SportsMap Tech Acquisition (SMAP) - 2024 Q4 - Annual Results

Issuance and Sale of Shares This section outlines the agreement for MultiSensor AI Holdings, Inc. to issue and sell common stock through B. Riley Securities, Inc Agreement Overview The Company entered an At Market Issuance Sales Agreement with B. Riley Securities to sell common stock, subject to registration and authorized share limits - The Company may issue and sell Common Stock (Placement Shares) through the Agent as a sales agent or principal[1] - Sales are limited by the number of shares or dollar amount registered on the effective Registration Statement and Prospectus Supplement, and the aggregate number of authorized but unissued shares of Common Stock[1] Registration Statement and Prospectus The Company filed a Form S-3 registration statement with the SEC, including a base prospectus and a prospectus supplement for Placement Shares - The Company has filed a registration statement on Form S-3 (File No. 333-284437) with the SEC, including a base prospectus and a Prospectus Supplement for the Placement Shares[2] - The Registration Statement and Prospectus incorporate by reference documents filed or to be filed under the Securities Exchange Act of 1934[2] - All references to the Registration Statement or Prospectus include the most recent copy filed with the Commission via EDGAR[3] Placements This section details the process for initiating and managing the sale of Placement Shares through the Agent Placement Notice and Effectiveness The Company initiates a Placement by sending a Placement Notice to the Agent, which becomes effective immediately unless declined or terminated - The Company notifies the Agent via electronic mail (or other agreed method) with a 'Placement Notice' to initiate sales, specifying the number of shares, sales period, daily limits, and minimum price[4] - A Placement Notice is effective immediately upon receipt by the Agent unless declined, fully sold, amended/terminated by the Company, or the Agreement is terminated[4] Sale of Placement Shares by the Agent This section outlines the Agent's responsibilities and methods for selling Placement Shares and confirming sales Agent's Sales Efforts and Confirmation The Agent will use commercially reasonable efforts to sell Placement Shares and provide written confirmation of sales and proceeds - The Agent will use commercially reasonable efforts to sell Placement Shares consistent with normal trading practices and applicable laws[5] - The Agent will provide written confirmation to the Company by the opening of the next Trading Day, detailing shares sold, compensation, and Net Proceeds[5] - The Agent may sell Placement Shares by any method permitted as an 'at the market offering' under Rule 415 of the Securities Act[5] Suspension of Sales This section describes the conditions and procedures for suspending the sale of Placement Shares Suspension Process and Effects Either party may suspend sales of Placement Shares by notice, which does not affect prior obligations, and waives certain delivery requirements - The Company or the Agent may suspend sales of Placement Shares by written or confirmed telephone notice[6] - Suspension does not affect obligations for Placement Shares sold prior to receiving notice[6] - During a Suspension, obligations related to the delivery of certificates, opinions, or comfort letters to the Agent are waived[6] Sale and Delivery to Agent; Settlement This section details the procedures for the sale, delivery, and settlement of Placement Shares, including offering size limitations Sale of Placement Shares The Agent will use commercially reasonable efforts to sell Placement Shares, with no assurance of success or obligation to purchase as principal - The Agent will use commercially reasonable efforts to sell Placement Shares according to the Placement Notice[8] - There is no assurance the Agent will be successful in selling Placement Shares, and the Agent incurs no liability for unsold shares unless due to a failure of commercially reasonable efforts[8] - The Agent is not obligated to purchase Placement Shares on a principal basis unless otherwise agreed[8] Settlement of Placement Shares Settlement for Placement Shares typically occurs on the first Trading Day after sale, with Net Proceeds delivered to the Company - Settlement for sales of Placement Shares will occur on the first Trading Day following the date of sale, unless otherwise specified[9] - Net Proceeds delivered to the Company equal the aggregate sales price minus the Agent's commission and any governmental/self-regulatory transaction fees[9] Delivery of Placement Shares The Company will electronically transfer Placement Shares to the Agent by each Settlement Date, indemnifying the Agent for delivery defaults - The Company will electronically transfer Placement Shares to the Agent's account at The Depository Trust Company on or before each Settlement Date[10] - If the Company defaults on delivering Placement Shares, it will hold the Agent harmless against losses and pay the Agent's commission[10] Limitations on Offering Size The Company cannot sell Placement Shares exceeding the Maximum Amount or below the minimum price authorized by its board - The aggregate number of Placement Shares sold cannot exceed the lesser of the Maximum Amount or the amount authorized by the Company's board of directors[11] - Placement Shares cannot be sold at a price lower than the minimum price authorized by the Company's board of directors[11] Representations and Warranties of the Company This section details the Company's assurances regarding its legal, financial, and operational status, and compliance with regulations Registration Statement and Prospectus The Company represents that its Registration Statement and Prospectus comply with Securities Act requirements and that its Common Stock is listed on Nasdaq - The Registration Statement has been filed and declared effective under the Securities Act, and the Prospectus Supplement will name the Agent as the agent[13] - The Company has not received notice of any SEC order preventing or suspending the use of the Registration Statement[13] - The Common Stock is listed on the Nasdaq Capital Market under the trading symbol 'MSAI', and the Company is in material compliance with listing requirements[13] No Misstatement or Omission The Company warrants that its Registration Statement and Prospectus do not and will not contain any material misstatements or omissions - The Registration Statement and Prospectus, as of each Settlement Date, will conform in all material respects with Securities Act requirements and will not contain material misstatements or omissions[14] Conformity with Securities Act and Exchange Act The Company represents that all relevant filings and documents materially conform to Securities Act and Exchange Act requirements - All filings and documents, including the Registration Statement, Prospectus, and Incorporated Documents, conform in all material respects with the Securities Act and Exchange Act[15] Financial Information The Company's financial statements fairly present its financial position in accordance with GAAP and SEC requirements, with non-GAAP measures complying with regulations - Consolidated financial statements present fairly the Company's financial position, results of operations, cash flows, and changes in stockholders' equity in all material respects, prepared in conformity with GAAP and SEC requirements[17] - All disclosures regarding 'non-GAAP financial measures' comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K[17] Conformity with EDGAR Filing The Prospectus delivered to the Agent will be identical to the EDGAR-filed version, except as permitted by Regulation S-T - The Prospectus delivered to the Agent will be identical to the EDGAR-filed version, except as permitted by Regulation S-T[18] Organization The Company and its significant subsidiaries are duly organized, validly existing, and authorized to conduct their businesses - The Company and its significant subsidiaries are duly incorporated/organized, validly existing, and in good standing under applicable laws[19] - They possess all necessary corporate power and authority to own properties and conduct business as described, except where failure would not have a Material Adverse Effect[19] Subsidiaries The Company owns