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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 16, 2024

 

MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction
of incorporation)

001-40916

(Commission
File Number)

86-3938682

(I.R.S. Employer
Identification No.)

     

2105 West Cardinal Drive

Beaumont, Texas

77705
(Address of principal executive offices) (Zip Code)

 

(866) 861-0788

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange
on which registered

Common stock, $0.0001 par value per share   MSAI   The Nasdaq Stock Market LLC
Warrants to purchase common stock   MSAIW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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 13(a) of the Exchange Act. ¨ 

 

 

 

  

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 16, 2024, MultiSensor AI Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarterly period ended March 31, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The Company’s earnings release attached hereto as Exhibit 99.1 included information regarding the Company’s annual recurring revenue for the first quarter of 2024 compared to the same prior year period. The Company uses annual recurring revenue, defined as annualized current software and services revenue under contract for one year or longer, as a key performance indicator and operational measure of company performance. Not all companies or analysts may calculate similarly a titled measure in the same manner.

 

The information in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits 

 

Exhibit No.

 

Description

99.1   Press Release issued by MultiSensor AI Holdings, Inc., dated May 16, 2024
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MultiSensor AI Holdings, Inc.
     
Date: May 17, 2024 By: /s/ Peter Baird
  Name: Peter Baird
  Title: Chief Financial Officer