MultiSensor AI Holdings Inc 2026年季度报告

(Mark One) or MultiSensor AI Holdings,Inc. (Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act) Yes☐No☒As of May 6, 2026, there were 2,019,434 shares of the registrant’s common stock outstanding. TABLE OF CONTENTS PageFORWARD-LOOKING STATEMENTS1PARTI– FINANCIAL INFORMATION2ITEM1. FINANCIAL STATEMENTS.2ITEM2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS.14ITEM3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.22ITEM4. CONTROLS AND PROCEDURES.22PARTII– OTHER INFORMATION23ITEM1. LEGAL PROCEEDINGS23ITEM1A. RISK FACTORS23ITEM2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS23ITEM3. DEFAULTS UPON SENIOR SECURITIES23ITEM4. MINE SAFETY DISCLOSURES23ITEM5. OTHER INFORMATION23ITEM6. EXHIBITS24SIGNATURES26 Unless otherwise indicated or the context otherwise requires, references to the “Company,” “we,” “us,” or“our” refer to MultiSensor AI Holdings, Inc. and its consolidated subsidiaries. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within themeaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to becovered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may beforward-lookingstatements.Words such as“anticipates,”“believes,”“contemplates,”“continue,”“could,”“estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “targets,” or “will” orthe negative of these terms or other similar expressions are intended to identify such forward-looking statements.Statements regarding our future results of operations and financial position, business strategy, and plans and objectivesof management for future operations, our expected incurrence of significant expenses and continuing losses in thefuture, expansion of our Software as a Service (“SaaS”) capabilities and offerings, our expectations concerning theearning of subscription revenue, our expected future research and development costs and expected growth are forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections aboutfuture events and financial trends that we believe may affect our business, financial condition and results of operations.Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors thatcould cause actual results to differ materially from those anticipated in such statements, including, without limitation,the following: ●continued low income, net losses, negative cash flows from operations and negative net workingcapital;●failure to maintain competitive sales prices or reduce costs;●failure to successfully manage the expansion of our SaaS capabilities and offerings;●incurrence of substantial research and development costs;●product recalls, product liability claims and any resultant impact on our reputation;●certain of our subscriptions are subject to cancellation without advance notice;●cost and availability of capital;●the loss of large customers; and●the inability to effectively grow our sales, network of distributors, or business prospects. For a more detailed discussion of these and other factors that may affect our business and