MultiSensor AI Holdings Inc. 美股招股说明书（2026年3月13日版）

MultiSensor AI Holdings,Inc. Up to $60,000,000Common Stock We have entered into an at market issuance sales agreement (the “Sales Agreement”), with Roth Capital Partners, LLC andH.C. Wainwright & Co., LLC (the “Agents”), dated March 13, 2026, relating to the sale of shares of our common stock, par value$0.0001 per share, offered by this prospectus supplement and the accompanying prospectus. Pursuant to this prospectus supplement Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at the marketofferings” as defined in Rule415(a)(4)promulgated under the Securities Act of 1933, as amended (the “Securities Act”), includingsales made directly on or through The Nasdaq Capital Market, the existing trading market for our common stock, or any other existingtrading market for our common stock. The Agents are not required to sell any specific number or dollar amount of securities, but will The Agents will be entitled to compensation under the terms of the Sales Agreement at a commission of up to 3.0% of thegross sales price per share sold under the Sales Agreement. See “Plan of Distribution” beginning on pageS-13 for additionalinformation regarding the compensation to be paid to the Agents. In connection with the sale of the shares of common stock on our We are an “emerging growth company” as defined in Section2(a)of the Securities Act and a “smaller reporting company” asdefined under Rule405 of the Securities Act, and as such, we have elected to comply with certain reduced public company reporting Our common stock is listed on The Nasdaq Capital Market under the symbol “MSAI.” On March 12, 2026, the last reportedsale price of our common stock on The Nasdaq Capital Market was $0.30. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on pageS-6 of this prospectussupplement, the accompanying prospectus and the documents incorporated by reference herein and therein for a discussion of Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Roth Capital Partners | H.C. Wainwright & Co. The date of this prospectus supplement is March 13, 2026. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement relates to the offering of our shares of common stock. Before buying any of the shares ofcommon stock that we are offering, we urge you to carefully read this prospectus supplement, together with the accompanyingprospectus and information incorporated by reference herein and therein as described under the headings “Where You Can Find More This document is part of the registration statement that we filed with the Securities and Exchange Commission, (the “SEC”),using a “shelf” registration process and consists of two parts. The first part, this prospectus supplement, describes the terms of thisoffering of shares of common stock and also adds to and updates information contained in the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, including thedocuments incorporated by reference therein, provides more general information. To the extent there is a conflict between theinformation contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by You should rely only on the information contained in this prospectus supplement, any document incorporated by referenceherein, or any free writing prospectuses we may provide to you in connection with this offering. Neither we nor the Agents haveauthorized anyone to provide you with any different information. We take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may provide to you. The information contained in this prospectus supplement, and in We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, This prospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy any securities other thanthe shares of common stock to which it relates, nor does this prospectus supplement constitute an offer to sell or the solicitation of anoffer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. No action is b