Filed Pursuant to Rule 424(b)(3)
Registration No. 333-278793
PROSPECTUS SUPPLEMENT NO. 2
(to prospectus dated April 29, 2024)
MultiSensor AI Holdings, Inc.
This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to supplement, modify or supersede certain information contained in the Prospectus. Any statement in the Prospectus that is modified or superseded is not deemed to constitute a part of the Prospectus, except as modified or superseded by this prospectus supplement. Except to the extent that the information in this prospectus supplement modifies or supersedes the information contained in the Prospectus, this prospectus supplement should be read, and will be delivered, with the Prospectus. This prospectus supplement is not complete without, and may not be utilized except in connection with, the Prospectus.
Our Common Stock and Warrants are listed on The Nasdaq Global Market under the symbols “MSAI” and “MSAIW,” respectively. On May 6, 2024, the closing price of our Common Stock was $2.69 and the closing price of our Warrants was $0.044.
We are an “emerging growth company” and “smaller reporting company” for purposes of federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves certain risks. See the section entitled “Risk Factors” beginning on page 8 of the Prospectus and under similar headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.
Neither the SEC nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 7, 2024.
REGISTERED HOLDERS
The information in the table that appears under the caption “Registered Holders” on pages 79 through 88 of the Prospectus is modified to reflect the issuance of shares of Common Stock issued in the conversion of certain of the Financing Notes (as previously registered on the Prospectus, and including shares relating to accrued interest on such Financing Notes), and to reflect minor typographical corrections.
| | | Securities Beneficially Owned
prior to this Offering | | | Securities To be Sold
in this Offering | | | Securities Beneficially Owned
Following this Offering | |
| Name of Registered Holder | | Shares of
Common
Stock | | | % of
Ownership | | | Warrants | | | Shares of
Common
Stock | | | Warrants | | | Shares of
Common
Stock | | | % of
Ownership | | | Warrants | |
| GARY STRAHAN(2) | | 6,371,018 | | | 46.3 | % | | 50,000 | | | 6,371,018 | | | - | | | - | | | - | | | 50,000 | |
| STEVEN WINCH(3) | | 552,805 | | | 4.0 | % | | - | | | 552,805 | | | - | | | - | | | - | | | - | |
| DAVID GOW(4) | | 682,588 | | | 5.0 | % | | 45,700 | | | 682,588 | | | 35,700 | | | - | | | - | | | 10,000 | |
| REID RYAN(5) | | 129,932 | | | * | | | 3,750 | | | 129,932 | | | 3,750 | | | - | | | - | | | - | |
| JACOB SWAIN(6) | | 38,141 | | | * | | | 1,875 | | | 38,141 | | | 1,875 | | | - | | | - | | | - | |
| LAWSON GOW(7) | | 103,500 | | | * | | | 1,500 | | | 103,500 | | | 1,500 | | | - | | | - | | | - | |
| DAVID GRAFF(8) | | 75,353 | | | * | | | 75 | | | 75,353 | | | 75 | | | - | | | - | | | - | |
| OLIVER LUCK(9) | | 110,716 | | | * | | | 5,075 | | | 143,716 | | | 75 | | | - | | | - | | | 5,000 | |
| STEVEN WEBSTER(10) | | 597,126 | | | 4.3 | % | | 62,500 | | | 597,126 | | | 37,500 | | | - | | | - | | | 25,000 | |
| DEEPAK MENON | | 11,137 | | | * | | | - | | | 11,137 | | | - | | | - | | | - | | | - | |
| ANIL ANNADATA | | 22,281 | | | * | | | - | | | 22,281 | | | - | | | - | | | - | | | - | |
| JOSHUA BONDELE(11) | | 11,211 | | | * | | | - | | | 11,211 | | | - | | | - | | | - | | | - | |
| STEVEN JAMES BUSH(12) | | 11,211 | | | * | | | - | | | 11,211 | | | - | | | - | | | - | | | - | |
| RICHARD E. SHORMA TRUST U/A dated June 22, 2021 | | 22,429 | | | * | | | - | | | 22,429 | | | - | | | - | | | - | | | - | |
| NOLAN RYAN | | 21,320 | | | * | | | - | | | 21,320 | | | - | | | - | | | - | | | - | |
| IKE CLAYPOOL | | 10,487 | | | * | | | - | | | 10,487 | | | - | | | - | | | - | | | - | |
| CORBY J ROBERTSON JR | | 52,089 | | | * | | | - | | | 52,089 | | | - | | | - | | | - | | | - | |
| KEEN ENDEAVORS, LLC | | 31,254 | | | * | | | - | | | 31,254 | | | - | | | - | | | - | | | - | |
| ROBERT JEFFREY WILLIAMS | | 20,908 | | | * | | | - | | | 20,908 | | | - | | | - | | | - | | | - | |
| JERRY DEARING | | 20,974 | | | * | | | - | | | 20,974 | | | - | | | - | | | - | | | - | |
| CASEY CRENSHAW | | 20,582 | | | * | | | - | | | 20,582 | | | - | | | - | | | - | | | - | |
| DON A SANDERS(13) | | 282,012 | | | 2.1 | % | | 37,500 | | | 282,012 | | | 22,500 | | | - | | | - | | | 15,000 | |
| BRAD SANDERS(14) | | 36,440 | | | * | | | 3,750 | | | 36,440 | | | - | | | - | | | - | | | 3,750 | |
| LAURA SANDERS(15) | | 62,881 | | | * | | | 7,500 | | | 62,881 | | | - | | | - | | | - | | | 7,500 | |
| | | Securities Beneficially Owned
prior to this Offering | | | Securities To be Sold
in this Offering | | | Securities Beneficially Owned
Following this Offering | |
| Name of Registered Holder | | Shares of Common Stock | | | % of
Ownership | | | Warrants | | | Shares of
Common
Stock | | | Warrants | | | Shares of
Common
Stock | | | % of
Ownership | | | Warrants | |
| SUSAN SANDERS(16) | | 36,440 | | | * | | | 3,750 | | | 82,000 | | | - | | | - | | | - | | | 3,750 | |
| WEIR HOLDINGS LP(17) | | 47,002 | | | * | | | 6,250 | | | 58,375 | | | 3,750 | | | - | | | - | | | 2,500 | |
| HORN MANAGEMENT, LLC(18) | | 136,680 | | | * | | | 17,500 | | | 182,172 | | | 7,500 | | | - | | | - | | | 10,000 | |
| CREEKSIDE 1 HOLDINGS LLC(19) | | 239,454 | | | 1.7 | % | | 29,375 | | | 330,438 | | | 9,375 | | | - | | | - | | | 20,000 | |
| JERRELL GLEN CLAY SR.(20) | | 24,125 | | | * | | | 4,750 | | | 45,625 | | | 2,250 | | | - | | | - | | | 2,500 | |
| LIFT HIGH, LLC(21) | | 176,332 | | | 1.3 | % | | 25,000 | | | 290,000 | | | - | | | - | | | - | | | 25,000 | |
| RWI PARTNERSHIP, LTD(22) | | 68,750 | | | * | | | 17,500 | | | 154,750 | | | 7,500 | | | - | | | - | | | 10,000 | |
| BOCO NVST, LLC(23) | | 7,500 | | | * | | | 2,500 | | | 29,000 | | | - | | | - | | | - | | | 2,500 | |
| BRENT J. SMOLIK(24) | | 88,166 | | | * | | | 12,500 | | | 145,000 | | | - | | | - | | | - | | | 12,500 | |
| CULLEN AND CARSON CONE 2010 TRUST(25) | | 70,533 | | | * | | | 10,000 | | | 116,000 | | | - | | | - | | | - | | | 10,000 | |
| BRAD KANGIESER(26) | | 52,900 | | | * | | | 7,500 | | | 87,000 | | | - | | | - | | | - | | | 7,500 | |
| HERRIN DESCENDANTS 2010 TRUST(27) | | 52,900 | | | * | | | 7,500 | | | 87,000 | | | - | | | - | | | - | | | 7,500 | |
| MACHAN INVESTMENTS, LLC(28) | | 88,166 | | | * | | | 12,500 | | | 145,000 | | | - | | | - | | | - | | | 12,500 | |
| CULLEN SPITZER(29) | | 52,900 | | | * | | | 7,500 | | | 87,000 | | | - | | | - | | | - | | | 7,500 | |
| CAMACA AS(30) | | 37,500 | | | * | | | 12,500 | | | 145,000 | | | - | | | - | | | - | | | 12,500 | |
| JAMES CHRISTMAS(31) | | 176,270 | | | 1.3 | % | | 25,000 | | | 290,000 | | | - | | | - | | | - | | | 25,000 | |
| KOSBERG HOLDINGS(32) | | 70,508 | | | * | | | 10,000 | | | 116,000 | | | - | | | - | | | - | | | 10,000 | |
| JOHNNY CARRABBA(33) | | 70,508 | | | * | | | 10,000 | | | 116,000 | | | - | | | - | | | - | | | 10,000 | |
| TANYA JO DRURY TRUST(34) | | 70,508 | | | * | | | 10,000 | | | 116,000 | | | - | | | - | | | - | | | 10,000 | |
| CHRISTINE PATTERSON(35) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| CHARLES HENRY FERNANDEZ 2021 Trust UAD 5/6/21(36) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| BENJAMIN AVERY BATISTICK 2021 Trust UAD 5/6/21(37) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
MELANIE E. SHAW 2015 KIDS
TRUST(38) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| JOHN HARRIS WHITMIRE 2015 Grandchildrens Trust(39) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| ALBERT SANDERS KELLER U/T/D 02/11/97(40) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| MIA SCARLET BATISTICK 2016 Trust UAD 12/23/16(41) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| EILEEN COLGIN 2015 GRANDCHILDRENS TRUST UAD 12/3/2015(42) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| RUSSELL HARDIN, JR GRANDCHILDREN’S TRUST UAD 12/3/15(43) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| BRET SANDERS(44) | | 47,002 | | | * | | | 6,250 | | | 80,875 | | | 3,750 | | | - | | | - | | | 2,500 | |
| DAVID GOW, JR.(52) | | 3,497 | | | * | | | 750 | | | 3,497 | | | 750 | | | - | | | - | | | - | |
| CHRISTOPHER GOW(52) | | 6,995 | | | * | | | 1,500 | | | 6,995 | | | 1,500 | | | - | | | - | | | - | |
| | | Securities Beneficially Owned
prior to this Offering | | | Securities To be Sold
in this Offering | | | Securities Beneficially Owned
Following this Offering | |
| Name of Registered Holder | | Shares of
Common
Stock | | | % of
Ownership | | | Warrants | | | Shares of
Common
Stock | | | Warrants | | | Shares of
Common
Stock | | | % of
Ownership | | | Warrants | |
| SARAH V GOW FOY(52) | | 6,995 | | | * | | | 1,500 | | | 6,995 | | | 1,500 | | | - | | | - | | | - | |
| WESLEY GOW(52) | | 3,497 | | | * | | | 750 | | | 3,497 | | | 750 | | | - | | | - | | | - | |
| DON A SANDERS CHILDRENS TRUST DTD 2003(53) | | 58,125 | | | * | | | 11,250 | | | 58,125 | | | 11,250 | | | - | | | - | | | - | |
| GLYNDA FAYE PATTERSON(45) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| QUINCY CATALINA SANDERS 2009 Trust UAD 6/16/2003(46)(54) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| NOLAN BRADLEY SANDERS 2005 Trust UAD 6/16/2003(47) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| SELA RIVAS SANDERS 2003 Trust UAD 6/16/2003(48)(54) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| 2009 SANDERS CHILDRENS TRUST UAD 10/21/2009 FBO Chelsea Collmer(49)(55) | | 8,813 | | | * | | | 1,250 | | | 14,500 | | | - | | | - | | | - | | | 1,250 | |
| JILL A BLASHACK STRAHAN TRUST U/A May 8, 2004, as amended and restated(50) | | 355,079 | | | 2.6 | % | | 50,000 | | | 580,000 | | | - | | | - | | | - | | | 50,000 | |
| BYRON ROTH LLC(51) | | 62,711 | | | * | | | 8,438 | | | 61,925 | | | 8,438 | | | - | | | - | | | - | |
| CR FINANCIAL HOLDINGS, INC (51) | | 188,062 | | | 1.4 | % | | 25,312 | | | 188,062 | | | 25,312 | | | - | | | - | | | - | |
| DIANE S KENDALL | | 26,229 | | | * | | | 5,625 | | | 26,229 | | | 5,625 | | | - | | | - | | | - | |
| GRANT GUTHRIE | | 8,314 | | | * | | | - | | | 8,314 | | | - | | | - | | | - | | | - | |
| MIGHTY EQUITIES MANAGEMENT, LLC | | 52,459 | | | * | | | 11,250 | | | 52,459 | | | 11,250 | | | - | | | - | | | - | |
| JOHN LIPMAN | | 100,034 | | | * | | | 14,220 | | | 100,034 | | | 14,220 | | | - | | | - | | | - | |
| WILLIAM F. HARTFIEL III | | 59,166 | | | * | | | 7,963 | | | 59,166 | | | 7,963 | | | - | | | - | | | - | |
| TODD FARQUHARSON | | 4,240 | | | * | | | - | | | 4,240 | | | - | | | - | | | - | | | - | |
| BRADLEY W. BAKER | | 59,166 | | | * | | | 7,963 | | | 59,166 | | | 7,963 | | | - | | | - | | | - | |
| JAMES GRAHAM MCKERNAN JR | | 4,240 | | | * | | | - | | | 4,240 | | | - | | | - | | | - | | | - | |
| LINCOLN KENDALL | | 3,922 | | | * | | | - | | | 3,922 | | | - | | | - | | | - | | | - | |
| DONALD R. KENDALL, JR. | | 96,070 | | | * | | | 16,875 | | | 96,070 | | | 16,875 | | | - | | | - | | | - | |
| LINDSEY HARVEL | | 4,240 | | | * | | | - | | | 4,240 | | | - | | | - | | | - | | | - | |
| JOHN WHITMIRE | | 38,750 | | | * | | | 7,500 | | | 38,750 | | | 7,500 | | | - | | | - | | | - | |
| ROBERT BENNETT | | 4,157 | | | * | | | - | | | 4,157 | | | - | | | - | | | - | | | - | |
| ROBERT NELSON MURRAY | | 38,750 | | | * | | | 7,500 | | | 38,750 | | | 7,500 | | | - | | | - | | | - | |
| DAVID FARINA | | 72,901 | | | * | | | 9,812 | | | 72,901 | | | 9,812 | | | - | | | - | | | - | |
| JAMES R. JARD | | 34,973 | | | * | | | 7,500 | | | 14,973 | | | 7,500 | | | - | | | - | | | - | |
| LNR ENTERPRISES MANAGEMENT LLC | | 38,750 | | | * | | | 7,500 | | | 38,750 | | | 7,500 | | | - | | | - | | | - | |
| SAN LUIS DEVELOPMENT LP | | 87,431 | | | * | | | 18,750 | | | 87,431 | | | 18,750 | | | - | | | - | | | - | |
| GARY WAYNE MOORE JR | | 10,537 | | | * | | | - | | | 10,537 | | | - | | | - | | | - | | | - | |
| JODY D CROOK | | 8,743 | | | * | | | 1,875 | | | 8,743 | | | 1,875 | | | - | | | - | | | - | |
| AARON M GUREWITZ TRUSTEE | | 31,340 | | | * | | | 4,218 | | | 31,340 | | | 4,218 | | | - | | | - | | | - | |
| | | Securities Beneficially Owned
prior to this Offering | | | Securities To be Sold in this Offering | | | Securities Beneficially Owned Following this Offering | |
| Name of Registered Holder | | Shares of
Common
Stock | | | % of
Ownership | | | Warrants | | | Shares of
Common
Stock | | | Warrants | | | Shares of
Common
Stock | | | % of
Ownership | | | Warrants | |
PETER BAIRD(60) | | 210,102 | | | 1.5 | % | | - | | | 210,102 | | | - | | | - | | | - | | | - | |
| J5D ENTERPRISE, LP | | 52,459 | | | * | | | 11,250 | | | 52,459 | | | 11,250 | | | - | | | - | | | - | |
| LAURA BEAVERS | | 4,240 | | | * | | | - | | | 4,240 | | | - | | | - | | | - | | | - | |
| WILLIAM H PROPPER, III | | 3,497 | | | * | | | 750 | | | 3,497 | | | 750 | | | - | | | - | | | - | |
| DONALD RYAN HULSTRAND | | 12,677 | | | * | | | 1,706 | | | 12,677 | | | 1,706 | | | - | | | - | | | - | |
| BRAD WALLACE | | 20,954 | | | * | | | - | | | 20,954 | | | - | | | - | | | - | | | - | |
| 2009 SANDERS CHILDRENS TRUST UAD 10/21/2009 FBO Christopher Collmer | | 8,813 | | | * | | | 1,250 | | | 2,500 | | | - | | | - | | | - | | | 1,250 | |
| ANDREW J. MARTIN | | 36,067 | | | * | | | - | | | 36,067 | | | - | | | - | | | - | | | - | |
| JOHN DOUGLAS SCHICK | | 17,486 | | | * | | | 3,750 | | | 17,486 | | | 3,750 | | | - | | | - | | | - | |
| SHADAYSHA, LLC | | 104,918 | | | * | | | 22,500 | | | 104,918 | | | 22,500 | | | - | | | - | | | - | |
| KANE VENTURES, LTD. | | 8,743 | | | * | | | 1,875 | | | 8,743 | | | 1,875 | | | - | | | - | | | - | |
| SCOTT ZINDLER | | 17,486 | | | * | | | 3,750 | | | 17,486 | | | 3,750 | | | - | | | - | | | - | |
| JOHN S. BEESON | | 26,229 | | | * | | | 5,625 | | | 26,229 | | | 5,625 | | | - | | | - | | | - | |
| FLIGHT PARTNERS MANAGEMENT, LLC | | 135,625 | | | * | | | 26,250 | | | 135,625 | | | 26,250 | | | - | | | - | | | - | |
| CAMERON WIEDING | | 8,743 | | | * | | | 1,875 | | | 8,743 | | | 1,875 | | | - | | | - | | | - | |
| JAMES G TURNER | | 8,743 | | | * | | | 1,875 | | | 8,743 | | | 1,875 | | | - | | | - | | | - | |
| ROCKER U INTERESTS, LLC | | 22,732 | | | * | | | 4,875 | | | 22,732 | | | 4,875 | | | - | | | - | | | - | |
| JAMES ZAVORAL | | 40,147 | | | * | | | 5,403 | | | 40,147 | | | 5,403 | | | - | | | - | | | - | |
| STEVE DYER | | 40,147 | | | * | | | 5,403 | | | 40,147 | | | 5,403 | | | - | | | - | | | - | |
| CHARLES THOMAS MARTIN PENDERGRAFT | | 8,743 | | | * | | | 1,875 | | | 8,743 | | | 1,875 | | | - | | | - | | | - | |
| CHICAGO EARLY GROWTH VENTURES, LLC | | 12,940 | | | * | | | 2,775 | | | 12,940 | | | 2,775 | | | - | | | - | | | - | |
| MATTHEW DAY | | 21,130 | | | * | | | 2,844 | | | 21,130 | | | 2,844 | | | - | | | - | | | - | |
| KEVIN HARRIS | | 59,166 | | | * | | | 7,963 | | | 59,166 | | | 7,963 | | | - | | | - | | | - | |
| COUNTLESS HOLDINGS, LLC | | 34,973 | | | * | | | 7,500 | | | 34,973 | | | 7,500 | | | - | | | - | | | - | |
| MAROON ALLIANCE, LLC | | 34,973 | | | * | | | 7,500 | | | 34,973 | | | 7,500 | | | - | | | - | | | - | |
| ROCINANTE VENTURES | | 17,486 | | | * | | | 3,750 | | | 17,486 | | | 3,750 | | | - | | | - | | | - | |
| John Alton Burdine Estate Trust | | 94,099 | | | * | | | 16,500 | | | 86,500 | | | 15,000 | | | - | | | - | | | 1,500 | |
| GEORGE J KLAMER | | 87,431 | | | * | | | 18,750 | | | 87,431 | | | 18,750 | | | - | | | - | | | - | |
| JAN HOLZINGER BRES | | 17,486 | | | * | | | 3,750 | | | 17,486 | | | 3,750 | | | - | | | - | | | - | |
| FRED S. ZEIDMAN | | 3,922 | | | * | | | - | | | 3,922 | | | - | | | - | | | - | | | - | |
| GHCJ RANCHES, LLC | | 52,459 | | | * | | | 11,250 | | | 52,459 | | | 11,250 | | | - | | | - | | | - | |
| STEVE W HEROD | | 38,750 | | | * | | | 7,500 | | | 38,750 | | | 7,500 | | | - | | | - | | | - | |
| GARY PETERSEN | | 63,519 | | | * | | | - | | | 63,519 | | | - | | | - | | | - | | | - | |
| ASTRA EXPLORATION COMPANY, INC. | | 17,486 | | | * | | | 3,750 | | | 17,486 | | | 3,750 | | | - | | | - | | | - | |
| BRYCE J LARSON | | 20,836 | | | * | | | - | | | 20,836 | | | - | | | - | | | - | | | - | |
| STEVE GUIDRY(56) | | 17,020 | | | * | | | - | | | 17,020 | | | - | | | - | | | - | | | - | |
| JEFF GUIDA (57) | | - | | | * | | | - | | | - | | | - | | | - | | | - | | | - | |
| ROTH CAPITAL PARTNERS, LLC(58) | | 326,250 | | | 2.4 | % | | - | | | 326,250 | | | - | | | - | | | - | | | - | |
| CRAIG-HALLUM CAPITAL GROUP, LLC(59) | | 326,250 | | | 2.4 | % | | - | | | 326,250 | | | - | | | - | | | - | | | - | |
| ALVIN FUND, LLC | | 182,348 | | | * | | | | | | 182,348 | | | | | | - | | | | | | | |
| STEPHEN KIRONT | | 3,300 | | | * | | | | | | 3,300 | | | - | | | | | | - | | | | |
| BARRY KIRONT | | 3,300 | | | * | | | | | | 3,300 | | | - | | | | | | - | | | | |
| RICHARD RIZZUTO | | 200 | | | * | | | | | | 200 | | | - | | | | | | - | | | | |
| STEVEN SHMULEWITZ | | 200 | | | * | | | | | | 200 | | | - | | | | | | - | | | | |
| PETER ALOMAR | | 200 | | | * | | | | | | 200 | | | - | | | | | | - | | | | |
| NATHAN MOGOLLAN | | 300 | | | * | | | | | | 300 | | | - | | | | | | - | | | | |
| PHILIP E ROSENWEIG LIVING TRUST | | 5,000 | | | * | | | | | | 5,000 | | | - | | | | | | - | | | | |
| SEAN MOLLARD | | 5,000 | | | * | | | | | | 5,000 | | | - | | | | | | - | | | | |
| SUTTER SECURITIES, INC. | | 5,000 | | | * | | | | | | 5,000 | | | - | | | | | | - | | | | |
| BENJAMIN SECURITIES, INC. | | 6,000 | | | * | | | | | | 6,000 | | | - | | | - | | | | | | | |
* Less than 1%.
(1) The percentage of beneficial ownership is calculated based on 13,614,854 outstanding shares of Common Stock on April 8, 2024. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them.
(2) Mr. Strahan was the Chief Executive Officer of ICI and now serves as our Chief Executive Officer and a member of our board of directors. The address for this registered holder is c/o MultiSensor AI Holdings, Inc., 2105 West Cardinal Drive, Beaumont, Texas 77705. Includes 305,079 shares of Common Stock and 50,000 Financing Warrant Shares held by the Jill A. Blashack Revocable Trust U/A May 8, 2004, as amended and restated, of which Jill A. Blashack, the wife of Gary Strahan, is trustee.
(3) Mr. Winch was the President of ICI and now serves as our President and a member of our board of directors. Securities to be sold in this offering include (i) 5,595 shares of Common Stock held by Mr. Winch, and (ii) 547,210 shares of Common Stock held by Villard Capital, LLC, an estate-planning vehicle for Mr. Winch controlled by Mr. Winch. The address for each registered holder named in this footnote is c/o MultiSensor AI Holdings, Inc., 2105 West Cardinal Drive, Beaumont, Texas 77705.
(4) Mr. Gow was a director of SportsMap and now serves as a member of our board of directors. Securities to be sold in this offering include 10,000 Financing Warrant Shares issuable to Mr. Gow upon the exercise of Financing Warrants held by Mr. Gow. The business address for Mr. Gow is 5353 West Alabama, Suite 415 Houston, Texas 77056.
(5) Mr. Ryan was a director of SportsMap and now serves as a member of our board of directors. The address for this registered holder is 6151 Doliver, Houston, Texas 77057.
(6) Mr. Swain was an officer of SportsMap prior to the Business Combination. The address for this registered holder is 4002 Walnut Pond, Houston, Texas 77059.
(7) Mr. Gow was an officer of SportsMap prior to the Business Combination. Mr. Gow’s father is David Gow. The address for this registered holder is 5135 Greentree Road, Houston, Texas 77056.
(8) Mr. Graff was a director of SportsMap prior to the Business Combination. The address for this registered holder is 110 South 14th Street, Suite 301, Lincoln, Nebraska 68508.
(9) Mr. Luck was a director of SportsMap prior to the Business Combination. Securities to be sold in this offering include 5,000 Financing Warrant Shares issuable to Mr. Luck upon the exercise of Financing Warrants held by Mr. Luck. The address for this registered holder is 265 Dillon Ridge Road, Suite C, Dillon, Colorado 80435.
(10) Mr. Webster was a director of SportsMap prior to the Business Combination. Securities to be sold in this offering include 25,000 Financing Warrant Shares issuable to Mr. Webster upon the exercise of Financing Warrants held by Mr. Webster. The address for this registered holder is 3200 Southwest Freeway, Suite 1490, Houston, Texas 77027.
(11) Securities to be sold in this offering include 29,373 shares of Common Stock issuable to Mr. Bondele upon the exercise of Company Options to be held by Mr. Bondele.
(12) Securities to be sold in this offering include 6,167 shares of Common Stock issuable to Mr. Bush upon the exercise of Company Options to be held by Mr. Bush.
(13) Securities to be sold in this offering include (15,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(14) Securities to be sold in this offering include 3,750 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(15) Securities to be sold in this offering include 7,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(16) Securities to be sold in this offering include 3,750 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(17) Securities to be sold in this offering include 2,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder. Don Weir is the managing partner of this registered holder, and has controlling interest in other registered holders as disclosed herein.
(18) Securities to be sold in this offering include 10,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(19) Securities to be sold in this offering include 20,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(20) Securities to be sold in this offering include 2,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(21) Securities to be sold in this offering include 25,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(22) Securities to be sold in this offering include 10,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(23) Securities to be sold in this offering include 2,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(24) Securities to be sold in this offering include 12,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(25) Securities to be sold in this offering include 10,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(26) Securities to be sold in this offering include (7,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(27) Securities to be sold in this offering include 7,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(28) Securities to be sold in this offering include 12,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(29) Securities to be sold in this offering include 7,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(30) Securities to be sold in this offering include (i12,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(31) Securities to be sold in this offering include 25,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(32) Securities to be sold in this offering include 10,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(33) Securities to be sold in this offering include 10,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(34) Securities to be sold in this offering include 10,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder. Don A. Sanders, another registered holder, is the trustee of this registered holder.
(35) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(36) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(37) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder. Ashley Batistick is the trustee if this registered holder.
(38) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(39) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder. Don Weir is the trustee of this registered holder, and has controlling interest in other registered holders as disclosed herein.
(40) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder. Ashley Batistick is the trustee if this registered holder.
(41) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(42) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(43) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(44) Securities to be sold in this offering include 2,500 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(45) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder. This registered holder is managed by Nolan Reese Ryan, a sibling of Reid Ryan, a former director of SportsMap and a continuing director of MultiSensor AI Holdings, Inc.
(46) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(47) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(48) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(49) Securities to be sold in this offering include 1,250 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder.
(50)Securities to be sold in this offering include 50,000 Financing Warrant Shares issuable to this registered holder upon the exercise of Financing Warrants held by this registered holder. Jill A. Blashack, the trustee of this holder, is the wife of Gary Strahan, who is the Chief Executive Officer and a director of MultiSensor AI Holdings, Inc.
(51) CR Financial Holdings, Inc. and Roth Capital Partners, LLC are entities controlled by Byron Roth, LLC.
(52) This registered holder’s father is David Gow.
(53) Don Weir, another registered holder, is the trustee of this registered holder, and has controlling interest in other registered holders as disclosed herein.
(54) Brad Sanders, another registered holder, is the trustee of this registered holder.
(55) Bret Sanders, another registered holder, is the trustee of this registered holder.
(56) Mr. Guidry serves as our General Counsel. Securities to be sold in this offering represent shares of Common Stock issuable to Mr. Guidry upon the exercise of Company Options to be held by Mr. Guidry. The address for this registered holder is c/o MultiSensor AI Holdings, Inc., 2105 West Cardinal Drive, Beaumont, Texas 77705.
(57) Mr. Guida was the Chief Innovation Officer of ICI and now serves as our Chief Innovation Officer.
(58) Roth Capital Partners, LLC was an underwriter in the IPO and served as an advisor to SportsMap in connection with the Business Combination. The business address of Roth Capital Partners, LLC is 888 San Clemente Dr, Newport Beach, CA 92660.
(59) Craig-Hallum Capital Group, LLC was an underwriter in the IPO and served as an advisor to SportsMap in connection with the Business Combination. The business address of Craig-Hallum Capital Group, LLC is 222 South 9th Street, Suite 350, Minneapolis, MN 55402.
(60) Mr. Baird was the Chief Financial Officer of ICI and now serves as our Chief Financial Officer . Securities to be sold in this offering include (i) 5,608 shares of Common Stock held directly, and (ii) 204,494 shares of Common Stock underlying Participating Company RSU Awards granted to Mr. Baird in connection with Closing. The address for this registered holder is c/o MultiSensor AI Holdings, Inc., 2105 West Cardinal Drive, Beaumont, Texas 77705.
We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.
Listing of Common Stock and Warrants
Our Common Stock and Public Warrants are currently listed on The Nasdaq Capital Market and trade under the symbols “MSAI” and “MSAIW”, respectively.
