MultiSensor AI Holdings Files S-1/A Amendment

TL;DR

MSAI filing update - looks like they're adjusting warrant valuations. Keep an eye on this.

AI Summary

MultiSensor AI Holdings, Inc. filed an S-1/A amendment on June 26, 2024. The company, formerly known as Infrared Cameras Holdings, Inc. and Sportsmap Tech Acquisition Corp., is based in Beaumont, TX. This filing relates to their securities, with specific data points concerning warrants and their valuation inputs as of March 31, 2024, and December 31, 2023.

Why It Matters

This filing provides updated information on MultiSensor AI Holdings' financial instruments and corporate structure, which is crucial for investors to assess the company's current standing and potential risks.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is preparing for significant financial events or disclosures, which can carry inherent risks for investors.

Key Numbers

• 333-280016 — SEC File Number (Identifies this specific SEC filing series.)
• 0001863990 — Central Index Key (CIK) (Unique identifier for the filer, MultiSensor AI Holdings, Inc.)

Key Players & Entities

• MultiSensor AI Holdings, Inc. (company) — Filer of the S-1/A
• Infrared Cameras Holdings, Inc. (company) — Former company name
• Sportsmap Tech Acquisition Corp. (company) — Former company name
• 20240626 (date) — Filing date
• 20231219 (date) — Date of name change
• 20210524 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ng of shares of common stock, par value $0.0001 per share ("Common Stock"), of MultiSen
• $1.98 — Stock on The Nasdaq Capital Market was $1.98 per share. The offering is being unde
• $15.0 million — hase for an aggregate purchase price of $15.0 million (the "Purchase Price") a number of shar
• $6,805,000 — s thereto. "Financing Notes" means the $6,805,000 in convertible promissory notes sold in
• $11.50 — of Common Stock at an exercise price of $11.50 per share issued in the Financing in co
• $0.001 — means shares of common stock, par value $0.001 per share, of Legacy ICI designated as
• $2.925 million — ch had an aggregate principal amount of $2.925 million. "IPO" means Legacy SMAP's initial pub
• $10.00 — rrently with the closing of the IPO, at $10.00 per unit. Each unit consisted of one sh
• $13.3 million — eable future. We incurred a net loss of $13.3 million for the year ended December 31, 2022 an
• $22.3 million — or the year ended December 31, 2022 and $22.3 million for year ended December 31, 2023. We ha
• $33.1 million — 2023. We had an accumulated deficit of $33.1 million as of December 31, 2023. While we have
• $1.235 billion — g Company As a company with less than $1.235 billion in revenue during our last fiscal year,
• $1.235 b — if (i) our annual gross revenue exceeds $1.235 billion, (ii) we issue more than $1.0 bil
• $1.0 billion — $1.235 billion, (ii) we issue more than $1.0 billion of non-convertible debt in any three-ye
• $700.0 million — ty securities held by non-affiliates of $700.0 million or more as of the last business day of

Filing Documents

• msai-20240331xs1a.htm (S-1/A) — 3735KB
• msai-20240331xex4d5.htm (EX-4.5) — 88KB
• msai-20240331xex9d1.htm (EX-9.1) — 64KB
• msai-20240331xex10d17.htm (EX-10.17) — 23KB
• msai-20240331xex10d18.htm (EX-10.18) — 146KB
• msai-20240331xex10d19.htm (EX-10.19) — 295KB
• msai-20240331xex23d1.htm (EX-23.1) — 2KB
• msai-20240331xs1a004.jpg (GRAPHIC) — 4KB
• msai-20240331xs1a008.jpg (GRAPHIC) — 2KB
• msai-20240331xs1a009.jpg (GRAPHIC) — 2KB
• msai-20240331xs1a010.jpg (GRAPHIC) — 3KB
• msai-20240331xs1a011.jpg (GRAPHIC) — 2KB
• msai-20240331xs1a012.jpg (GRAPHIC) — 3KB
• msai-20240331xs1a013.jpg (GRAPHIC) — 3KB
• msai-20240331xs1a014.jpg (GRAPHIC) — 2KB
• msai-20240331xs1a015.jpg (GRAPHIC) — 4KB
• msai-20240331xs1a016.jpg (GRAPHIC) — 4KB
• msai-20240331xs1a017.jpg (GRAPHIC) — 5KB
• msai-20240331xs1a018.jpg (GRAPHIC) — 2KB
• msai-20240331xs1a019.jpg (GRAPHIC) — 3KB
• 0001410578-24-001054.txt ( ) — 17858KB
• msai-20240331.xsd (EX-101.SCH) — 110KB
• msai-20240331_cal.xml (EX-101.CAL) — 123KB
• msai-20240331_def.xml (EX-101.DEF) — 607KB
• msai-20240331_lab.xml (EX-101.LAB) — 678KB
• msai-20240331_pre.xml (EX-101.PRE) — 977KB
• msai-20240331xs1a_htm.xml (XML) — 2299KB

USE OF PROCEEDS

USE OF PROCEEDS 42 DIVIDEND POLICY 43 CAPITALIZATION 43

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 78 SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES 85 BENEFICIAL OWNERSHIP 86 MANAGEMENT 88 EXECUTIVE AND DIRECTOR COMPENSATION 96 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 100

UNDERWRITING

UNDERWRITING 104 LEGAL MATTERS 111 EXPERTS 111 WHERE YOU CAN FIND MORE INFORMATION 112 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. i Table of Contents SELECTED DEFINITIONS In this document: "Business Combination" means the transactions completed pursuant to the Business Combination Agreement, including the Merger. "Business Combination Agreement" means the Business Combination Agreement, dated as of December 5, 2022, as amended by Amendment No. 1, dated June 27, 2023, and Amendment No. 2, dated September 17, 2023, by and among Legacy SMAP, Merger Sub and Legacy ICI. "Closing" means the consummation of the Business Combination. "Common Stock" or "MSAI Common Stock" means the common stock of MSAI, par value $0.0001 per share. "Financing" means the issuance and sale of the Financing Notes and Financing Warrants pursuant to the Subscription Agreement, dated December 1, 2023 between Legacy SMAP and the investors thereto. "Financing Notes" means the $6,805,000 in convertible promissory notes sold in the Financing in connection with the consummation of the Business Combination, a

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View this S-1/A filing on SEC EDGAR