---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-124198"
form_type: "8-K"
ticker: "MSAI"
cik: "0001863990"
company_name: "MultiSensor AI Holdings, Inc."
filed_at: "2025-12-23T23:59:59+00:00"
generated_at: "2026-05-16T12:18:45.965004+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# MultiSensor AI stockholders approve private placement and reverse stock split

## Summary
- Stockholders approved issuance of up to 27.26M common shares and 54.52M warrants for $11.15M gross proceeds (remaining from $14M total private placement).
- Final closing occurred Dec 23, 2025; funds released from escrow.
- Reverse stock split authorized at ratio between 1:2 and 1:100, board to determine exact ratio and timing.
- Proposal 1 (share issuance): 13.50M for, 1.38M against; Proposal 2 (reverse split): 21.12M for, 0.71M against.
- Total voting power present at special meeting: 21.84M shares (52.2% of outstanding).

## SEC filing metadata
- accession: 0001104659-25-124198
- form_type: 8-K
- ticker: MSAI
- cik: 0001863990
- company_name: MultiSensor AI Holdings, Inc.
- filed_at: 2025-12-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 3.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1863990/000110465925124198/0001104659-25-124198-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1863990/000110465925124198/tm2534107d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-124198
- JSON: https://secwatch.observer/filing/0001104659-25-124198.json
- Plain text: https://secwatch.observer/filing/0001104659-25-124198.txt

## Key facts
- Equity Issuances
  MultiSensor AI Holdings, Inc. issued 27,258,936 shares of Common Stock of common stock to 325 Capital, LLC and certain other accredited investors for remaining $11.15 million in gross proceeds.
  - Security: common stock
  - Shares: 27,258,936 shares of Common Stock
  - Purchaser: 325 Capital, LLC and certain other accredited investors
  - Consideration: remaining $11.15 million in gross proceeds
  source text: On December 23, 2025, the final closing occurred and (i) the Company issued 27,258,936 shares of Common Stock and Warrants to purchase up to 54,517,872 shares of Common Stock to the Investors and (ii) the remaining $11.15 million in gross proceeds from the Private Placement were released to the Company from the third-party escrow account.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1863990/000110465925124198/0001104659-25-124198-index.htm
- Equity Issuances
  MultiSensor AI Holdings, Inc. issued Warrants to purchase up to 54,517,872 shares of Common Stock of warrant to 325 Capital, LLC and certain other accredited investors.
  - Security: warrant
  - Shares: Warrants to purchase up to 54,517,872 shares of Common Stock
  - Purchaser: 325 Capital, LLC and certain other accredited investors
  source text: On December 23, 2025, the final closing occurred and (i) the Company issued 27,258,936 shares of Common Stock and Warrants to purchase up to 54,517,872 shares of Common Stock to the Investors and (ii) the remaining $11.15 million in gross proceeds from the Private Placement were released to the Company from the third-party escrow account.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1863990/000110465925124198/0001104659-25-124198-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.