MultiSensor AI Holdings Inc美股招股说明书(2025-11-05版)

4,595,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 6,100,000 Shares of Common Stock Shares of Common Stock Underlying Pre-Funded Warrants We are offering 4,595,000 shares of our common stock, par value $0.0001 per share,pursuant to this prospectus supplement and accompanying prospectus to a singleinstitutional investor. Each share of common stock is being sold at a price per shareequal to $1.35. We are also offering pre-funded warrants to purchase up to 6,100,000 shares ofcommon stock (the “Pre-Funded Warrants”) to each purchaser whose purchase of shares ofcommon stock in this offering would otherwise result in such purchaser, together withits affiliates and certain related parties, beneficially owning more than 9.99% ofouroutstanding common stock immediately following the consummation of thisoffering, in lieu of shares of common stock that would otherwise result in suchpurchaser’s beneficial ownership exceeding 9.99% of our outstanding common stock. Thepurchase price of each Pre-Funded Warrant will be equal to the price per share atwhich shares of common stock are sold to the public in this offering, minus $0.0001, andthe exercise price of each Pre-Funded Warrant will be $0.0001 per share. This offeringalso relates to the shares of common stock issuable upon exercise of any Pre-FundedWarrantssold in this offering.The Pre-Funded Warrants will be exercisableimmediately and may be exercised at any time until all of the Pre-Funded Warrants areexercised in full. There is no established public trading market for the Pre-Funded Warrants andwe do not expect a market to develop. In addition, we do not intend to list the Pre-Funded Warrants on The Nasdaq Capital Market, any other national securities exchangeor any other nationally recognized trading system. Roth Capital Partners, LLC, acted as the sole placement agentin connection withthis offering. The placement agent is entitled to a fee equal to 5.0% of the gross proceeds raised in the offering from the sale of common stock and Pre-Funded Warrants,or an aggregate of approximately $722,000. As of the date of this prospectus supplement, the aggregate market value of ouroutstanding 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 stock held bynon-affiliates at a price of $1.98 per share, the closing price of our common stock onNovember 3,2025,as reported on The Nasdaq Capital Market.Pursuant to GeneralInstructionI.B.6 of Form S-3,in no event will we sell shares pursuant to thisprospectus supplement with a value of more than one-third of the aggregate marketvalue of our common stock held by non-affiliates in any 12-month period, so long as theaggregatemarket value of our common stock held by non-affiliates is less than$75,000,000. During the 12 calendar months prior to, and including, the date of thisprospectus supplement, we sold $118,241 of securities pursuant to General InstructionI.B.6 of Form S-3. We are an “emerging growth company” as defined in Section 2(a) of the SecuritiesAct of 1933, as amended (the “Securities Act”), and a “smaller reporting company” asdefined under Rule 405 of the Securities Act, and as such, we have elected to complywithcertain reduced public company reporting requirements.See“ProspectusSupplement Summary-Implications of Being an Emerging Growth Company and a SmallerReporting Company.” Our common stock is listed on The Nasdaq Capital Market under the symbol “MSAI.”On November 3, 2025, the last reported sale price of our common stock on The NasdaqCapital Market was $1.98. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page S-5 of this prospectus supplement, the accompanying prospectus andthe documents incorporated by reference herein and therein for a discussion of therisks that you should consider in connection with an investment in our securities. Neitherthe Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of the securities offered hereby is expected to be made on or aboutNovember 5, 2025, subject to satisfaction of customary closing conditions. The date of this prospectus supplement is November 4, 2025. Page ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-8DILUTIONS-9DESCRIPTION OF SECURITIES WE ARE OFFERINGS-10PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-13EXPERTSS-13WHERE YOU CAN FIND MORE INFORMATIONS-13INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-14 PROSPECTUS ABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE4THE COMPANY6R