多传感器人工智能控股有限公司美股招股说明书(2025-11-04版)

MultiSensor AI Holdings, Inc. Up to $50,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated January 30, 2025, filed as apart of our registration statement on FormS-3 (File No.333-284437) (the “Registration Statement”), as supplemented by ourprospectus supplement, dated March 28, 2025 (the “Prior Prospectus Supplement”), relating to the offering, issuance and sale by us ofour common stock, par value $0.0001 per share, from time to time that may be issued and sold under the at market issuance salesagreement (the “Sales Agreement”), dated March 28, 2025, by and between us and B. Riley Securities, Inc. (“B. Riley”), acting assales agent or principal. This prospectus supplement should be read in conjunction with the Prior Prospectus Supplement, and isqualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in thePrior Prospectus Supplement.This prospectus supplement is not complete without, and may only be delivered or utilized inconnection with, the Prior Prospectus Supplement, and any future amendments or supplements thereto. Wearefilingthisprospectussupplementtoamendthe Prior Prospectus Supplement to reduce the size of the continuousoffering by us under the Prior Prospectus to up to $168,241 of common stock. As of the date hereof, after taking into account the$118,241 of common stock that was previously sold pursuant to the Prior Prospectus Supplement, we may offer up to an additional$50,000 of common stock under the Prior Prospectus Supplement, as amended by the prospectus supplement. We will not make anyadditional sales of common stock exceeding $50,000 under the Prior Prospectus Supplement, as amended by this prospectussupplement, unless and until a new prospectus supplement or a new registration statement is filed. The Sales Agreement remains infull force and effect. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $55,355,365 which was calculated based on 27,957,255 shares of our outstanding common stockheld by non-affiliates at a price of $1.98 per share, the closing price of our common stock on The Nasdaq Capital Market onNovember 3, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on the RegistrationStatement in a primary offering with a value of more than one-third of our public float in any 12-month period, so long as our publicfloat is less than $75,000,000. During the 12 calendar months prior to, and including, the date of this prospectus supplement, we soldsecurities with an aggregate market value of $118,241 pursuant to General Instruction I.B.6 of Form S-3. Our common stock is listed on The Nasdaq Capital Market under the symbol “MSAI.” On November 3, 2025, the lastreported sale price of our common stock on The Nasdaq Capital Market was $1.98 per share. Investing in the offered securities involves a high degree of risk. Before buying any shares, you should read thediscussion of material risks of investing in our securities under the section titled“Risk Factors”beginning on pageS-6 of thePrior Prospectus Supplement, the accompanying prospectus and in the risks discussed under similar headings in thedocuments incorporated by reference in the Prior Prospectus and accompanying prospectus, as they may be amended,updated or modified periodically in our reports filed with the Securities and Exchange Commission. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACYOF THE PRIOR PROSPECTUS SUPPLEMENT, AS AMENDED BY THIS PROSPECTUS SUPPLEMENT, AND THEACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. B. Riley Securities The date of this prospectus supplement is November 4, 2025