Table of Contents As filed with the Securities and Exchange Commission on April 29, 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 ...

Table of Contents As filed with the Securities and Exchange Commission on April 29, 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 ...

Table of Contents As filed with the Securities and Exchange Commission on April 18, 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) 2105 West Cardinal Drive Beaumont, Texas 7770 ...

Table of Contents As filed with the Securities and Exchange Commission on April 18, 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) 2105 West Cardinal Drive Beaumont, Texas 7770 ...

Financial Performance - The company incurred a net loss of $22.3 million for the year ended December 31, 2023, following a net loss of $13.3 million for the year ended December 31, 2022[117]. - The company has experienced recurring net losses, negative cash flows from operations, and negative net working capital, raising substantial doubt about its ability to continue as a going concern for a period of 12 months[202]. - The company recorded an inventory write-down of $1.7 million for products not expected to be sold within one year based on customer demand and current market conditions[219]. - Significant increases in prices for certain electronic components have been experienced, impacting profitability[189]. - Revenue from U.S. government contracts accounted for approximately 2.5% and 5.2% of total revenue for the years ended December 31, 2023 and 2022, respectively[184]. Growth Strategy - The company plans to expand its sales and marketing presence, increase investment in SaaS solutions, and pursue strategic acquisitions to drive growth[121]. - The company’s future growth depends on successfully introducing new products and achieving market acceptance, which is uncertain[139]. - The company must effectively grow its sales and marketing organization to increase revenue, facing challenges in attracting skilled personnel[166]. - The company may continue to incur significant losses as it invests in initiatives before realizing any incremental revenue growth[118]. - The company requires additional capital to execute its business plan, which may not be available on favorable terms, potentially limiting growth opportunities[162]. Market and Competitive Risks - The company faces challenges in maintaining competitive average selling prices and high sales volumes, which could adversely affect revenue and gross margins[122]. - The competitive landscape includes competitors with greater resources, which may lead to pricing pressure and reduced margins for the company[155]. - The company generates revenue from industries subject to significant volatility, such as oil and gas, which can affect demand for its products[177]. - Significant developments in alternative technologies could impact demand for the company's products, potentially resulting in decreased revenue and loss of market share[150]. - The company faces risks related to sales through distributors, including concentration risk and credit risk, which could harm revenue if key distributors are lost[147]. Operational Challenges - The company has a limited operating history providing SaaS solutions, making it difficult to evaluate future prospects and risks[125]. - The company is reliant on artificial intelligence and machine learning models for product development, which poses risks if the models are inadequately designed or trained[146]. - The reliance on contract manufacturers may lead to quality control issues and disruptions in supply, adversely affecting the ability to fulfill orders and impacting operating results[153]. - The complexity of manufacturing processes may lead to low product yields, increasing costs and reducing available supply[165]. - The company faces risks related to the timely introduction of new products and technologies, which are critical for competitiveness[181]. Customer Relationships - The company’s relationships with existing customers are limited, and it must build confidence to secure long-term agreements[128]. - The sales cycle for new customers can exceed one year, leading to potential cancellations or postponements that may adversely affect financial results[148]. - The company may not be able to maintain relationships with large customers, which could materially affect financial results[176]. - The company is exposed to credit risk on trade accounts receivable, which could adversely affect business if major customers face financial difficulties[178]. Legal and Regulatory Risks - The company identified material weaknesses in its internal controls over financial reporting, which could adversely affect its operating results and compliance with regulations[211]. - The company is subject to potential audits of its income, sales, and other transaction taxes, which could adversely affect its financial condition and results of operations[225]. - The company may face litigation risks related to the alleged wrongful use of trade secrets from former employees[248]. - The company could incur substantial legal liabilities and expenses in defending against lawsuits, which may require significant management resources[315]. - There is no assurance that ongoing or future claims will not materially impact operating results or financial position[315]. Intellectual Property Risks - The company faces challenges in protecting its intellectual property, as competitors may design around issued patents or claim infringement, which could adversely affect its business[232]. - The company relies on trade secret protections and patent laws to safeguard its technology, but these provide only limited protections[241]. - There is uncertainty regarding the success of pending patent and trademark applications, which may not provide adequate defensive protection[242]. - The company faces risks related to unauthorized use of its intellectual property, which could lead to loss of competitive advantage and revenue[244]. Environmental and Compliance Risks - The company faces increasing environmental regulations that could adversely affect its operations and financial condition[268]. - The U.S. Environmental Protection Agency's efforts to limit greenhouse gas emissions may increase operational costs and affect product design[270]. - Legislative measures addressing climate change could lead to higher capital expenditures and compliance costs for the company[271]. - Compliance with various state laws regarding sales tax and income tax is critical, as non-compliance could result in unexpected costs and penalties[250]. Management and Governance - The company is currently a controlled company, with the CEO owning approximately 51% of outstanding common stock, which may limit stockholder protections[273]. - The company’s success depends on the continued service of key members of its senior management team, and the loss of any member could harm its business[302]. - The company may face challenges in recruiting and retaining qualified personnel, which is critical for executing its strategic plan[303]. Market Conditions and Stock Performance - Nasdaq has commenced delisting procedures for the company's securities due to non-compliance with listing requirements, including a minimum market value of $50 million[276]. - The trading price and volume of the company's securities may fluctuate dramatically due to various factors, including market conditions and investor interest[282]. - The future exercise of registration rights may adversely affect the market price of common stock due to the potential increase in the number of securities available for trading[290]. - The issuance of additional shares or other equity securities could dilute existing ownership interests and may depress the market price of common stock[292].

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFRARED CAMERAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. 333-275521 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Delaware (State or other jurisdiction of incorporation or organization) 3827 (Primary Standard Industrial Classification Code Number) 86-3938682 (I.R.S. Employer Ident ...

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. 333-275521 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 SPORTSMAP TECH ACQUISITION CORP.* (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) 5353 West Ala ...

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. 333-275521 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 SPORTSMAP TECH ACQUISITION CORP.* (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) 5353 West Ala ...

Table of Contents As filed with the Securities and Exchange Commission on December 12, 2023 Registration No. 333-275521 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 SPORTSMAP TECH ACQUISITION CORP.* (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) Copies to: Ralph V. De Martino ArentFox Schiff LLP 1717 K Street NW Washing ...

Table of Contents As filed with the Securities and Exchange Commission on December 12, 2023 Registration No. 333-275521 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 SPORTSMAP TECH ACQUISITION CORP.* (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 ...