MultiSensor AI (MSAI) 424B3Prospectus supplement

Filed Pursuant to Rule 424(b)(3)

 Registration No. 333-278793

PROSPECTUS  SUPPLEMENT NO. 3

(to prospectus dated April 26, 2024)

MultiSensor AI Holdings, Inc.

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This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278793).

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 10, 2024, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our Common Stock and Warrants are listed on The Nasdaq Global Market under the symbols “MSAI” and “MSAIW,” respectively. On May 14, 2024, the closing price of our Common Stock was $2.57 and the closing price of our Warrants was $0.0431.

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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 5 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.

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The date of this prospectus supplement is May 15, 2024.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2024

MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

(866) 861-0788

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

The information set forth in Item 8.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.

As previously disclosed, on December 19, 2023, the MultiSensor AI Holdings, Inc. (the “Company”) issued certain convertible notes with an aggregate principal balance of $6.805 million (the “Notes”), of which $6.555 million of such Notes have previously elected to be converted into shares of the Company’s common stock (“Common Stock”). On May 10, 2024, the Company entered into an agreement with a certain Note holder with an aggregate principal balance of $250,000 (the “Amended Note”) in order to amend the conversion price of the principal amount of the Amended Note to $5.00 per share of Common Stock, and to amend the conversion price of the interest amount of the Amended Note to $10.00 per share of Common Stock (the “Note Amendment”). In connection with the Note Amendment, the holder of the Amended Note elected to convert the Amended Note into shares of Common Stock effective as of May 10, 2024. On May 10, 2024, the Company issued 50,882 shares of Common Stock pursuant to conversion of the Amended Note.

Such description is qualified in its entirety by the full text of the Form of Note Amendment, which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

AMENDMENT TO
CONVERTIBLE PROMISSORY NOTE

AND
NOTICE OF CONVERSION

May 10, 2024

THIS AMENDMENT AND NOTICE OF CONVERSION to the Convertible Promissory Note, dated as of December 19, 2023 (the “Note”), by and among MultiSensor AI Holdings, a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), and the undersigned Note holder, is effective as of the date first written above (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Note.

WHEREAS, Section 11(b) of the Note provides that the Note may be amended by a written agreement executed by each of the Company and Holder;

WHEREAS, the Company and Holder desire to amend the Note as set forth in this Amendment;

WHEREAS, this Notice of Conversion is being delivered pursuant to Section 4(a) of the Note;

WHEREAS, the Board of Directors of the Company has approved the amendment of the Note to adjust the conversion price of the Note set forth in Section 4(b) of the Note in order to incentivize Noteholders to convert;

and

In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Amendment.

2.   Notice of Conversion

The undersigned hereby elects to convert principal under the Note, into shares of common stock, par value $0.0001 (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If Common Stock is to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4(d) of the Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid Common Stock.

Conversion calculations: