MultiSensor AI Holdings, Inc.

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PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

This proxy statement (the “Proxy Statement”) is being furnished by and on behalf of the board of directors (the “Board” or “Board of Directors”) of MultiSensor AI Holdings, Inc. in connection with a special meeting of stockholders (the “Special Meeting”). The Notice of Special Meeting (the “Notice”) and this Proxy Statement are first being distributed or made available, as the case may be, on or about December 1, 2025.

As used herein, the terms “Company,” “we,” “us,” or “our” refer to MultiSensor AI Holdings, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. Prior to the Business Combination (defined below), we were a blank check company. In December 2023, we consummated the closing of the transactions contemplated by that certain business combination agreement (the “Business Combination Agreement”), by and among SportsMap Tech Acquisition Corp. (“Legacy SMAP”), Infrared Cameras Holdings Inc. (“Legacy ICI”), and ICH Merger Sub Inc. (“Merger Sub”) (such transactions, the “Business Combination”). Upon consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”), Merger Sub merged with and into Legacy ICI with Legacy ICI surviving the merger as a wholly owned subsidiary of Legacy SMAP. Following the consummation of the Business Combination, Legacy SMAP changed its name from “SportsMap Tech Acquisition Corp.” to “Infrared Cameras Holdings, Inc.” ​(“ICI”) and, in February 2024, ICI changed its name to MultiSensor AI Holdings, Inc.