MultiSensor AI Holdings, Inc. Files S-1 Registration Statement

TL;DR

<b>MultiSensor AI Holdings, Inc. has filed an S-1 registration statement, providing financial and operational details for its public offering.</b>

AI Summary

MultiSensor AI Holdings, Inc. (MSAIW) filed a IPO Registration (S-1) with the SEC on April 18, 2024. MultiSensor AI Holdings, Inc. (formerly Infrared Cameras Holdings, Inc. and Sportsmap Tech Acquisition Corp.) filed an S-1 registration statement on April 18, 2024. The company's fiscal year ends on December 31. The filing includes data related to warrants, common stock, retained earnings, and additional paid-in capital for the fiscal years ending December 31, 2021, 2022, and 2023. Key dates include the IPO on October 21, 2021, and a financing note on December 19, 2023. The company is incorporated in Delaware and its principal business address is in Beaumont, TX.

Why It Matters

For investors and stakeholders tracking MultiSensor AI Holdings, Inc., this filing contains several important signals. This S-1 filing is a crucial step for MultiSensor AI Holdings, Inc. as it prepares for potential public market activities, offering investors insight into its financial health and strategic direction. The detailed financial data presented in the S-1 allows potential investors to assess the company's historical performance, capital structure, and equity awards, informing investment decisions.

Risk Assessment

Risk Level: low — MultiSensor AI Holdings, Inc. shows low risk based on this filing. The filing is an S-1, which is a preliminary registration statement for a potential public offering, indicating the company is in the early stages of going public or raising capital, rather than reporting on established operations.

Analyst Insight

Monitor future filings for updates on the company's public offering status and financial performance post-registration.

Key Numbers

• 2023-12-31 — Fiscal Year End (Latest reported fiscal year end)
• 2021-10-21 — IPO Date (Date of IPO for former entity)
• 2023-12-19 — Financing Note Date (Date of financing note issuance)
• 2023-12-31 — Warrant Data (Data points related to warrants as of this date)

Key Players & Entities

• MultiSensor AI Holdings, Inc. (company) — Filer name
• Infrared Cameras Holdings, Inc. (company) — Former company name
• Sportsmap Tech Acquisition Corp. (company) — Former company name
• 2024-04-18 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end
• 2021-10-21 (date) — IPO date
• 2023-12-19 (date) — Financing note date
• DE (jurisdiction) — State of incorporation

FAQ

Key Dates

• 2024-04-18: S-1 Filing — Registration statement filed with the SEC.
• 2023-12-31: Fiscal Year End — Latest reported fiscal year end for financial data.
• 2021-10-21: IPO — Date of IPO for former entity, Sportsmap Tech Acquisition Corp.
• 2023-12-19: — Date related to a financing note issuance.

Glossary

S-1

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies intending to offer securities to the public. (Indicates the company is preparing for a public offering or significant capital raise.)

Warrant

A security that gives the holder the right, but not the obligation, to purchase shares of stock at a specified price within a specified time frame. (Relevant for understanding potential future dilution and capital structure.)

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Common Stock"), previou
• $25,000 — low) for an aggregate purchase price of $25,000, or approximately $0.009 per share, and
• $0.009 — hase price of $25,000, or approximately $0.009 per share, and (y) 675,000 Existing SMA
• $10.00 — vate Placement") of units at a price of $10.00 per unit, with each unit consisting of
• $108.9 million — ive up to an aggregate of approximately $108.9 million from the cash exercise of the Warrants.
• $11.50 — ercise price of each of our Warrants is $11.50 per warrant. However, the last reported
• $2.81 — our Common Stock on April 16, 2024 was $2.81. The likelihood that holders of Warrant
• $6,805,000 — s thereto. "Financing Notes" means the $6,805,000 in convertible promissory notes sold in
• $0.001 — means shares of common stock, par value $0.001 per share, of ICI designated as "Class
• $2.925 million — ch had an aggregate principal amount of $2.925 million. "IPO" means Legacy SMAP's initial pub
• $13.3 million — able future. ICI 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. ICI h
• $33.1 million — 2023. ICI had an accumulated deficit of $33.1 million as of December 31, 2023. While ICI has

Filing Documents

• msai-20231231xs1.htm (S-1) — 3133KB
• msai-20231231xex5d1.htm (EX-5.1) — 25KB
• msai-20231231xex23d1.htm (EX-23.1) — 2KB
• msai-20231231xexfilingfees.htm (EX-FILING FEES) — 60KB
• msai-20231231xs1004.jpg (GRAPHIC) — 2KB
• msai-20231231xs1005.jpg (GRAPHIC) — 2KB
• msai-20231231xs1006.jpg (GRAPHIC) — 3KB
• msai-20231231xs1007.jpg (GRAPHIC) — 2KB
• msai-20231231xs1008.jpg (GRAPHIC) — 3KB
• msai-20231231xs1009.jpg (GRAPHIC) — 3KB
• msai-20231231xs1010.jpg (GRAPHIC) — 2KB
• msai-20231231xs1011.jpg (GRAPHIC) — 4KB
• msai-20231231xs1012.jpg (GRAPHIC) — 4KB
• msai-20231231xs1013.jpg (GRAPHIC) — 5KB
• msai-20231231xs1014.jpg (GRAPHIC) — 2KB
• msai-20231231xs1015.jpg (GRAPHIC) — 3KB
• msai-20231231xex5d1001.jpg (GRAPHIC) — 5KB
• 0001104659-24-048846.txt (&nbsp;) — 11041KB
• msai-20231231.xsd (EX-101.SCH) — 77KB
• msai-20231231_cal.xml (EX-101.CAL) — 78KB
• msai-20231231_def.xml (EX-101.DEF) — 342KB
• msai-20231231_lab.xml (EX-101.LAB) — 642KB
• msai-20231231_pre.xml (EX-101.PRE) — 549KB
• msai-20231231xs1_htm.xml (XML) — 1554KB

USE OF PROCEEDS

USE OF PROCEEDS 38 DIVIDEND POLICY 39

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 40

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 65 SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES 72 BENEFICIAL OWNERSHIP 73 REGISTERED HOLDERS 75 MANAGEMENT 84 EXECUTIVE AND DIRECTOR COMPENSATION 92 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 96 PLAN OF DISTRIBUTION 99 LEGAL MATTERS 102 EXPERTS 102 WHERE YOU CAN FIND MORE INFORMATION 102 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: We have not 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. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. i Table of Contents SELECTED DEFINITIONS In this document: "BCA Shareholders" means the holders of MSAI Shares, which include securityholders of ICI who received shares of Common Stock as consideration pursuant to the Business Combination Agreement and certain advisors of SportsMap who received compensation for services rendered in connection with the IPO and the Business Combination. "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 Busines

View Full Filing

View this S-1 filing on SEC EDGAR