MultiSensor AI Holdings, Inc 10-Q for FY2025 Q3
MultiSensor AI Holdings, Inc. (MSAI)
About this 10-Q
MultiSensor AI Holdings, Inc filed this 10-Q on November 13, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.57M
- down 1.7% from $1.6M a year earlier
- Net loss
- $1.68M
- compared with a net loss of $8.2M a year earlier
- Diluted EPS
- -$0.05
- compared with -$0.34 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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For the quarterly period ended
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TABLE OF CONTENTS
Unless otherwise indicated or the context otherwise requires, references to the “Company,” “we,” “us,” or “our” refer to the business of (i) Infrared Cameras Holdings, Inc., a Delaware corporation (“Legacy ICI”) prior to the consummation of the transactions completed pursuant to that certain business combination agreement, dated as of December 5, 2022, as amended by Amendment No. 1, dated June 27, 2023, and Amendment No. 2, dated September 17, 2023 (the “Business Combination Agreement”, and the transactions contemplated thereby, the “Business Combination”), by and among SportsMap Tech Acquisition Corp., a Delaware corporation (“Legacy SMAP”), ICH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Legacy SMAP (“Merger Sub”) and Legacy ICI, resulting in the merger (the “Merger”) of Merger Sub with and into Legacy ICI, with Legacy ICI surviving as a wholly-owned subsidiary of Legacy SMAP (which subsequently changed its name to MultiSensor AI Holdings, Inc.) and (ii) MultiSensor AI Holdings, Inc. (“MSAI”) and its subsidiaries following the consummation of the Business Combination.
i
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. Words such as “anticipates,” “believes,” “contemplates,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “targets,” or “will” or the negative of these terms or other similar expressions are intended to identify such forward-looking statements. Statements regarding our future results of operations and financial position, business strategy, and plans and objectives of management for future operations, the Company’s expected incurrence of significant expenses and continuing losses in the future, expansion of the Company’s SaaS capabilities and offerings, the Company’s expectations concerning the earning of subscription revenue, the Company’s expected future research and development costs and expected growth are forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following:
| ● | continued low income, net losses, negative cash flows from operations and negative net working capital; |
| ● | failure to maintain competitive sales prices or reduce costs; |
| ● | failure to successfully manage the expansion of our SaaS capabilities and offerings; |
| ● | incurrence of substantial research and development costs; |
| ● | product recalls, product liability claims and any resultant impact on our reputation; |
| ● | certain of the Company’s subscriptions are subject to cancellation without advance notice; |
| ● | cost and availability of capital; |
| ● | the loss of large customers; and |
| ● | the inability to effectively grow our sales, network of distributors, or business prospects. |
For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in these forward-looking statements, see Part I. Item 1A, “Risk Factors” and Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the consolidated financial statements for the fiscal year ended December 31, 2024 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”).
These forward-looking statements speak only as of the date of this Quarterly Report. You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we have no obligation and do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
MultiSensor AI Holdings, Inc.
Index to the Condensed Consolidated Financial Statements
| Pages | |
| 3 | |
| 4 | |
Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) | | 5 |
| 6 | |
Notes to Condensed Consolidated Financial Statements (unaudited) | | 7 |
2
MultiSensor AI Holdings, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(Amounts in thousands of U.S. dollars, except share and per share data)
| | September 30, 2025 | | December 31, 2024 | ||
Assets | | |
|
| |
|
Current assets | | |
|
| |
|
Cash and cash equivalents | | $ | | | $ | |
Trade accounts receivable, net of allowances of $ | |
| | |
| |
Inventories, current | |
| | |
| |
Other current assets | |
| | |
| |
Total current assets | | $ | | | $ | |
Property, plant and equipment, net | |
| | |
| |
Right-of-use assets, net | |
| | |
| |
Inventories, noncurrent | |
| | |
| |
Other noncurrent assets | |
| | |
| — |
Total assets | | $ | | | $ | |
Liabilities and shareholders’ equity | |
| | |
| |
Current liabilities | |
| | |
| |
Accounts payable | | $ | | | $ | |
Income taxes payable | |
| | |
| |
Accrued expense | |
| | |
| |
Contract liabilities | |
| | |
| |
Legacy SMAP promissory notes | |
| — | |
| |
Right-of-use liabilities, current | |
| | |
| |
Other current liabilities | |
| | |
| |
Total current liabilities | | | | | | |
Contract liabilities, noncurrent | |
| | |
| |
Warrants | | | | | | |
Deferred tax liabilities, net | |
| | |
| |
Total liabilities | | $ | | | $ | |
Commitments and contingencies (Note 13) | |
| | |
|
|
Shareholders’ equity | |
| | |
|
|
Common stock, $ | |
| | |
| |
Additional paid-in capital | |
| | |
| |
Accumulated deficit | |
| ( | |
| ( |
Total shareholders’ equity | | | | | | |
Total liabilities and shareholders’ equity | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
MultiSensor AI Holdings, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
(Amounts in thousands of U.S. dollars, except share and per share data)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Revenue, net |
| $ | |
| $ | |
| $ | |
| $ | |
Cost of goods sold (exclusive of depreciation) | | | | | | | | | | | | |
Inventory impairment | |
| — | |
| | |
| — | |
| |
Operating expenses: | |
| | |
|
| |
| | |
|
|
Selling, general and administrative | |
| | |
| | |
| | |
| |
Share-based compensation expense | | | | | | | | | | | | |
Depreciation | |
| | |
| | |
| | |
| |
Loss (gain) on asset disposal | | | ( | | | | | | ( | | | |
Other loss | | | — | | | | | | — | | | |
Total operating expenses | |
| | |
| | | | | | | |
Operating loss | | | ( | | | ( | | | ( | | | ( |
Interest expense (income), net | |
| ( | |
| — | |
| ( | |
| |
Change in fair value of convertible notes | |
| — | |
| — | |
| — | |
| |
Change in fair value of warrants liabilities | | | — | | | — | | | — | | | ( |
Loss on financing transaction | | | — | | | — | | | — | | | |
Other expense (income), net | |
| ( | |
| ( | |
| ( | |
| |
Loss before income taxes | | | ( | | | ( | | | ( | | | ( |
Income tax expense (benefit) | | | ( | | | ( | | | | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Weighted-average shares outstanding, basic and diluted | |
| | |
|
| |
| | |
|
|
Basic | |
| | |
| | |
| | |
| |
Diluted | |
| | |
| | |
| | |
| |
Net loss per share, basic and diluted | |
| | |
| | |
| | |
| |
Basic | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Diluted | |
| ( | |
| ( | |
| ( | |
| ( |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
MultiSensor AI Holdings, Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(unaudited)
(Amounts in thousands of U.S. dollars, except share data)
| | | | | | | | | | | | | Total | |
| | | | | | | Additional | | Retained | | Shareholders’ | |||
| | Common Stock | | Paid- In | | Earnings | | Equity | ||||||
|
| Shares |
| Amount |
| Capital |
| (Deficit) |
| (Deficit) | ||||
Balance at January 1, 2024 |
| | | $ | | | $ | | $ | ( | | $ | ( | |
Net loss |
| | |
| | |
| | |
| ( | |
| ( |
Financing transaction shares |
| | |
| — | |
| |
| — | |
| | |
Conversion of convertible debt | | | | | | | | | | | | | | |
Conversion of Legacy SMAP promissory note |
| | |
| — | |
| |
| — | |
| | |
Balance at March 31, 2024 | | | | $ | | | $ | | | $ | ( | | $ | |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Equity-based compensation transactions, net | | — | | | — | | | | | | — | | | |
Equity line of credit commitment fee | | | | | — | | | | | | — | | | |
Issuance of common stock | | | | | — | | | | | | — | | | |
Inducement shares from conversion of debt | | | | | — | | | | | | — | | | |
Conversion of convertible debt | | | | | — | | | | | | — | | | |
Balance at June 30, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Equity-based compensation transactions, net | | — | | | — | | | | | | — | | | |
Issuance of common stock | | | | | | | | | | | — | | | |
Issuance of Pre-funded warrants | | — | | | — | | | | | | — | | | |
Conversion of Pre-funded warrants | | | | | | | | — | | | — | | | |
Balance at September 30, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | | | |
Balance at January 1, 2025 |
| | | $ | | | $ | | $ | ( | | $ | | |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Equity-based compensation transactions, net | | | | | — | | | | | | — | | | |
Issuance of common stock |
| | |
| — | |
| | |
| — | |
| |
Balance at March 31, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Equity-based compensation transactions, net | | | | | — | | | | | | — | | | |
Issuance of common stock |
| | |
| — | |
| | |
| — | |
| |
Balance at June 30, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Equity-based compensation transactions, net | | | | | — | | | | | | — | | | |
Issuance of common stock |
| | |
| — | |
| | |
| — | |
| |
Settlement of vendor liability |
| | |
| — | |
| | |
| — | |
| |
Balance at September 30, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
MultiSensor AI Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(Amounts in thousands of U.S. dollars)
| | Nine months ended | ||||
| | September 30, | | September 30, | ||
| | 2025 | | 2024 | ||
Operating Activities |
| |
|
| |
|
Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash: provided by (used in) operating activities | |
| | |
| |
Depreciation | |
| | |
| |
Inventories impairment | | | — | | | |
Non-cash lease activity | |
| | |
| |
Bad debt expenses (recoveries) | | | ( | | | |
Deferred income tax (income) expense | |
| ( | |
| |
Share-based compensation | |
| | |
| |
Loss (gain) on disposal of equipment | | | ( | | | |
Loss on financing transaction | |
| — | |
| |
Change in fair value of warrants liabilities | | | — | | | ( |
Non-cash equity line of credit commitment fee | | | — | |
| |
Change in fair value of convertible notes | |
| — | |
| |
Increase (decrease) in cash resulting from changes in: | |
| | |
| |
Trade accounts receivable | |
| | |
| |
Inventories | |
| | |
| |
Other current assets | |
| | |
| |
Other noncurrent assets | | | ( | | | — |
Trade accounts payable | |
| ( | |
| ( |
Income taxes payable | |
| ( | |
| ( |
Income tax receivable | | | — | | | ( |
Contract liabilities | |
| | |
| ( |
Other current liabilities | |
| ( | |
| |
Right of use liabilities | |
| ( | |
| ( |
Accrued expenses | |
| ( | |
| ( |
Contract liabilities, noncurrent | | | | | | ( |
Net cash provided by (used in) operating activities | | $ | ( | | $ | ( |
Investing Activities | |
| | |
| |
Capital expenditures | |
| ( | |
| ( |
Proceeds from sale of equipment | | | | | | — |
Net cash provided by (used in) investing activities | | $ | ( | $ | ( | |
Financing Activities | |
| | |
| |
Proceeds from issuances of common stock | | | | | | |
Repayment of promissory notes | | | ( | | | ( |
Tax payments associated with share-based compensation transactions | | | ( | | | — |
Repayments of lines of credit | | | — | | | ( |
Net cash provided by (used in) financing activities | | $ | | | $ | |
Net increase/(decrease) in cash, cash equivalents, and restricted cash equivalents | |
| ( | |
| |
Cash, cash equivalents, and restricted cash equivalents beginning of period | |
| | |
| |
Cash, cash equivalents, and restricted cash equivalents end of the period | | $ | | | $ | |
| | | | | | |
Reconciliation of cash, cash equivalents and restricted cash equivalents at end of period | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Restricted cash equivalents included in other current assets | | | | | | — |
Cash, cash equivalents, and restricted cash equivalents end of the period | | $ | | | $ | |
| | | | | | |
Supplemental cash flow information | |
| | |
| |
Interest paid | | $ | — | | $ | |
Income tax paid, net of refunds received | |
| | |
| |
| | | | | | |
Non-cash investing and financing transactions | | | | | | |
Settlement of vendor liability with share issuance | | $ | | | — | |
Conversion of convertible notes | | | — | | $ | |
Conversion of Legacy SMAP promissory loan into common stock | | | — | | | |
Shares issued for Equity Line of Credit commitment fee | | | — | | | |
Inducement shares from Financing Transaction | | | — | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
MultiSensor AI Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited; Amounts in thousands of U.S. dollars, except share data)
Note 1 — Organization and Business Operations
MultiSensor AI Holdings, Inc. (“MSAI,” “the Company,” “we” or “our”) and its wholly owned subsidiaries provide turnkey predictive maintenance and process control solutions, which combine cutting edge imaging and sensing technologies with AI-powered enterprise software. Our software leverages a continuous stream of data from thermal imaging, visible imaging, acoustic imaging, vibration sensing, and laser sensing devices to provide comprehensive, real-time condition monitoring for a customer’s critical assets, processes, and manufactured outputs. Our cloud and edge solutions are deployed by organizations to protect critical assets across a wide range of industries including distribution & logistics, manufacturing, data centers, and oil & gas. In tandem with these solutions, we provide various services for our customers including training, calibration, and repair. The Company is domiciled in Delaware and is a C corporation for tax purposes.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company and its wholly owned subsidiaries are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The interim financial information is unaudited but reflects all normal adjustments that are necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Condensed Consolidated Balance Sheet as of December 31, 2024 was derived from our audited consolidated financial statements.
Reclassifications
The Company has reclassified certain prior-year amounts to conform to the current-year presentation.
Principles of Consolidation
The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated.
Going Concern
These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Company is still developing its customer base and has not completed its efforts to establish a stabilized source of revenue sufficient to cover its expenses. The Company has suffered net losses, negative cash flows from operations, and negative net working capital. The Company expects to continue to incur losses or limited income in the future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
In response to these conditions, the Company will continue to pursue obtaining additional liquidity which may include raising additional funds from investors and reducing operating expenses. Specifically, subsequent to September 30, 2025, the Company completed a private placement and registered direct offering of our common stock to raise and aggregate gross amount of $
7
The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results may differ materially from those estimates.
Customer Concentration
For the three months ended September 30, 2025,
New Accounting Pronouncements
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard may have on our financial statement disclosures.
In November 2024, the FASB issued guidance that requires disaggregation of specific expense categories in disclosures within the footnotes to the financial statements on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. Prospective or retrospective application is allowed, and early adoption is permitted. We are currently evaluating the potential effect that the updated standard may have on our financial statement disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The new standard is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The new standard may be applied prospectively, retrospectively, or via a modified prospective transition method. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.
Note 3 — Revenue
The following tables summarize the Company’s revenue, net disaggregated by type of product and service:
|
| Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Hardware | | $ | | | $ | | | $ | | | $ | |
Software | |
| | |
| | |
| | |
| |
Services | |
| | |
| | |
| | |
| |
Total revenue, net | | $ | | | $ | | | $ | | | $ | |
The Company’s sales policy is not to accept returns of hardware once sold after a
8
Contract Liabilities
Contract liabilities consist of sales of software subscriptions and related services, as well as repair and service agreements, where in most cases, the Company receives up-front payment and recognizes revenue over the term of
Note 4— Property, Plant and Equipment
The following table summarizes our property, plant and equipment, net:
| | September 30, | | December 31, | ||
| | 2025 | | 2024 | ||
Vehicles |
| $ | — |
| $ | |
Machinery, equipment, and demo | |
| | |
| |
Internal-use software | |
| | |
| |
Property, plant and equipment, gross | | $ | | | $ | |
Less: accumulated depreciation | |
| ( | |
| ( |
Property, plant and equipment, net | | $ | | | $ | |
Depreciation expense was $
During the three months ended September 30, 2024, the Company disposed of certain aged or inoperable assets, primarily in the machinery, equipment, and demo category, resulting in a loss on disposal of $
Note 5 — Other Current Assets
The following table summarizes other current assets:
| | September 30, | | December 31, | ||
| | 2025 | | 2024 | ||
Prepaid expenses | | $ | | | $ | |
Deferred transaction costs | | | | | | — |
| | | | | | |
Prepaid inventory purchases and deposits |
| | |
| | |
Other receivables | |
| | |
| |
Total other current assets | | $ | | | $ | |
During the three months ended September 30, 2025, the Company renegotiated its contract with the Company’s corporate credit card provider. As a result of this renegotiation, as of September 30, 2025, the Company is required to maintain $
9
Note 6 — Inventories
The following table summarizes inventories:
|
| September 30, | | December 31, | ||
| | 2025 |
| 2024 | ||
Hardware | | $ | | | $ | |
Parts and supplies | |
| | |
| |
Inventories, current | | $ | | | $ | |
Hardware | | | | | | |
Parts and supplies | |
| |
| | |
Inventories, noncurrent | | $ | | $ | | |
Total inventories | | $ | | | $ | |
The Company recorded an inventory impairment of $
Note 7 — Accrued Expense
The following table summarizes accrued expenses:
| | September 30, | | December 31, | ||
|
| 2025 |
| 2024 | ||
Salaries, wages, and payroll taxes payable | | $ | | | $ | |
Professional fees | | | | | | — |
Other | |
| | |
| |
Total accrued expense | | $ | | | $ | |
Note 8 — Debt
Line of Credit
In December 2023, the Company entered into a line of credit agreement with First Insurance Funding. During the nine months ended September 30, 2024, the Company fully paid off and closed the line of credit. There was
Promissory Notes
In 2022, the Company borrowed $
In June 2023, the Company borrowed $
In December 2023, the Company borrowed $
10
In April, May and November 2023, Legacy SMAP secured operational working capital of $
Financing Notes
On December 19, 2023, in connection with the Business Combination, the Company issued the Financing Notes to several accredited private investors in an aggregate principal amount of $
Note 9 — Share-Based Compensation
Stock Options
During the three months ended September 30, 2025,
Restricted Stock Units
During the three months ended September 30, 2025 and 2024, the Company granted
RSUs granted in the first quarter of 2025 primarily vested -fourth of the award value on the date of grant, with the remaining restricted shares vesting in equal installments annually, while those granted in the second and third quarters vest in equal installments annually on January 1st of each year beginning January 1, 2027.
The Company recognized share-based compensation expense related to RSUs of $
During the three-month periods ended September 30, 2025 and 2024, the Company’s non-employee directors earned $
11
During the three-month period ended September 30, 2025, the Company agreed to settle sales commissions owed for second quarter performance in RSUs. As a result of this, the Company incurred an additional $
Incentive Award Plan Reserve
At our annual shareholders meeting held on June 4, 2025, our shareholders approved an amendment to the Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan (the “2023 Incentive Award Plan”) to increase the number of shares of Common Stock by
Note 10 — Shareholders’ Equity
Total authorized capital stock of the Company as of September 30, 2025, is
Equity Line of Credit
On April 16, 2024, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”), pursuant to which, upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, we have the right, in our sole discretion, to sell to B. Riley up to $
At the time the Purchase Agreement was signed, the Company issued
During the three months ended September 30, 2025 and 2024, the Company did not utilize the ELOC to sell shares of Common Stock. During the nine months ended September 30, 2025 and 2024, the Company utilized the ELOC to sell a total of
At the Market Sales Agreement
On March 28, 2025, the Company entered into an at market issuance sales agreement (the “Sales Agreement”) with B. Riley Securities, Inc., as sales agent or principal (“B.Riley Securities”), pursuant to which the Company could offer and sell shares of the Company’s Common Stock, having an aggregate market value of up to $
12
the Sales Agreement for cash proceeds totaling $
Note 11 — Earnings per Share
The following table summarizes the computation of basic and diluted earnings per share:
|
| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Numerator: |
| |
|
| |
| | |
|
| |
|
Basic and diluted net loss attributable to common shareholders | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Denominator: | | | | | | | | | | | | |
Weighted average number of shares: | |
| | |
|
| |
| | |
|
|
Basic - common Stock | | | | |
| | |
| | |
| |
Diluted - common Stock | |
| | |
| | |
| | |
| |
Basic net loss per share attributable to common shareholders | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Diluted net loss per share attributable to common shareholders | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
The table above does not include the following potential anti-dilutive shares: (i) up to
The Company’s RSU awards described above, which vested on January 1, 2024 and April 1, 2024, will continue being settled in shares of Common Stock in 12 equal monthly installments, with the first installment having settled on December 20, 2024.
Note 12 — Related Party Transactions
Related Party Promissory Note
See Note 8.
Leases
The Company leases its corporate office and production facility from a related party. As of July 29, 2025, the lessor no longer qualifies as a related party under the applicable accounting guidance, and payments made after that date do not constitute related party transactions. Total related party cash payments for the leases were $
Note 13 — Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
13
In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings. As of September 30, 2025, the Company is not involved in any material claims or legal actions which, in the opinion of management, the ultimate disposition would have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or liquidity.
Note 14 — Fair value measurements
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable where the carrying value approximates fair value due to the short-term nature of each instrument.
The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value:
| ● | Level 1: observable inputs such as quoted prices in active markets; |
| ● | Level 2: inputs other than the quoted prices in active markets that are observable either directly or indirectly; and |
| ● | Level 3: unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. |
The fair value of the Company’s outstanding warrants as of September 30, 2025, and December 31, 2024, was $
Note 15 — Income Taxes
The Company has determined that a discrete year-to-date method of reporting would provide more reliable results for the nine months ended September 30, 2025, and September 30, 2024, due to the difficulty in projecting future results.
The Company recorded income tax benefit of $
During 2024, the Company determined that it experienced an ownership change as defined under Internal Revenue Code Section 382. The result of the ownership change is subjecting tax attributes to an annual limitation which includes the utilization of the Company’s net operating losses. The Company will continue to monitor ownership changes throughout future periods. On July 4th, 2025, Congress passed the One Big Beautiful Bill Act (“OBBA”), which takes effect in tax year 2025. The Company is still analyzing the impact of the OBBA, but does not expect it to have a material impact on the Company’s consolidated financial statements.
14
Note 16 — Segments and geographical information
The Company has
|
| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
| | 2025 |
| 2024 | | 2025 |
| 2024 | ||||
United States | | $ | | | $ | | | $ | | | $ | |
International | |
| | |
| | |
| | |
| |
Total revenue, net | | $ | | | $ | | | $ | | | $ | |
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM uses consolidated net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions. Net income is used to monitor budget versus actual results and to perform competitive analysis through benchmarking to competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.
The table below summarizes the significant expense categories regularly reviewed by the CODM for the three-and nine-month periods ended September 30, 2025, and 2024:
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Revenue, net | | $ | |
| $ | | | $ | |
| $ | |
Cost of goods sold (exclusive of depreciation) | |
| |
| | | |
| |
| | |
Inventory Impairment | |
| — |
| | | |
| — |
| | |
Operating expenses: | |
|
|
| |
| |
|
|
| |
|
Selling, general and administrative | |
| | | | | |
| | | | |
Payroll Expenses (including bonus) | |
| |
| | | |
| |
| | |
Professional Fees | |
| |
| | | |
| |
| | |
Other selling, general and administrative | |
| |
| | | |
| |
| | |
Other operating expenses | |
| |
| | | |
| |
| | |
Non-operating (income) expenses, net | |
| ( |
| | ( | |
| ( |
| | |
Provision for income taxes | |
| ( |
| | ( | |
| |
| | ( |
Net loss | | $ | ( |
| $ | ( | | $ | ( |
| $ | ( |
See the condensed consolidated financial statements for other financial information regarding the Company’s operating segment.
Note 17 — Subsequent Events
The Company has evaluated its financial statements for subsequent events. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.
2025 Private Placement
On October 24, 2025, the Company entered into a placement agency agreement (the “Placement Agreement”) with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company engaged Roth to act as the exclusive placement agent in connection with a private placement of (i) an aggregate of
15
On October 24, 2025 (the “Subscription Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 325 Capital, LLC (“325 Capital”) and certain other accredited investors signatory thereto (collectively with 325 Capital, the “Investors”), pursuant to which it agreed to sell to the Investors (i) the 2025 Private Placement Shares at a purchase price of $
The Purchase Agreement and the Warrants provide that each Investor’s beneficial ownership of Common Stock, including after taking into account the full exercise of such Investor’s Warrant, shall in no event exceed
On October 27, 2025, the Company filed a Certificate of Designations for the Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”), which became effective upon filing. The Preferred Stock is pari passu with the Common Stock, having the same dividend and liquidation rights (on an as-converted basis) as the Common Stock. The shares of the Preferred Stock are convertible on a -for-1,000 basis (adjustable for certain recapitalizations and similar events) into shares of Common Stock (i) at the holder’s request as long as the conversion does not cause such holder’s beneficial ownership of Common Stock to exceed the Maximum Ownership Limitation, and (ii) automatically upon transfer as long as such transfer does not cause the transferee’s beneficial ownership of Common Stock to exceed the Maximum Ownership Limitation. Except as otherwise required by law, the Preferred Stock has no voting rights.
At the initial closing of the Private Placement on October 30, 2025 (the “Initial Closing”), the Company issued to the Investors a number of 2025 Private Placement Shares equal to
2025 Registered Direct Offering
On November 4, 2025, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with a single institutional investor, pursuant to which the Company agreed to issue and sell (i)
The 2025 Registered Direct Offering closed on November 5, 2025, and resulted in net proceeds to the Company of approximately $
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to Legacy ICI prior to the consummation of the Business Combination and the business of MSAI after the consummation of the Business Combination.
The following discussion and analysis of our financial condition and results of operations provides information that our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our unaudited condensed consolidated financial statements and notes thereto, included elsewhere in this Quarterly Report (collectively, the “consolidated financial statements”).
This Quarterly Report includes forward-looking statements based on the Company’s current assumptions, expectations and projections about future events that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Quarterly Report. For more information on these and other factors, see “Forward-Looking Statements” herein.
Overview
The Company and its wholly owned subsidiaries provide turn-key predictive maintenance and process control solutions, which combine cutting edge imaging and sensing technologies with AI-powered enterprise software. Our software leverages a continuous stream of data from thermal imaging, visible imaging, acoustic imaging, vibration sensing, and laser sensing devices to provide comprehensive, real-time condition monitoring for a customer’s critical assets, processes, and manufactured outputs. Our cloud and edge solutions are deployed by organizations to protect critical assets across a wide range of industries. Our mission is to deliver monitoring, expertise, and reliability engineering that help our customers detect problems early, prevent failures, and extend the life of critical assets.
We are focused on growing our position as a Software as a Service (“SaaS”) leader in predictive maintenance. As of September 30, 2025, the Company has approximately 665 active sensors connected to our cloud-based software platform, MSAI Connect (“MSAI Connect”), as compared to approximately 610 as of June 30, 2025, and 249 as of September 30, 2024. This represents an 9.2% increase quarter over quarter and a 167% increase year over year. We anticipate significant opportunities to drive increased recurring revenues with our solutions.
In the distribution and logistics market, we believe our solutions, through enhanced predictive maintenance, provide value by minimizing unplanned downtime to reduce labor and maintenance costs and increase throughput. During the quarter, we have also continued to refine our solutions and associated hardware with the global distributor to maximize the return on investment realized, including utilizing less costly sensors with narrower field-of-view, where the application allows. Overall, we believe the relationship with our global distributor launch customer remains healthy. We successfully implemented MSAI solutions in the United States with a global distribution leader, marking the first wave of North American deployments following multiple successful programs across Europe and the United Kingdom:
In the manufacturing market, our go-to market strategy centers on our early threat detection solution. We continue to work closely with two of the Big 3 automakers on our ongoing pilot programs for lithium ion battery pack monitoring and the application of dual vision hardware sensors, and remain engaged in identifying additional applications for our solutions.
In the data center market, we have narrowed our focus to the infrastructure surrounding and supporting a data center. This includes using MSAI Connect solutions to monitor power and cooling control systems. During the quarter, we began discussions to pilot these solutions with several large data center owners and operators.
17
Merger
On December 19, 2023, SportsMap Tech Acquisition Corp. (“Legacy SMAP”), through its subsidiary (“Merger Sub”), and Infrared Cameras Holdings Inc (“Legacy ICI”) consummated the closing of the transactions contemplated by the Business Combination Agreement initially entered on December 5, 2022, by and among Legacy SMAP, Legacy ICI, and Merger Sub (the “Business Combination”). Pursuant to the terms of the Business Combination Agreement, a merger of Legacy SMAP and Legacy ICI was effected by the merger of Merger Sub with and into Legacy ICI, with Legacy ICI surviving the Business Combination as a wholly-owned subsidiary of Legacy SMAP. As a result of the consummation of the Business Combination, Legacy SMAP changed its name from “SportsMap Tech Acquisition Corp.” to “Infrared Cameras Holdings, Inc.” (“ICI”). In February 2024, ICI changed its name to “MultiSensor AI Holdings, Inc.” (“MSAI”).
The Business Combination was accounted for as a reverse acquisition. Under this method of accounting, Legacy SMAP is treated as the “acquired” company for accounting purposes. The net assets of Legacy SMAP were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Legacy ICI. Under this method of accounting, Legacy ICI has been determined to be the accounting acquirer, as it held the majority composition of the executive management and was greater in overall asset, revenue and employee size following the Business Combination.
Strategic Cost Optimization Initiatives
We have executed and continue to execute strategic cost optimization initiatives to align our expense base with current operations to enhance long-term profitability, preserve agility, and position MSAI for scalable and efficient growth. These initiatives include a reduction in employee headcount and professional fees, a consolidation of real estate, employee benefits realignment and vendor renegotiations. Specifically, in July 2025, the Company implemented a reduction in force impacting 10 employees across various departments. The Company incurred approximately $65 thousand of expense, primarily related to severance payments recorded in Sales, general and administrative on the Condensed Consolidated Statements of Operations for the three month period ended September 30, 2025.
18
Results of Operations
Three months ended September 30, 2025 compared to three months ended September 30, 2024
The following table presents summary results of operations for the periods indicated in thousands:
|
| Three Months Ended September 30, |
| Amount |
| % |
| |||||
| | 2025 |
| 2024 | | Change | | Change | | |||
Revenue, net | | $ | 1,574 | | $ | 1,602 | | $ | (28) |
| (2) | % |
Cost of goods sold (exclusive of depreciation) | | | 566 | | | 533 | | | 33 |
| 6 | % |
Inventory impairment | | | — | | | 2,038 | | | (2,038) | | (100) | % |
Operating expenses: | | | | | | | | | |
|
| |
Selling, general and administrative | | | 2,164 | | | 6,098 | | | (3,934) |
| (65) | % |
Share-based compensation expense | | | 205 | | | 29 | | | 176 | | 607 | % |
Depreciation | | | 342 | | | 307 | | | 35 |
| 11 | % |
Loss (gain) on asset disposal | | | (9) | | | 342 | | | (351) | | (103) | % |
Other loss | | | — | | | 930 | | | (930) | | (100) | % |
Total operating expenses | | | 2,702 | | | 7,706 | | | (5,004) |
| (65) | % |
Operating loss | | | (1,694) | | | (8,675) | | | 6,981 |
| (80) | % |
Interest expense (income), net | | | (5) | | | — | | | (5) |
| NM | % |
Change in fair value of convertible notes | | | — | | | — | | | — |
| NM | % |
Change in fair value of warrants liabilities | |
| — | |
| — | |
| — |
| NM | % |
Loss on financing transaction | | | — | | | — | | | — | | NM | % |
Other expense (income), net | | | (1) | | | (85) | | | 84 |
| (99) | % |
Loss before income taxes | | | (1,688) | | | (8,590) | | | 6,902 |
| (80) | % |
Income tax expense (benefit) | | | (11) | | | (395) | | | 384 |
| (97) | % |
Net loss | | $ | (1,677) | | $ | (8,195) | | $ | 6,518 |
| (80) | % |
Revenue: Revenue for the three months ended September 30, 2025 was $1.6 million, compared to $1.6 million for the three months ended September 30, 2024. The decrease in revenue is primarily attributable to reduced stand-alone hardware sales, which was offset by an increase in software revenues of $0.3 million, or 114% of software revenue in line with our strategic initiative of transitioning away from a hardware provider to a solutions provider by focusing on growing our SaaS business. Revenue streams from each of our products and services are summarized below for the three months ended September 30, 2025 and 2024.
|
| Three Months Ended September 30, | ||||
| | 2025 |
| 2024 | ||
Hardware | | $ | 853 | | $ | 1,077 |
Software | |
| 615 | |
| 287 |
Services | |
| 106 | |
| 238 |
Total revenue | | $ | 1,574 | | $ | 1,602 |
Cost of Goods Sold: Cost of goods sold for the three months ended September 30, 2025 was $0.6 million, compared to $0.5 million for the three months ended September 30, 2024. The decrease in cost of goods sold was attributable to a decrease in the quantity of sensor hardware sold as well as a change in product mix.
Selling, General and Administrative Expense: Selling, general and administrative expense for the three months ended September 30, 2025 was $2.2 million, compared to $6.1 million for the three months ended September 30, 2024. The decrease in selling, general and administrative expenses was primarily due to a reduction of professional fees of $2.7 million driven by the company reevaluating its professional services vendor relationships and scope of outsourced work, as well as a reduction in payroll expenses of $0.6 million primarily driven by a reduction of force in July 2025.
19
Share-Based Compensation Expense: Share-based compensation expense for the three months ended September 30, 2025 was $0.2 million, compared to $0.0 million for the three months ended September 30, 2024. The increase in share-based compensation expense is primarily related to the recognition of expense over the requisite service period related to awards granted throughout 2025.
Loss (gain) on asset disposal: The decrease in Loss (gain) on asset disposal was primarily the result of the Company disposing of certain aged or inoperable assets in the third quarter of 2024, primarily in the machinery, equipment, and demo category, which did not occur in 2025.
Other loss: The decrease in Other loss was primarily due to the write-down of a deposit of $930 which was recorded in the third quarter of 2024 which did not occur in 2025.
Other expense (income), net: Other expense (income), net for the three months ended September 30, 2025 was $0.0 million as compared to ($0.1) million for the three months ended September 30, 2024. The decrease was primarily associated with the Company’s ELOC. During the three months ended September 30, 2024 the Company’s make-whole obligation under the ELOC was remeasured, resulting in a $0.1 gain.
20
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
The following table presents summary results of operations for the periods indicated in thousands:
|
| Nine Months Ended September 30, |
| Amount |
| % |
| |||||
|
| 2025 |
| 2024 | | Change | | Change | | |||
Revenue, net | | $ | 4,163 | | $ | 6,002 | | $ | (1,839) |
| (31) | % |
Cost of goods sold (exclusive of depreciation) | | | 2,126 | | | 2,240 | | | (114) |
| (5) | % |
Inventory impairment | | | — | | | 2,272 | | | (2,272) | | (100) | % |
Operating expenses: | | | | | | | | | |
|
| |
Selling, general and administrative | | | 9,212 | | | 12,072 | | | (2,860) |
| (24) | % |
Share-based compensation expense | | | 1,535 | | | 3,355 | | | (1,820) | | (54) | % |
Depreciation | | | 952 | | | 878 | | | 74 |
| 8 | % |
Loss (gain) on asset disposal | | | (33) | | | 342 | | | (375) | | (110) | % |
Other loss | | | — | | | 930 | | | (930) | | (100) | % |
Total operating expenses | | | 11,666 | | | 17,577 | | | (5,911) |
| (34) | % |
Operating loss | | | (9,629) | | | (16,087) | | | 6,458 |
| (40) | % |
Interest expense (income), net | | | (20) | | | 63 | | | (83) |
| (132) | % |
Change in fair value of convertible notes | | | — | | | 475 | | | (475) |
| (100) | % |
Change in fair value of warrants liabilities | |
| — | |
| (38) | |
| 38 |
| (100) | % |
Loss on financing transaction | | | — | | | 1,381 | | | (1,381) | | (100) | % |
Other expense (income), net | | | (181) | | | 893 | | | (1,074) |
| (120) | % |
Loss before income taxes | | | (9,428) | | | (18,861) | | | 9,433 |
| (50) | % |
Income tax expense (benefit) | | | 7 | | | (351) | | | 358 |
| (102) | % |
Net loss | | $ | (9,435) | | $ | (18,510) | | $ | 9,075 |
| (49) | % |
Revenue: Revenue for the nine months ended September 30, 2025 was $4.1 million, compared to $6.0 million for the nine months ended September 30, 2024. The decrease in revenue is primarily attributable to reduced stand-alone hardware sales, in line with our strategic initiative of transitioning away from a hardware provider to a solutions provider. Software revenue grew 50% to $1.2 million as the Company continues to focus on growing our SaaS business. Revenue streams from each of our products and services are summarized below for the nine months ended September 30, 2025 and 2024.
|
| Nine Months Ended September 30, | ||||
| | 2025 |
| 2024 | ||
Hardware | | $ | 2,480 | | $ | 4,822 |
Software | |
| 1,266 | |
| 843 |
Services | |
| 417 | |
| 337 |
Total revenue | | $ | 4,163 | | $ | 6,002 |
Cost of Goods Sold: Cost of goods sold for the nine months ended September 30, 2025 was $2.1 million, compared to $2.2 million for the nine months ended September 30, 2024. The decrease in cost of goods sold was attributable to a decrease in the quantity of sensor hardware sold as well as a change in product mix.
Inventory Impairment: There was no recorded inventory impairment for the nine months ended September 30, 2025, compared to a recorded inventory impairment of $2.3 million for the months ended September 30, 2024. The decrease is due to a non-cash charge in the nine-month period ended September 30, 2024 related to thermal cameras specifically designed for medical applications that were unable to be converted to alternative applications for which there is customer demand.
Selling, General and Administrative Expense: Selling, general and administrative expense for the nine months ended September 30, 2025 was $9.2 million, compared to $12.1 million for the nine months ended September 30, 2024. The decrease in selling, general and administrative expenses was primarily related to decreased professional services fees of $2.5 million driven by the Company reevaluating its professional services vendor relationships and scope of outsourced work.
21
Share-Based Compensation Expense: Share-based compensation expense for the nine months ended September 30, 2025 was $1.5 million, compared to $3.4 million for the nine months ended September 30, 2024. The decrease in share-based compensation expense was primarily related to 1,382,909 vested restricted stock units granted during the nine months ended September 30, 2024 to certain employees. Awards granted throughout 2025 recognize expense over the requisite service period related to awards.
Loss (gain) on asset disposal: The decrease in Loss (gain) on asset disposal was primarily the result of the Company disposing of certain aged or inoperable assets in the third quarter of 2024, primarily in the machinery, equipment, and demo category, which did not occur in 2025.
Other loss: The decrease in Other loss was primarily due to the write-down of a deposit of $930 which was recorded in the third quarter of 2024 which did not occur in 2025.
Change in fair value of convertible notes: There was no recorded loss (gain) in fair value of convertible notes for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease in loss (gain) in fair value of convertible notes was the result of these notes being converted in fiscal year 2024.
Loss on financing transaction: There was no recorded loss on financing transaction for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease in loss on financing transaction was the result of the Financing Notes being converted to equity in fiscal year 2024.
Other expense (income), net: Other expense (income), net for the nine months ended September 30, 2025 was $0.9 million as compared to ($0.2) million for the nine months ended September 30, 2024. The change is primarily associated with the Company’s ELOC. During the nine months ended September 30, 2025, the Company was notified by B.Riley that the ELOC make-whole obligation was resolved resulting in a gain of $0.2 million. During the nine months ended September 30, 2024, the Company incurred a fee to enter into the ELOC arrangement of $0.5 million along with a make-whole obligation which was remeasured resulting in a $0.3 million loss based on the stock price as of September 30, 2024.
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA are supplemental non-GAAP financial measures used by management. We define EBITDA as net (loss) income before (i) interest expense (net interest income), (ii) depreciation and (iii) taxes. We define Adjusted EBITDA as EBITDA before share-based compensation expenses, inventory impairment, loss on financing transaction, other income, net and loss (gain) on disposal of assets.
We believe EBITDA and Adjusted EBITDA are useful performance measures because they facilitate comparison of our results of operations from period to period without regard to our financing methods or capital structure or other items that impact comparability of financial results from period to period such as fluctuations in interest expense or effective tax rates, levels of depreciation, non-cash charges such as share based compensation expenses or unusual items that are not considered an indicator of ongoing performance of our operations. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income (loss) or any other measure as determined in accordance with GAAP. Our computations of EBITDA and Adjusted EBITDA may not be comparable to EBITDA or Adjusted EBITDA of other companies. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business.
22
The following tables present a reconciliation of EBITDA and Adjusted EBITDA to the GAAP financial measure of net income for each of the periods indicated (unaudited), in thousands:
EBITDA and Adjusted EBITDA
|
| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
Adjusted EBITDA |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Net loss | | $ | (1,677) | | $ | (8,195) | | $ | (9,435) | | $ | (18,510) |
Interest expense (income), net | | | (5) | | | — | | | (20) | | | 63 |
Income tax expense (benefit) | | | (11) | | | (395) | | | 7 | | | (351) |
Depreciation | | | 342 | | | 307 | | | 952 | | | 878 |
EBITDA | | $ | (1,351) | | $ | (8,283) | | $ | (8,496) | | $ | (17,920) |
Change in fair value of convertible notes | |
| — | |
| — | |
| — | |
| 475 |
Change in fair value of warrants liabilities | |
| — | |
| — | |
| — | |
| (38) |
Share-based compensation expense | |
| 205 | |
| 29 | |
| 1,535 | |
| 3,355 |
Inventory impairment | |
| — | |
| 2,038 | |
| — | |
| 2,272 |
Loss on financing transaction | |
| — | |
| — | |
| — | |
| 1,381 |
Other expense (income), net | |
| (1) | |
| (85) | |
| (181) | |
| 893 |
Loss (gain) on asset disposal | | | (9) | | | 342 | | | (33) | | | 342 |
Adjusted EBITDA | | $ | (1,156) | | $ | (5,959) | | $ | (7,175) | | $ | (9,240) |
Liquidity and Capital Resources
We incurred losses for the three and nine months ended September 30, 2025. We have historically funded our operations with internally generated cash flows, equity financings, lines of credit, debt, convertible notes, and promissory notes with shareholders and related parties.
We may require additional capital in order to execute on our business plan and to fund our operations or to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances, and we may determine to raise capital through equity or debt financings or enter into credit facilities for other reasons, including the Sales Agreement (as defined below) and the Purchase Agreement (as defined below). In order to stay on our anticipated growth trajectory and to further business relationships with current or potential customers or partners, or for other reasons, we may issue equity or equity-linked securities to such current or potential customers or partners. We may not be able to timely secure additional debt or equity financing on favorable terms, or at all, as these plans are subject to market conditions and are not within the Company’s control. There is no assurance that the Company will be successful in implementing its plans. If we raise additional funds through the issuance of equity or convertible debt or other equity-linked securities or if we issue equity or equity-linked securities to current or potential customers to further business relationships, our existing shareholders could experience significant dilution. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited and our business could be materially and adversely affected.
As noted in the Company’s condensed consolidated financial statements, there is substantial doubt as to our ability to fund our planned operations for the next twelve months and to continue to operate as a going concern. We have assessed our ability to continue as a going concern, and, based on uncertainty related to obtaining shareholder approval of the Purchase Agreement (as defined below) to finance our future operations, recurring losses from operations incurred since inception, and expectation of continuing operating losses for the foreseeable future, we have concluded that there is substantial doubt about our ability to continue as a going concern for a period of one year from the date that these condensed consolidated financial statements are issued.
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Equity Line of Credit
On April 16, 2024, we entered into a common stock purchase agreement (the “Purchase Agreement”) with B. Riley. Pursuant to the Purchase Agreement, we have the right, but not the obligation, to sell to B. Riley up to $25.0 million worth of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (such shares when issued, the “Purchase Shares”) over the term of the Purchase Agreement, beginning only after certain conditions set forth in the Purchase Agreement have been satisfied, including that an amendment to the registration statement registering the Purchase Shares for resale shall have been declared effective under the Securities Act of 1933, as amended. During the three months ended September 30, 2025 and 2024, the Company did not utilize the ELOC to sell shares. During the nine months ended September 30, 2025 and 2024, the Company utilized the ELOC to sell a total of 1,791,732 and 23,999 shares of Common Stock for cash proceeds totaling $4.7 million and $58 thousand, respectively.
At the Market Sales Agreement
On March 28, 2025, we entered into an at market issuance sales agreement (the “Sales Agreement”) with B. Riley Securities, Inc., as sales agent or principal (“B. Riley Securities”), pursuant to which the Company could offer and sell shares of the Company’s Common Stock, having an aggregate market value of up to $8,6 million from time to time through B. Riley Securities. B. Riley Securities is entitled to compensation at a fixed commission rate of the gross sales price of the shares of Common Stock sold pursuant to the Sales Agreement. During the three months ended September 30, 2025, we sold 41,683 shares under the Sales Agreement for cash proceeds totaling $33. During the nine months ended September 30, 2025, we sold 151,072 shares under the Sales Agreement for cash proceeds totaling $116. On November 4, 2025, the Company filed a prospectus supplement to reduce the amount available under the Sales Agreement to an aggregate market value of up to $50.
2025 Private Placement
On October 24, 2025, the Company entered into a placement agency agreement (the “Placement Agreement”) with Roth Capital Partners, LLC (“Roth”),pursuant to which the Company engaged Roth to act as the exclusive placement agent in connection with a private placement of (i) an aggregate of 34,229,826 shares (the “2025 Private Placement Shares”) of the Company’s Common Stock, and (ii) warrants (the “Warrants”) to purchase up to 68,459,652 shares of Common Stock (collectively, the “2025 Private Placement”). Pursuant to the Placement Agreement, the Company agreed to pay Roth a cash fee equal to 5.0% of the gross proceeds received by the Company from the 2025 Private Placement.
On October 24, 2025 (the “Subscription Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 325 Capital, LLC (“325 Capital”) and certain other accredited investors signatory thereto (collectively with 325 Capital, the “Investors”), pursuant to which it agreed to sell to the Investors (i) the 2025 Private Placement Shares at a purchase price of $0.409 per share and (ii) the Warrants, with an exercise price of $0.409 per share, for an aggregate purchase price of $14 million before deducting placement agent fees and offering expenses. 325 Capital and its affiliates beneficially own more than 5.0% of the outstanding Common Stock. In addition, Daniel M. Friedberg, who is a Managing Member of 325 Capital, serves on the Company’s board of directors.
The Purchase Agreement and the Warrants provide that each Investor’s beneficial ownership of Common Stock, including after taking into account the full exercise of such Investor’s Warrant, shall in no event exceed 49.5% of the issued and outstanding Common Stock (the “Maximum Ownership Limitation”). In the event that an Investor’s Warrant is not exercisable for shares of Common Stock due to the beneficial ownership of such Investor exceeding the Maximum Ownership Limitation, the applicable Warrant will be exercisable for shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), that are convertible into an equivalent number of shares of Common Stock for which the Warrant is exercisable. The Warrants will expire seven years from the date of issuance.
At the initial closing of the Private Placement on October 30, 2025 (the “Initial Closing”), the Company issued to the Investors a number of 2025 Private Placement Shares equal to 19.99% of the number of shares of Common Stock issued and outstanding immediately prior to the Subscription Date, or 6,970,890 shares of Common Stock (the “Initial Shares”), and Warrants to purchase up to 13,941,780 shares of Common Stock (the “Initial Warrant Shares”), for gross proceeds of $2.85 million before deducting placement agent fees and offering expenses. The gross proceeds from the sale of the remaining 27,258,936 shares of Common Stock (the “Additional Shares”) and Warrants to purchase up to 54,517,872 shares of Common Stock (the “Additional Warrants”) was funded by the Investors into a third-party escrow account.. The Additional Shares and Additional Warrants will be issued upon the Company’s receipt of stockholder approval of the 2025 Private Placement.
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2025 Registered Direct Offering
On November 4, 2025, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with a single institutional investor, pursuant to which the Company agreed to issue and sell (i) 4,595,000 shares (the “2025 Registered Direct Shares”) of the Company’s Common Stock and (ii) pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to 6,100,000 shares of Common Stock (the “2025 Pre-Funded Warrant Shares”) in a registered direct offering (the “2025 Registered Direct Offering”). The 2025 Registered Direct Shares, 2025 Pre-Funded Warrants and 2025 Pre-Funded Warrant Shares are registered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-284437), and a base prospectus and prospectus supplement relating to the 2025 Registered Direct Offering, in each case filed with the SEC. The offering price was $1.35 per share of Common Stock and $1.3499 per Pre-Funded Warrant, which is the price of each share of Common Stock sold in the 2025 Registered Direct Offering, minus the $0.0001 exercise price per 2025 Pre-Funded Warrant.
The 2025 Registered Direct Offering closed on November 5, 2025, and resulted in net proceeds to the Company of approximately $13.6 million, after deducting advisory fees and other estimated offering expenses payable by the Company. Following the delivery of exercise notices to the Company on November 5, 2025 and November 6, 2025, the 2025 Pre-Funded Warrants were exercised in full.
The Company currently intends to use the net proceeds from the 2025 Registered Direct Offering for working capital and other general corporate purposes, including driving strategic growth initiatives and continuing to advance the development of the MSAI Connect platform.
Cash Flows
Nine months ended September 30, 2025, compared to nine months ended September 30, 2024
The following table summarizes our cash flows for the periods indicated, in thousands:
|
| Nine months ended September 30, | ||||
|
| 2025 |
| 2024 | ||
| | | | | | |
Net cash provided by (used in) operating activities | | $ | (5,783) | | $ | (12,510) |
Net cash provided by (used in) investing activities | |
| (1,244) | |
| (1,600) |
Net cash provided by (used in) financing activities | |
| 3,683 | |
| 21,588 |
Net increase/(decrease) in cash, cash equivalents, and restricted cash equivalents | | $ | (3,344) | | $ | 7,478 |
Operating Activities
Net cash used in operating activities was $5.8 million for the nine months ended September 30, 2025, a decrease of $6.7 million as compared to $12.5 million of net cash used by operating activities for the nine months ended September 30, 2024. The decrease in net cash used in operating activities was primarily related to our strategic cost optimization initiatives to align our expense base with current operations to enhance long-term profitability, preserve agility, and position MSAI for scalable and efficient growth. These initiatives have included a reduction in employee headcount and professional fees, a consolidation of real estate, employee benefits realignment and vendor renegotiations.
Investment Activities
Net cash used in investing activities was $1.2 million for the nine months ended September 30, 2025, a decrease of $0.4 million as compared to $1.6 million of net cash used in investing activities for the nine months ended September 30, 2024. The decrease is primarily related to a decrease in cash paid for capital expenditures.
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Financing Activities
Net cash provided by financing activities was $3.7 million for the nine months ended September 30, 2025, a decrease of $17.9 million as compared to $21.6 million of net cash provided by financing activities for the nine months ended September 30, 2024. The decrease in net cash provided by financing activities is primarily attributable to $22.8 million in net proceeds from stock sales during the nine months ended September 30, 2024, as compared to $4.8 million in proceeds from stock sales during the nine months ended September 30, 2025.
Contractual Obligations
Our principal commitments consist of lease obligations for our corporate office and production facility. The net present value of operating lease liabilities as of September 30, 2025 is $0.0 million. The net present value of operating lease liabilities as of December 31, 2024 is $0.1 million.
Off-Balance Sheet Arrangements
As of September 30, 2025, we did not have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company included in our 2024 Annual Report. There have been no significant and material changes in our Critical Accounting Polices and Estimates since the 2024 Annual Report.
Recently Issued Accounting Standards
See Note 2 of the notes to our annual consolidated financial statements in the 2024 Annual Report for our assessment of recently issued and adopted accounting standards.
Emerging Growth Company and Smaller Reporting Company Status
We are an emerging growth company under the JOBS Act. The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such a time as those standards apply to private companies.
Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation or (v) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies. However, we have elected to opt out of this extended exemption period discussed (v) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. We may take advantage of these exemptions until December 31, 2026, or until we are no longer an emerging growth company, whichever is earlier. We will cease to be an emerging growth company prior to the end of such five-year period if certain earlier events occur, including if we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, our annual gross revenues exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will be able to take advantage of these scaled disclosures for so long as our voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual
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revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 4. Controls and Procedures.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025 (“Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective as of September 30, 2025.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of our business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. We are not currently a party to any actions, claims, suits or other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations.
Item 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our 2024 Annual Report on Form 10-K, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our Common Stock. There have been no material changes in our risk factors since our 2024 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During the three months ended September 30, 2025, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company
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Item 6. Exhibits
| | | | Incorporated by Reference | ||||||
| | | | | | | | | | Filed / |
| | | | | | | | | | Furnished |
Exhibit |
| Description |
| Form |
| Exhibit |
| Filing Date |
| Herewith |
2.1† | | | 8-K | | 2.1 | | 12/6/2022 | | | |
2.2 | | | 8-K | | 2.2 | | 6/28/2023 | | | |
2.3 | | | 8-K | | 2.2 | | 9/20/2023 | | | |
3.1 | | | 10-K | | 3.1 | | 3/28/2025 | | ||
3.2 | | Second Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. | | 10-K | | 3.2 | | 3/28/2025 | | |
3.3 | | | 8-K | | 3.1 | | 10/30/2025 | | | |
4.1 | | | 8-K | | 4.1 | | 10/30/2025 | | | |
4.2 | | | 8-K | | 4.1 | | 11/5/2025 | | | |
9.1 | | | 8-K | | 9.1 | | 10/30/2025 | | | |
10.1† | | | 8-K | | 10.1 | | 10/1/2025 | | | |
10.2† | | | 8-K | | 10.2 | | 10/1/2025 | | | |
10.3 | | | 8-K | | 1.1 | | 10/30/2025 | | | |
10.4† | | | 8-K | | 10.1 | | 10/30/2025 | | | |
10.5† | | | 8-K | | 10.2 | | 10/30/2025 | | | |
10.6† | | | 8-K | | 10.1 | | 11/5/2025 | | | |
10.7 | | Form of Amendment No.1 to Securities Purchase Agreement, dated November 4, 2025. | | 8-K | | 10.2 | | 11/5/2025 | | |
29
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 | | | | | | | | | ** | |
32.2 | | | | | | | | | ** | |
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 |
** | Furnished herewith |
† | 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. |
30
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 thereunto duly authorized.
| MultiSensor AI Holdings, Inc. | |
Date: November 13, 2025 | | |
| By: | /s/ Asim Akram |
| | Asim Akram |
| | Chief Executive Officer and President |
| | (Principal Executive Officer) |
Date: November 13, 2025 | | |
| By: | /s/ Robert Nadolny |
| | Robert Nadolny |
| | Chief Financial Officer and Secretary |
| | (Principal Financial Officer and |
| | Principal Accounting Officer) |
31
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Asim Akram, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of MultiSensor AI Holdings, Inc., for the quarterly period ended September 30, 2025; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 13, 2025 | By: | /s/ Asim Akram |
Asim Akram | ||
Chief Executive Officer and President | ||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Robert Nadolny, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of MultiSensor AI Holdings, Inc., for the quarterly period ended September 30, 2025; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 13, 2025 | By: | /s/ Robert Nadolny |
Robert Nadolny | ||
Chief Financial Officer and Secretary | ||
| ||
| | |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
IN ACCORDANCE WITH 18 U.S.C. SECTION 1350,
AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of MultiSensor AI Holdings, Inc. (the “Company”) for the quarterly period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Asim Akram, in my capacity as Chief Executive Officer and President of the Company and not in my individual capacity, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 13, 2025 | By: | /s/ Asim Akram |
Asim Akram | ||
Chief Executive Officer and President | ||
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
IN ACCORDANCE WITH 18 U.S.C. SECTION 1350,
AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of MultiSensor AI Holdings, Inc. (the “Company”) for the quarterly period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Robert Nadolny, in my capacity as Chief Financial Officer of the Company and not in my individual capacity, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 13, 2025 | By: | /s/ Robert Nadolny |
Robert Nadolny | ||
Chief Financial Officer and Secretary | ||