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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

(Commission File Number)

86-3938682

(I.R.S. Employer Identification No.)

 

2105 West Cardinal Drive

Beaumont, Texas 77705

(Address of principal executive offices) (Zip Code)

 

(866) 861-0788

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

¨ 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 Symbols(s)

 

Name of each exchange
on which registered

Common stock, par value $0.0001 per share   MSAI   The NASDAQ Capital Market
Warrants to purchase common stock   MSAIW   The NASDAQ Capital 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 8, 2024, the Board of Directors of MultiSensor AI Holdings, Inc. (the “Company”) adopted Amendment No. 2 to the Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. (as amended and restated, the “Bylaws”), effective on such date. Capitalized terms used but not defined in this Current Report on Form 8-K shall have the meanings ascribed to them in the Bylaws. The changes to the Bylaws include the following:

 

Section 3.7 was amended to make clear that any director may present any matter for consideration at any regular meeting of the Board of Directors (the “Board”).

 

Section 3.8 was amended to make clear that special meetings of the Board may be called by any single director, and any director may present any matter for consideration at any special meeting of the Board.

 

The foregoing summary of the changes effectuated by the amendment to the amended and restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2 to the Amended and Restated Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

 

  (d) Exhibits

 

  Exhibit No. Description
     
  3.1 Amendment No. 2 to the Amended and Restated Bylaws of MultiSensor AI Holdings, Inc.
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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.

 

  MULTISENSOR AI HOLDINGS, INC.
     
By: /s/ Peter Baird
    Peter Baird
    Chief Financial Officer

 

Dated: July 10, 2024