MultiSensor AI Holdings, Inc.

DEF 14A 1 tm2531287-4_def14a.htm DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a.101)

INFORMATION REQUIRED IN PROXY STATEMENT

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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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 Material under § 240.14a-12

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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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SPECIAL MEETING OF STOCKHOLDERS

December 1, 2025

Dear Fellow Stockholders:

You are invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of MultiSensor AI Holdings, Inc. (the “Company,” “MSAI,” “us,” “we” and “our”) on Monday, December 15, 2025, which will be held virtually at https://www.cstproxy.com/multisensorai/sm2025, at 10:00 a.m., Central Time. The Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. You or your proxyholder will be able to attend the virtual Special Meeting online, vote your shares electronically, and submit questions during the Special Meeting by visiting https://www.cstproxy.com/multisensorai/sm2025 and entering the 12-digit control number included on your proxy card or voting instruction form, as applicable. To receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement (the “Proxy Statement”). Enclosed with this letter are your notice of Special Meeting of Stockholders, Proxy Statement and proxy voting card. The Proxy Statement included with this notice discusses the proposals to be considered at the Special Meeting. Please review the voting materials at https://www.cstproxy.com/multisensorai/sm2025.

At this Special Meeting, you will be asked to consider and vote upon the following proposals:

(1)

To approve, for the purposes of Nasdaq Listing Rule 5635, the issuance, in excess of 19.99% of the shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) issued and outstanding as of October 24, 2025, of additional shares of Common Stock issuable pursuant to that certain securities purchase agreement, dated October 24, 2025, by and among the Company, 325 Capital, LLC (collectively with its affiliates, “325 Capital”) and certain other accredited investors (collectively with 325 Capital, the “Investors”), pursuant to which the Company agreed to sell to the Investors (i) an aggregate of 34,229,826 shares of Common Stock at a purchase price of $0.409 per share and (ii) warrants to purchase up to 68,459,652 shares of Common Stock with an exercise price of $0.409 per share, for an aggregate purchase price of $14.0 million before deducting placement agent fees and offering expenses (the “Issuance Proposal”);

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(2)

To approve an amendment to the Company’s Certificate of Incorporation, as amended (the “Charter”), to authorize our board of directors (the “Board”) to effect, in its discretion, a reverse stock split of all issued and outstanding Common Stock at a ratio ranging from any whole number between 1 for 2 and 1 for 100, with the timing and ratio within such authorized range to be determined by the Board in its sole discretion, subject to the Board’s authority to abandon such reverse stock split (the “Reverse Stock Split Proposal”); and

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(3)

To approve an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for the approval of the Issuance Proposal or the Reverse Stock Split Proposal.

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Our Board has fixed the close of business on Tuesday, November 4, 2025, as the record date for purposes of determining the stockholders entitled to notice of and to vote at the Special Meeting and any adjournment and postponements thereof (the “Record Date”). Only holders of record of shares of our Common Stock on the Record Date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting.

Accordingly, we urge you to review the accompanying material carefully and to promptly return the enclosed proxy card or voting instruction form. On the following pages, we provide answers to frequently asked questions about the Special Meeting.

Your vote is important. Whether or not you expect to attend the Special Meeting, you are requested to read the enclosed Proxy Statement and to sign, date and return the accompanying proxy card as soon as possible. I encourage you to vote by telephone, over the Internet, or by marking, signing, dating and returning the enclosed proxy card so that your shares will be represented and voted at the Special Meeting, whether or not you plan to attend. If you decide to attend the Special Meeting, you will be able to vote electronically, even if you have previously submitted your proxy.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive notice of the Special Meeting through your broker or through another intermediary, please vote or return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote online. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.

On behalf of the Board, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the Special Meeting online.

Thank you for your ongoing support.

/s/ David Gow

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David Gow

Chairman of the Board

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Special Meeting”) of MultiSensor AI Holdings, Inc. (the “Company”) will be held on December 15, 2025, beginning at 10:00 a.m., Central Time via a live webcast on the Internet. Stockholders will be able to virtually attend the Special Meeting online, vote their shares electronically and submit questions during the Special Meeting by visiting https://www.cstproxy.com/multisensorai/sm2025. During the Special Meeting, stockholders will be asked to consider and vote upon the following proposals:

(1)

To approve, for the purposes of Nasdaq Listing Rule 5635, the issuance, in excess of 19.99% of the shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) issued and outstanding as of October 24, 2025, of additional shares of Common Stock issuable pursuant to that certain securities purchase agreement, dated October 24, 2025, by and among the Company, 325 Capital, LLC (collectively with its affiliates, “325 Capital”) and certain other accredited investors (collectively with 325 Capital, the “Investors”), pursuant to which the Company agreed to sell to the Investors (i) an aggregate of 34,229,826 shares of Common Stock at a purchase price of $0.409 per share and (ii) warrants to purchase up to 68,459,652 shares of Common Stock with an exercise price of $0.409 per share, for an aggregate purchase price of $14.0 million before deducting placement agent fees and offering expenses (the “Issuance Proposal”);

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(2)

To approve an amendment to the Company’s Certificate of Incorporation, as amended (the “Charter”), to authorize our board of directors (the “Board”) to effect, in its discretion, a reverse stock split of all issued and outstanding Common Stock at a ratio ranging from any whole number between 1 for 2 and 1 for 100, with the timing and ratio within such authorized range to be determined by the Board in its sole discretion, subject to the Board’s authority to abandon such reverse stock split (the “Reverse Stock Split Proposal”); and

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(3)

To approve an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for the approval of the Issuance Proposal or the Reverse Stock Split Proposal (the “Adjournment Proposal”).

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Stockholders are referred to the accompanying proxy statement (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration, the Board recommends a vote “FOR” the Issuance Proposal, “FOR” the Reverse Stock Split Proposal and “FOR” the Adjournment Proposal.

The Board has fixed the close of business on Tuesday, November 4, 2025, as the record date (the “Record Date”) for purposes of determining the stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. The date of mailing this Notice of Meeting and the Proxy Statement is on or about December 1, 2025.

You are cordially invited to attend the Special Meeting online. Whether or not you expect to attend the Special Meeting, you are requested to read the enclosed Proxy Statement and to sign, date and return the accompanying proxy card or voting instruction form as soon as possible. This will assure your representation and a quorum for the transaction of business at the Special Meeting. If you attend the Special Meeting online, the proxy will not be used if you so request by revoking it as described in the Proxy Statement. If you decide to attend the Special Meeting, you will be able to vote electronically, even if you have previously submitted your proxy or voting instruction form.

The Proxy Statement is available at https://www.cstproxy.com/multisensorai/sm2025.

If you have any questions about accessing materials or voting, please call 1-800-450-7155.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

If your shares are registered in your name, even if you plan to attend the Special Meeting or any postponement or adjournment of the Special Meeting online, we request that you vote by telephone, over the Internet, or complete, sign and mail your proxy card to ensure that your shares will be represented at the Special Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive notice of the Special Meeting through your broker or through another intermediary, please vote or complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote online. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.

By Order of the Board of Directors

/s/ David Gow

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David Gow

Chairman of the Board

Beaumont, Texas

December 1, 2025