MultiSensor AI Holdings Inc

As filed with the Securities and Exchange Commission on July 15, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT**

UNDER

**THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

2105 West Cardinal Drive

Beaumont, Texas 77705**

**(866) 861-0788

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Peter Baird, Chief Financial Officer

2105 West Cardinal Drive

Beaumont, Texas 77705

(866) 861-0788

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

​​​​​​

Ralph V. De MartinoMarc E. RiveraArentFox Schiff LLP1717 K Street NWWashington, DC 20006(202) 857-6000

Approximate date of commencement of proposed sale to the public:

From time to time after thisRegistration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The Selling Securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 15, 2024

PRELIMINARY PROSPECTUS

Up to 9,375,000 Shares

** **Common Stock

On July 1, 2024, we issued and sold pursuant to a Securities Purchase Agreement, dated June 27, 2024 (the “Purchase Agreement”), with certain accredited investors (the “Selling Securityholders”) in a private placement, 2,772,561 shares (the “PIPE Shares”) of our common stock, $0.0001 par value per share (“Common Stock”), and pre-funded warrants to purchase up to 6,602,439 shares of Common Stock (the “Pre-Funded Warrants”). This prospectus relates to the resale of up to 9,375,000 shares of our Common Stock by the Selling Securityholders comprising (i) up to 2,772,561 PIPE Shares and (ii) up to 6,602,439 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Warrant Shares” and, together with the PIPE Shares, the “Shares”). We will not receive any proceeds from the resale by the Selling Securityholder of the Shares described in this prospectus. The Selling Stockholders are affiliated with one another and are under the control of 325 Capital LLC. The Selling Stockholders may be deemed to be statutory underwriters for purposes of the Securities Act of 1933, as amended (the “Securities Act”).

Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the Shares. See the section entitled “Plan of Distribution” for additional information about how the Selling Securityholder may sell or otherwise dispose the Shares. See the section entitled “Selling Securityholders” for additional information regarding the Selling Securityholders.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “MSAI.”

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Summary of the Prospectus -Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page5** of this prospectus, and under similar headings in any amendments or supplements to this prospectus, for a discussion of information that should be considered in connection with an investment in our securities.**

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.