MultiSensor AI Holdings Inc 2025年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. YES☐NO☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days. YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). YES☐NO☒The aggregate market value of the voting and non-voting common stock held by non-affiliates of MultiSensor AI Holdings, Inc. as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of $0.598 per share, was approximately $20.4 million.As ofMarch 9, 2026, the number of shares of the registrant’s common stock outstanding was approximately 80,491,889. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders, to be filed with the Securities and ExchangeCommission within 120days after the end of the fiscalyear to which this report relates, are incorporated by reference into PartIII of this Annual Report on Form10-Kwhere indicated. TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS2PARTI4Item1. Business.4Item1A.Risk Factors.15Item1B.Unresolved Staff Comments.45Item1C.Cybersecurity.45Item2.Properties.46Item3.Legal Proceedings.46Item4.Mine Safety Disclosures.46PARTII47Item5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.47Item6.[Reserved].47Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.48Item7A.Quantitative and Qualitative Disclosures About Market Risk.57Item8.Financial Statements and Supplementary Data.58Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.83Item9A.Controls and Procedures.83Item9B.Other Information.83Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.83PARTIII84Item10.Directors, Executive Officers and Corporate Governance.84Item11.Executive Compensation.84Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.84Item13.Certain Relationships and Related Transactions, and Director Independence.84Item14.Principal Accountant Fees and Services.84PART IV85Item15.Exhibits and Financial Statement Schedules85Item16.Form10-K Summary.88Signatures89 Unless otherwise indicated or the context otherwise requires, references to the “Company,” “we,” “us,” or“our” refer to the business of (i) Infrared Cameras Holdings,Inc., a Delaware corporation (“Legacy ICI”) prior to theconsummation of the transactions completed pursuant to that certain business combination agreement, dated as ofDecember5, 2022, as amended by Amendment No.1, dated June 27, 2023, and Amendment No.2, datedSeptember17, 2023 (the “Business Combination Agreement”