エドガーで原本を確認する
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 |
001-40916 (Commission |
86-3938682 (I.R.S. Employer |
|
2105 West Cardinal Drive Beaumont, Texas |
77705 | |
| (Address of principal executive offices) | (Zip Code) | |
(866) 861-0788
(Registrant’s telephone number, including area code)
Infrared Cameras Holdings, Inc.
2105 West Cardinal Drive
Beaumont, Texas 77705
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each
exchange |
||
| Common stock, $0.0001 par value per share | MSAI | Nasdaq Global Market | ||
| Warrants to purchase common stock | MSAIW | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.01. Change in Registrant’s Certifying Accountant.
(b) Newly Appointed Independent Registered Public Accounting Firm
As previously disclosed on a Current Report on Form 8-K filed by MultiSensor AI Holdings, Inc. (f/k/a Infrared Cameras Holdings, Inc., the “Company”) with the Securities and Exchange Commission on December 21, 2023, the Company’s audit committee previously dismissed the Company’s prior independent registered public accounting firm in connection with the consummation with a business combination.
On February 6, 2024, the Company formally engaged Deloitte & Touche LLP (“Deloitte”), an independent registered public accounting firm, as its principal accountant to audit the Company’s financial statements. The retention of Deloitte was approved by the Company’s audit committee. During the Company’s most recent fiscal year ended December 31, 2023 and for the subsequent interim period through February 12, 2024, neither the Company, nor anyone on behalf of the Company consulted with Deloitte regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was either the subject of a disagreement as described in Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of Item 304(a)(1)(iv) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 6, 2024, the Company’s board of directors (the “Board”) authorized and approved certain officers of the Company to change the Company’s name from “Infrared Cameras Holdings, Inc.” to “MultiSensor AI Holdings, Inc.” (the “Name Change”). On February 9, 2024, the Company effectuated the Name Change by filing a certificate of amendment with the Delaware Secretary of State.
On February 9, 2024, the Company’s adopted the Amendment to the Amended and Restated Bylaws of the Company, which became effective immediately.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
Description |
|
| 3.1 | Certificate of Amendment for the Name Change filed with the Secretary of State of the State of Delaware on February 9, 2024. | |
| 3.2 | Amendment to the Amended and Restated Bylaws of the Company. | |
| 99.1 | Press Release dated February 12, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Infrared Cameras Holdings, Inc. | ||
| Date: February 12, 2024 | By: | /s/ Peter Baird |
| Name: | Peter Baird | |
| Title: | Chief Financial Officer | |
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 Corporation was incorporated under the name SportsMap Tech Acquisition Corp. by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 14, 2021 (the “Original Certificate”).
2. An Amended and Restated Certificate of Incorporation, which amended and restated the Original Certificate in its entirety, was filed with the Secretary of State of the State of Delaware on October 15, 2021 (as amended from time to time, the “A&R Certificate”).
3. An Amended and Restated Certificate of Incorporation, which amended and restated the A&R Certificate in its entirety, was filed with the Secretary of State of the State of Delaware on December 19, 2023 (as amended from time to time, the “Existing Certificate”).
4. Article I of the Existing Certificate is hereby amended by restating the article in its entirety to read:
“The name of the corporation is MultiSensor AI Holdings, Inc. (the “Corporation”).”
5. This Certificate of Amendment was duly adopted in accordance with the applicable provisions of the DGCL.
6. The foregoing amendment shall be effective at 4:00 p.m., Eastern Time, on the date hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Steve Guidry, the Secretary of the Corporation, this 9th day of February 2024.
| /s/ Steve Guidry | |
| Steve Guidry, Secretary |
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 follows:
| 1. | All references to “Infrared Cameras Holdings, Inc.” shall be deleted and replaced with “MultiSensor AI Holdings, Inc.” |
| 2. | Except as otherwise amended herein, all other terms and conditions of the Bylaws shall remain in full force and effect. |
[Signature page follows.]
The undersigned certifies:
That the undersigned is the duly elected and acting Secretary of the Company; and
That the foregoing Amendment to the Bylaws, as duly adopted by the Board of Directors of the Company, together with the Bylaws of the Company presently in effect, constitute the Bylaws of the Company.
IN WITNESS WHEREOF, I have hereunto subscribed my name as of the date first written above.
| /s/ Steve Guidry | |
| Steve Guidry, Secretary |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BYLAWS OF MULTISENSOR AI HOLDINGS, INC.]
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Andrew Klobucar
Director of Marketing
MultiSensor AI
andrew.klobucar@multisensorai.com
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, Texas – Infrared Cameras Holdings, Inc., a leader in the emerging AI-driven predictive maintenance space, is pleased to
announce that as of February 9, 2024 it has changed its name to MultiSensor AI Holdings, Inc. (“MultiSensor AI”). The Company’s
NASDAQ ticker symbol, MSAI, will remain unchanged.
This name change is part of an overall company transformation from focusing just on the sale of world-class thermal-sensing devices to providing AI-driven multi-sensor software solutions into the predictive maintenance market. In addition to the name change, the transformation includes the successful listing of the company on the NASDAQ in December 2023, upgrades to and integration of additional sensor modalities to the core software platforms, a new visual identity and an upgraded on-line presence.
The legal name change is an important milestone in redefining MultiSensor AI’s presence in the market.
About the MultiSensor AI Name
MultiSensor AI made the strategic decision in early 2021 to transform from selling world-class industrial thermal sensors to developing and selling a full-stack, AI-driven predictive maintenance solution. Over the following two years, the company invested heavily in its technology stack, creating the SmartIR and other cloud-based platforms.
Developed on Amazon Web Services, and with significant input from MultiSensor AI’s launch customers, these software platforms gather vast amounts of sensory data from thermal imagers, visible imagers, acoustic imagers, vibration sensors and lasers. The software stores and processes those data both at the edge and in the cloud, to provide users with immediate on-prem AI insights as well as comprehensive “single pane of glass” dashboards and AI analytics in the cloud. These insights are operationalized through algorithmic and AI-based alerts, alarms and integrations that include automated work orders and facility responses. The platforms are distinguished both by their analytical power and their ease of use, without the need for customer software development efforts.
Launch in mid-2023, MultiSensor AI’s platforms are rapidly revolutionizing predictive maintenance in the Company’s four core industry verticals. Having grown far beyond its thermal-device roots, the name change to MultiSensor AI reflects exactly what the company now does: generate AI insights into predictive maintenance, based on data gathered from a wide range of sensor modalities.
What’s New
The key elements of the rebranding initiative include:
| · | New logo and visual identity |
| · | Fully re-envisioned and upgraded on-line presence |
| · | Upgrades and additional functionality for on-prem software (MSAI Edge) and cloud-based platforms (SmartIR, Smart Visible, Smart Acoustic, Smart Vibration, Smart Laser) |
| · | Upgraded product packaging and user materials |
The CUSIP numbers for the Company’s securities will remain unchanged.
David Gow, MultiSensor AI’s Executive Chairman, said “We are very excited to announce this long-awaited name change. The MultiSensor AI name describes so well the high-ROI full-stack solutions that we bring to our industrial customers. The name itself represents a rallying cry to the revolution in predictive maintenance, which we are excited to be leading.”
About MultiSensor AI (MSAI)
MultiSensor AI’s SmartIR and associated software platforms, powered by AWS, leverage MSAI-built thermal imaging, visible imaging, acoustic imaging, vibration, and laser sensing devices for condition-based monitoring of critical mechanical and electrical assets and manufactured outputs. MSAI’s solutions are deployed by organizations to protect critical assets across a wide range of industries including distribution & logistics, manufacturing, utilities, and oil & gas. MSAI’s sensing solutions are built around high-resolution thermal imaging along with visible, acoustic, vibration and laser spectroscopy imagers and sensors. This full-stack solution measures heat, vision, vibration, and gas in the surrounding environment, helping companies gain insight to efficiently manage their most important assets and infrastructure. MSAI designs and manufactures digital thermal sensing solution platforms with edge and cloud-based software.
For more information, please visit https://multisensorai.com/.