MultiSensor AI Holdings Files S-1

TL;DR

MSAI files S-1, get ready for potential IPO action.

AI Summary

MultiSensor AI Holdings, Inc. (formerly Infrared Cameras Holdings, Inc. and Sportsmap Tech Acquisition Corp.) filed an S-1 form on July 16, 2024. The company, based in Beaumont, TX, operates in the optical instruments and lenses sector. This filing indicates a potential public offering or significant corporate action.

Why It Matters

This S-1 filing by MultiSensor AI Holdings signals a step towards a public offering, which could bring new investment and scrutiny to the company's AI and optical instrument technologies.

Risk Assessment

Risk Level: medium — S-1 filings are often precursors to IPOs or significant capital raises, which inherently carry market and execution risks.

Key Numbers

• 198 — Public Document Count (Indicates the volume of related documents for this filing.)
• 333-280826 — SEC File Number (Unique identifier for the SEC filing.)

Key Players & Entities

• MultiSensor AI Holdings, Inc. (company) — Filer of the S-1 document
• Infrared Cameras Holdings, Inc. (company) — Former name of MultiSensor AI Holdings, Inc.
• Sportsmap Tech Acquisition Corp. (company) — Former name of MultiSensor AI Holdings, Inc.
• 20240716 (date) — Filing date of the S-1
• 20231219 (date) — Date of name change from Infrared Cameras Holdings, Inc.
• 20210524 (date) — Date of name change from Sportsmap Tech Acquisition Corp.
• 3827 (number) — Standard Industrial Classification code for Optical Instruments & Lenses

FAQ

Key Financial Figures

• $0.0001 — the "PIPE Shares") of our common stock, $0.0001 par value per share ("Common Stock"), a
• $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
• $250.0 million — ock held by non-affiliates is less than $250.0 million measured on the last business day of ou
• $100.0 million — ter, or our annual revenue is less than $100.0 million during the most recently completed fisc

Filing Documents

• msai-20240331xs1.htm (S-1) — 3610KB
• msai-20240331xex5d1.htm (EX-5.1) — 16KB
• msai-20240331xex23d1.htm (EX-23.1) — 2KB
• msai-20240331xexfees.htm (EX-FILING FEES) — 31KB
• msai-20240331xs1004.jpg (GRAPHIC) — 4KB
• msai-20240331xs1005.jpg (GRAPHIC) — 2KB
• msai-20240331xs1006.jpg (GRAPHIC) — 2KB
• msai-20240331xs1007.jpg (GRAPHIC) — 3KB
• msai-20240331xs1008.jpg (GRAPHIC) — 2KB
• msai-20240331xs1009.jpg (GRAPHIC) — 3KB
• msai-20240331xs1010.jpg (GRAPHIC) — 3KB
• msai-20240331xs1011.jpg (GRAPHIC) — 2KB
• msai-20240331xs1012.jpg (GRAPHIC) — 4KB
• msai-20240331xs1013.jpg (GRAPHIC) — 4KB
• msai-20240331xs1014.jpg (GRAPHIC) — 5KB
• msai-20240331xs1015.jpg (GRAPHIC) — 2KB
• msai-20240331xs1016.jpg (GRAPHIC) — 3KB
• msai-20240331xex5d1001.jpg (GRAPHIC) — 5KB
• msai-20240331xex5d1002.jpg (GRAPHIC) — 5KB
• 0001410578-24-001083.txt ( ) — 17015KB
• msai-20240331.xsd (EX-101.SCH) — 113KB
• msai-20240331_cal.xml (EX-101.CAL) — 123KB
• msai-20240331_def.xml (EX-101.DEF) — 607KB
• msai-20240331_lab.xml (EX-101.LAB) — 679KB
• msai-20240331_pre.xml (EX-101.PRE) — 976KB
• msai-20240331xs1_htm.xml (XML) — 2299KB

USE OF PROCEEDS

USE OF PROCEEDS 36 DIVIDEND POLICY 36 CAPITALIZATION 36

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 68 SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES 75 BENEFICIAL OWNERSHIP 76 MANAGEMENT 78 EXECUTIVE AND DIRECTOR COMPENSATION 87 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 91 SELLING SECURITYHOLDERS 95 PLAN OF DISTRIBUTION 96 LEGAL MATTERS 98 EXPERTS 98 WHERE YOU CAN FIND MORE INFORMATION 99 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 Selling Stockholders 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 W

View Full Filing

View this S-1 filing on SEC EDGAR