Table of Contents As filed with the Securities and Exchange Commission on June 26, 2024 Registration No. 333-280016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MULTISENSOR AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Peter Baird, Chief Financial Officer 2105 West Cardinal Drive Beaumont, Texas 77705 (866) 861-0788 (Name, address, including zip code, and telephone number ...

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2024 Registration No. 333-280016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Delaware (State or other jurisdiction of incorporation or organization) 3827 (Primary Standard Industrial Classification Code Number) 86-3938682 (I.R.S. Employer Identification No.) Washington, D.C. 20549 2105 West Cardinal Drive Beaumont, Texas 77705 (866) 861-0788 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1 ...

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2024 Registration No. 333-280016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MULTISENSOR AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 3827 (Primary Standard Industrial Classification Code Number) 86-3938682 (I.R.S. Em ...

As filed with the Securities and Exchange Commission on June 18, 2024 Registration No. 333-280016 2105 West Cardinal Drive Beaumont, Texas 77705 (866) 861-0788 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MULTISENSOR AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 3827 (Primary Standard Industrial Class ...

Table of Contents As filed with the Securities and Exchange Commission on June 17, 2024 Registration No. 333-280016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MULTISENSOR AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 3827 (Primary Standard Industrial Classification Code Number) 86-3938682 (I.R.S. Em ...

Table of Contents As filed with the Securities and Exchange Commission on June 17, 2024 Registration No. 333-280016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MULTISENSOR AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 3827 (Primary Standard Industrial Classification Code Number) 86-3938682 (I.R.S. Em ...

Table of Contents As filed with the Securities and Exchange Commission on June 6, 2024 Registration No. 333- MULTISENSOR AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 3827 (Primary Standard Industrial Classification Code Number) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 86-3938682 (I.R.S. Employer Identification No.) ...

Table of Contents As filed with the Securities and Exchange Commission on June 6, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MULTISENSOR AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 3827 (Primary Standard Industrial Classification Code Number) 86-3938682 (I.R.S. Employer Identification No.) ...

Financial Results - MultiSensor AI Holdings, Inc. reported its financial results for Q1 2024 on May 16, 2024[4] - Specific financial figures for Q1 2024 compared to the same period last year were not disclosed in the provided content[4] Key Performance Indicators - The company highlighted its annual recurring revenue as a key performance indicator, emphasizing its importance in measuring operational performance[5]

Financial Performance - Revenue for the three months ended March 31, 2024, was $2,275,000, representing a 132% increase compared to $980,000 for the same period in 2023[27] - Operating loss for Q1 2024 was $2,565,000, an improvement from a loss of $3,176,000 in Q1 2023[27] - Net loss for the three months ended March 31, 2024, was $3,922,000, compared to a net loss of $2,907,000 in the same period last year[27] - The company reported a basic net loss per share of $(0.33) for Q1 2024, compared to $(5.65) for Q1 2023[27] - The company reported net losses and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern[48][49] - The company incurred a net loss of $3.9 million for Q1 2024, compared to a net loss of $2.9 million in Q1 2023, indicating ongoing financial challenges[214] Assets and Liabilities - Total current assets decreased to $9,093,000 as of March 31, 2024, down from $12,513,000 as of December 31, 2023[26] - Total liabilities decreased to $12,752,000 as of March 31, 2024, from $16,640,000 as of December 31, 2023[26] - Cash and cash equivalents at the end of Q1 2024 were $491,000, down from $1,155,000 at the end of 2023[26] - Trade accounts receivable decreased to $677,000 as of March 31, 2024, from $2,440,000 as of December 31, 2023[26] - Contract liabilities decreased to $1,154 as of March 31, 2024, from $2,065 at the beginning of the year[66] - As of March 31, 2024, the company's stockholders' equity was approximately $3.5 million, meeting the Nasdaq listing requirement of $2.5 million[189] Revenue Composition - Product sales accounted for $2,022 of total revenue in Q1 2024, up from $755 in Q1 2023, indicating a 167% increase[65] - Two customers accounted for 23% and 20% of total net revenue for the three months ended March 31, 2024, highlighting customer concentration risks[59] Expenses - Cost of goods sold for the three months ended March 31, 2024, was approximately $1.4 million, an increase of $0.9 million, or 202%, from approximately $0.5 million for the same period in 2023[163] - Gross margin for the three months ended March 31, 2024, was approximately 38%, a decrease from approximately 53% for the same period in 2023[164] - Selling, general and administrative expenses for the three months ended March 31, 2024, were approximately $3.2 million, a decrease of $0.3 million, or 10%, from approximately $3.5 million for the same period in 2023[165] - Depreciation expense for the three months ended March 31, 2024, was approximately $0.3 million, an increase of $0.1 million, or 52%, from approximately $0.2 million for the same period in 2023[166] - Interest expense for the three months ended March 31, 2024, was approximately $0.04 million, a decrease of $0.05 million, or 92%, from approximately $0.05 million for the same period in 2023[167] Financing Activities - The Company entered into a line of credit agreement with B1 Bank providing a revolving credit commitment of $3,000, with a maturity date of January 22, 2024[71] - As of March 31, 2024, there was no outstanding debt balance, and the Company repaid a total of $900 borrowed under the line of credit in December 2023[73][72] - The Company issued Financing Notes totaling $6,805 on December 19, 2023, as part of a Business Combination, with a maturity date set for three years after the closing[87][88] - The Company converted $4.5 million of Financing Notes into common stock at a price of $5 per share, resulting in a loss of $0.9 million recorded under loss on financing transaction[138] - The company issued 327,500 shares of common stock related to the principal balance of the Financing Notes, along with 327,500 Inducement Shares, totaling 663,318 shares issued[139] Future Outlook and Plans - The company plans to raise additional liquidity and reduce operating expenses in response to financial challenges, although these plans are subject to market conditions[49] - The company is focused on expanding its multi-sensor systems for industrial applications, including cloud-based software and services[34] - The company is committed to expanding its SaaS capabilities, which will require significant investment and is subject to uncertainties regarding customer demand and operational scalability[220] - The company has a limited operating history in providing SaaS solutions, which complicates the evaluation of future prospects and associated risks[221] Tax and Compliance - The company's provision for income taxes was a $31 tax expense for Q1 2024, compared to a $15 tax benefit for Q1 2023, with effective tax rates of (0.78)% and (7.97)% respectively, both below the U.S. statutory tax rate of 21%[111] - The company maintains a valuation allowance on its deferred tax assets until sufficient evidence supports the reversal of this allowance[111] - The company experienced an ownership change as defined under Internal Revenue Code Section 382, subjecting tax attributes to an annual limitation[112] Internal Controls and Governance - The company plans to hire additional accounting personnel to address material weaknesses in internal controls over financial reporting identified in previous audits[207] - The company has not identified any material claims or legal actions as of March 31, 2024, that would adversely affect its financial position[109] - The company is classified as an emerging growth company, allowing it to delay the adoption of new accounting standards until they apply to private companies[199]