Submission of Matters to a Vote of Security Holders - Form 8-K

On March 24, 2024, the holders of more than a majority of the voting power of the capital stock of MultiSensor AI Holdings, Inc. (the "Company") approved via written consent to grant discretionary authority to the board of directors of the Company (the "Board") to, without further stockholder approval, effect a reverse stock split of the Company's issued and outstanding common stock and common stock underlying outstanding equity awards, warrants, convertible promissory notes and other rights, in each case, within a range of between 1-for-2 and 1-for-10 (with the Board being authorized to determinate the exact ratio) (the "Reverse Stock Split"). The Reverse Stock Split will be effected at such time and date, if at all, as determined by the Board in its sole discretion by filing a Certificate of Amendment (the "Amendment") to the Company's Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware.

The Board approved the Reverse Stock Split primarily in order to be able to help support the Company's ability to satisfy the initial listing requirements of the Nasdaq Stock Market or any other national exchange on which the Company may apply to have its securities listed for trading. For example, different standards for listing on different tiers of the Nasdaq Stock Market may require a stock price of greater than $2, $3 or $4 in order to satisfy the initial listing requirements. From March 1, 2024 to March 22, 2024, the trading price of the Company's common stock ranged from $2.05 to $5.00.

The Board also retains the authority to abandon the Reverse Stock Split.

The written consent was signed by the holders of 7,104,556 shares of the Company's common stock. Each share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders. Accordingly, the holders of approximately 59.4% of the voting power of the Company's capital stock outstanding and entitled to vote as of March 23, 2024 (the record date established by the Board) signed the written consent approving the Reverse Stock Split and the Amendment.

Pursuant to the requirements of Regulation 14C of the Securities Exchange Act of 1934, as amended, an Information Statement relating to the matters described above will be filed with the Securities and Exchange Commission and distributed to the stockholders of the Company before any such Amendment is filed with the Secretary of State of Delaware.