MultiSensor AI Holdings, Inc.
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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FY2024 · Filed Mar 28, 2025
MSAI$3.05-4.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
The following financial statements are filed as part of this report under Item 8—“Financial Statements and Supplementary Data.”
Index to Consolidated Financial Statements
| | |
|---|---|
| | Pages |
| Report of Independent Registered Public Accounting Firm (PCAOB ID No.34) | 63 |
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | 64 |
| Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 | 65 |
| Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023 | 66 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 | 67 |
| Notes to the Consolidated Financial Statements | 69 to 87 |
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
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| · · · · Incorporated by Reference | ||||||||||
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| Exhibit · Description · Form · Exhibit · Filing Date · Herewith | ||||||||||
| 2.1† | | Business Combination Agreement, dated as of December 5. 2022, by and among SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc. | | 8-K | | 2.1 | | 12/6/2022 | | |
| 2.2 | | Amendment No. 1 to Business Combination Agreement, dated as of June 27, 2023, by and among SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc. | | 8-K | | 2.2 | | 6/28/2023 | | |
| 2.3 | | Amendment No. 2 to Business Combination Agreement, dated September 17, 2023, by and among SportsMap Tech Acquisition Corp., Infrared Cameras Holdings, Inc., and ICH Merger Sub Inc. | | 8-K | | 2.2 | | 9/20/2023 | | |
| 3.1 | | Second Amended and Restated Certificate of Incorporation MultiSensor AI Holdings, Inc. , as amended through February 12, 2024 | | | | | | | | * |
| 3.2 | | Second Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. | | | | | | | | * |
| 4.1 | | Warrant Agreement, dated as of October 18, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent. | | 8-K | | 4.1 | | 10/21/2021 | | |
| 4.2 | | Form of Pre-Funded Warrant and 325 Capital, LLC | | 8-K | | 4.1 | | 7/1/2024 | | |
| 4.3 | | Description of Registrant’s Securities | | 10-K | | 4.2 | | 3/29/2024 | | |
| 10.1 | | Earnout Waiver Agreement dated March 7, 2024 | | 8-K | | 10.1 | | 3/7/2024 | | |
| 10.2 | | Lock-Up Waiver Agreement dated March 7, 2024 | | 8-K | | 10.2 | | 3/7/2024 | | |
| 10.3 | | Subscription Agreement, dated March 31, 2024, by and between MultiSensor AI Holdings, Inc. and David Gow | | 8-K/A | | 10.3 | | 4/4/2024 | | |
| 10.4 | | Common Stock Purchase Agreement, dated April 16, 2024, between MultiSensor AI Holdings, Inc. and B. Riley Principal Capital II, LLC | | 8-K | | 10.1 | | 4/17/2024 | | |
| 10.5 | | Registration Rights Agreement, dated April 16, 2024 by and between MultiSensor AI Holdings, Inc. and B. Riley Principal Capital II, LLC | | 8-K | | 10.2 | | 4/17/2024 | | |
| 10.6 | | Form of Conversion Agreement re: Note Conversion Inducement Offer and Notice of Conversion of the Convertible Promissory Note, dated December 19, 2023 | | 8-K | | 10.1 | | 4/8/2024 | | |
| 10.7 | | Form of Inducement Agreement re: Note Conversion Inducement Offer and Notice of Conversion of the Convertible Promissory Note, dated December 19, 2023 | | 8-K/A | | 10.1 | | 4/4/2024 | | |
| 10.8 | | Form of Note Amendment to the Convertible Promissory Note, dated as of December 19, 2023 | | 8-K/A | | 10.2 | | 4/4/2024 | | |
| 10.9 | | Subscription Agreement, effective as of March 31, 2024, by and between MultiSensor AI Holdings, Inc. and David Gow | | 8-K/A | | 10.3 | | 4/4/2024 | | |
| 10.10 | | Form of Note Amendment to the Convertible Promissory Note, dated as of December 19, 2023 | | 8-K | | 10.1 | | 5/1/2024 | | |
| 10.11 | | Form of PIPE Lock-Up Agreement | | S-1 | | 10.17 | | 6/26/2024 | | |
| 10.12† | | Securities Purchase Agreement, dated June 27, 2024, by and between the Company and 325 Capital, LLC | | 8-K | | 10.1 | | 7/1/2024 | | |
| 10.13 | | Registration Rights Agreement, dated July 1, 2024, by and between the Company and 325 Capital, LLC | | 8-K | | 10.2 | | 7/1/2024 | | |
| 10.14 | | Voting Agreement, dated July 1, 2024, by and among the Company and certain Key Holders | | 8-K | | 9.1 | | 7/1/2024 | | |
| 10.15 | | Placement Agency Agreement, dated June 27, 2024, by and between the Company and Roth Capital Partners, LLC | | 8-K | | 1.2 | | 7/1/2024 | | |
| 10.16# | | Consulting Agreement, dated November 26, 2024 by and between Gary Strahan and MultiSensor AI Holdings, Inc. | | 8-K | | 10.1 | | 11/27/2024 | | |
| 10.17# | | Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan | | 10-K | | 10.14 | | 3/29/2024 | | |
| 10.18# | | Form of Restricted Stock Unit Grant Notice and Award Agreement (Deferred RSUs 2023 Incentive Award Plan) | | 8-K | | 10.15 | | 12/21/2023 | | |
| 10.19# | | Form of Stock Option Grant Notice and Agreement (2023 Incentive Award Plan) | | 8-K | | 10.16 | | 12/21/2023 | | |
| 10.20# | | Form of Restricted Stock Unit Grant Notice and Agreement as Amended (2023 Incentive Award Plan) | | | | | * | |||
| 10.21# | | Amended and Restated 2020 Equity Incentive Plan of Infrared Camera Holdings, Inc. | | 8-K | | 10.12 | | 12/21/2023 | | |
| 10.22# | | Form of Stock Option Agreement (2020 Equity Incentive Plan) | | 8-K | | 10.13 | | 12/21/2023 | | |
| 19.1 | | Insider Trading Policies and Procedures | | | | | | | | * |
| 21.1 | | List of subsidiaries | | 8-K | | 21.1 | | 12/21/2023 | | |
| 23.1 | | Consent of Deloitte & Touche LLP | | | | | | | | * |
| 31.1 | | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | | | | | | | | * |
| 31.2 | | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | | | | | | | | * |
| 32.1 | | Section 1350 Certification of Chief Executive Officer | | | | | | | | ** |
| 32.2 | | Section 1350 Certification of Chief Financial Officer | | | | | | | | ** |
| 97.1 | | Policy for Recovery of Erroneously Awarded Compensation | | 10-K | | 97.1 | | 3/29/2024 | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase | | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | | | | | |
| * | Filed herewith |
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| ** | Furnished herewith |
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| † | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. |
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| # | Indicates a management contract of compensatory plan. |
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