Business
MultiSensor AI Announces Waiver of Earnout Share Issuance and Release of Lock-Up Restrictions
HOUSTON, TX / ACCESSWIRE / March 7, 2024 / MultiSensor AI Holdings, Inc. (NASDAQ:MSAI), a leader in the emerging AI-driven predictive maintenance space, today
About this update from Multisensor Ai Holdings, Inc.
[{"type":"text","content":"HOUSTON, TX / ACCESSWIRE / 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 Combination Agreement (the \"Earnout Provision\") with SportsMap Tech Acquisition Corp., dated December 5, 2022. The Earnout Provision would have required the Company to issue of up to 2,400,000 shares of the Company's common stock to certain former stakeholders of Infrared Cameras Holdings, Inc., the target operating company that was party to the business combination. The Earnout Provision was contingent on the future achievement of certain triggering events. The Earnout Waiver Agreement, cancelling the Earnout Provision, is effective as of March 7, 2024.Additionally, the Company today announced that it has agreed to waive the lock-up restriction (the \"Lock-Up Waiver\") with respect to 2,123,746 shares of the Company's common stock which are currently subject to lock-up and held by investors who are unaffiliated with the Company. The Lock-Up Waiver is expected to aid the Company's ability to meet the listing standards of The Nasdaq Stock Market LLC (\"Nasdaq\"). There are no changes to the lock-up restrictions for shareholders who are affiliates of the Company.For further information regarding the Earnout Waiver Agreement, the Lock-Up Waiver and the status of the Company's listing with Nasdaq see the Current Report on Form 8-K filed by the Company today.This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.Forward Looking StatementsThis press release contains \"forward-looking statements\" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as \"will,\" \"believe,\" \"anticipate,\" \"expect,\" \"estimate,\" \"intend,\" \"plan,\" or their negatives or varia...