Consent to be Named as a Director In connection with the filing by SportsMap Tech Acquisition Corp. (“SportsMap”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and |
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| November 13, 2023 |
Exhibit 10.3 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2023 by and between Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreement |
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| November 13, 2023 |
As filed with the Securities and Exchange Commission on November 13, 2023 Table of Contents As filed with the Securities and Exchange Commission on November 13, 2023 Registration No. |
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| November 13, 2023 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) SportsMap Tech Acquisition Corp. |
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| November 13, 2023 |
Consent of Steven Winch to be named as a director nominee Exhibit 99.2 Consent to be Named as a Director In connection with the filing by SportsMap Tech Acquisition Corp. (“SportsMap”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and |
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| November 6, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 1 |
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| November 6, 2023 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] November 6, 2023 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: Sp |
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| October 26, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 1 |
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| October 26, 2023 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 MAIN 202.857.6395 FAX afslaw.com Ralph De Martino Partner (202) 724-6848 DIRECT [email protected] October 26, 2023 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: Sp |
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| October 13, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 1 |
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| October 12, 2023 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] October 12, 2023 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: Sp |
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| September 25, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 1 |
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| September 22, 2023 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] September 22, 2023 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: |
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| September 20, 2023 |
Exhibit 2.2 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 2 (this “Amendment”) to that certain Business Combination Agreement, dated as of December 5, 2022 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among SportsMap Tech Acquisition Corp., a Delaware corporation (“Spor |
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| September 20, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorp |
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| September 20, 2023 |
Exhibit 2.2 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 2 (this “Amendment”) to that certain Business Combination Agreement, dated as of December 5, 2022 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among SportsMap Tech Acquisition Corp., a Delaware corporation (“Spor |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorp |
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| August 21, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40916 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40916 CUSIP NUMBER 84921J 207 84921J 108 84921J 116 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report |
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| August 4, 2023 |
Investor Presentation August 2023 Exhibit 99.1 Investor Presentation August 2023 This presentation (the “ Presentation ”) is provided for information purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between SportsMap Tech Acquisition Corp. (“ SportsMap ”) and Infrared Cameras Holdings, Inc. (together with its direct and indirect subsidi |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorporat |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorporat |
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| August 4, 2023 |
Investor Presentation dated August 2023. Exhibit 99.1 Investor Presentation August 2023 This presentation (the “ Presentation ”) is provided for information purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between SportsMap Tech Acquisition Corp. (“ SportsMap ”) and Infrared Cameras Holdings, Inc. (together with its direct and indirect subsidi |
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| July 31, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 1 |
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| July 28, 2023 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724 6848 direct [email protected] July 28, 2023 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Jordan Nimitz Re: SportsMa |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorporati |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorporati |
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| July 27, 2023 |
Infrared Cameras, Incorporated Joins the AWS Public Sector Partner Program Exhibit 99.1 Infrared Cameras, Incorporated Joins the AWS Public Sector Partner Program July 26, 2023 – Infrared Cameras, Incorporated (ICI), announced today that they have joined the Amazon Web Services (AWS) Public Sector Partner (PSP) Program and completed the AWS Foundational Technical Review (FTR) to validate SmartIR. Completing the AWS FTR ensures ICI’s solutions uphold AWS standards in arch |
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| July 10, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 1 |
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| July 7, 2023 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] July 7, 2023 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Jordan Ni |
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| June 28, 2023 |
Exhibit 2.2 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 1 (this “Amendment”) to that certain Business Combination Agreement, dated as of December 5, 2022 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among SportsMap Tech Acquisition Corp., a Delaware corporation (“Spor |
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| June 28, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 SPORTSMAP TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40916 86-3938682 (State or other jurisdiction of incorporati |
