多传感器人工智能控股有限公司美股招股说明书(2025-12-30版)

Resale of up to 34,229,826 Shares of Common Stock Resale of up to 68,459,652 Shares of Common Stock Underlying Warrants or Issuable Upon Conversion of Series AConvertible Preferred Stock Underlying Warrants This prospectus relates to the resale, from time to time, by the selling securityholders identified in this prospectus (the “SellingStockholders”) of (i) up to 34,229,826 shares of our common stock, par value $0.0001 per share (the “Common Stock”), and (ii) up to68,459,652 shares of Common Stock issuable upon the exercise of warrants (the “Warrants”), in each case, which were issued to theSelling Stockholders in connection with a private placement (the “Private Placement”). The Warrants provide that each SellingStockholder’s beneficial ownership of Common Stock, including after taking into account the full exercise of such SellingStockholder’s Warrant, shall in no event exceed 49.5% of our issued and outstanding Common Stock (the “Beneficial OwnershipCap”). In the event that a Selling Stockholder’s Warrant is not exercisable for shares of Common Stock due to the beneficial ownership The exercise price and number of shares of Common Stock underlying the Warrants are subject to full ratchet anti-dilutionprotection and adjustments in certain events; provided, however, that in no event will the exercise price of the Warrants equal less than$0.14944 per share of Common Stock. Therefore, this prospectus also covers up to 118,906,500 additional shares of Common Stock We are registering certain of the securities for resale pursuant to registration rights granted to the Selling Stockholders. Ourregistration of such securities does not mean that such Selling Stockholders will offer or sell any of the shares of Common Stock orSeries A Preferred Stock. The Selling Stockholders may offer, sell or distribute all or a portion of their shares of Common Stock or We will not receive any proceeds from the resale of the shares of Common Stock or Series A Preferred Stock by the SellingStockholders. We will receive the proceeds from any cash exercise of the Warrants, which we intend to use for general corporate andworking capital purposes. We may receive up to an aggregate of approximately $28.0 million from the cash exercise of the Warrants.The likelihood that holders of Warrants will exercise their Warrants, and therefore any amount of cash proceeds that we may receive, is INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 7 OF THIS PROSPECTUSAND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING Our Common Stock is listed on The Nasdaq Capital Market under the symbol “MSAI”. On December 11, 2025, the last reportedsale price of our Common Stock on The Nasdaq Capital Market was $0.51 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is December 30, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION3INCORPORATION BY REFERENCE4THE COMPANY5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF SECURITIES8SELLING STOCKHOLDERS13PLAN OF DISTRIBUTION16LEGAL MATTERS18EXPERTS185 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”),using a “shelf” registration process. By using a shelf registration statement, the Selling Stockholders may sell securities from time totime and in one or more offerings as described in this prospectus. When the Selling Stockholders offer and sell the shares, we or theSelling Stockholders may provide a prospectus supplement to this prospectus that contains specific information about the securitiesbeing offered and sold and the specific terms of that offering. To the extent permitted by applicable law, we may also authorize one ormore free writing prospectuses to be provided to you that may contain material information relating to these offerings. Any prospectussupplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to thatoffering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free Neither we, nor the Selling Stockholders, have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectusesprepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. The Selling Stockholders will not makean offer to sell these