MultiSensor AI Holdings, Inc.

DEF 14A 1 tm2419249-2_def14a.htm DEF 14A

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United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Materials Pursuant to Rule 14a-12

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(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2024 special meeting of stockholders (the “Special Meeting”) of MultiSensor AI Holdings, Inc., which will be held on August 23, 2024, beginning at 10:00 a.m., Central Time. The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast atwww.virtualshareholdermeeting.com/MSAI2024SM.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent stockholders of record at the close of business on August 1, 2024 a Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our Proxy Statement and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy Statement.

Attached to this letter are a Notice of Special Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the Special Meeting via the Internet. Please vote electronically over the Internet, by telephone or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the Special Meeting. Instructions on how to vote while participating at the meeting live via the Internet are posted atwww.virtualshareholdermeeting.com/MSAI2024SM.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on August 23, 2024

To the Stockholders of MultiSensor AI Holdings, Inc.

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Special Meeting”) of MultiSensor AI Holdings, Inc. (the “Company”) will be held on August 23, 2024, beginning at 10:00 a.m., Central Time. We are planning to hold the Special Meeting virtually via the internet atwww.virtualshareholdermeeting.com/MSAI2024SM. You will not be able to attend the Special Meeting at a physical location. For instructions on how to attend and vote your shares at the Special Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information about the Special Meeting and Voting—How can I attend and vote at the Special Meeting?” At the Special Meeting, stockholders will act on the following matters:

(1)

To approve, for the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC Listing Rule 5635(d), the potential issuance of up to 6,602,439 shares of our common stock upon exercise of our Pre-Funded Warrants that were issued in connection with a private placement on July 1, 2024; and

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(2)

To consider any other matters that may properly come before the Special Meeting.

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These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on August 1, 2024 are entitled to notice of and to vote at the Special Meeting, or any continuation, postponement, or adjournment thereof.

Your vote is important. Voting your shares will ensure the presence of a quorum at the Special Meeting and will save us the expense of further solicitation.

Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors

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Beaumont, Texas

This Notice of Special Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about August 5, 2024.