Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
MultiSensor AI Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
456948108 (CUSIP Number) |
Michael Braner 325 Capital LLC, 757 Third Avenue, 20th Floor New York, NY, 10017 646-774-2904 Kenneth A. Schlesinger, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
325 Capital Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,166,407.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
325 Capital GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,166,407.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
325 CAPITAL LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,961,653.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
Braner Michael David | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,961,653.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
FRIEDBERG DANIEL M. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,961,653.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
Shrivastava Anil K | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,961,653.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
MultiSensor AI Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2105 WEST CARDINAL DRIVE, BEAUMONT,
TEXAS
, 77705. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following: On November 4, 2025, the Issuer and certain of the Reporting Persons executed an Amendment No. 1 to Securities Purchase Agreement (the "Amendment") to the 2025 Purchase Agreement (as defined in Amendment No. 3 to the Schedule 13D). Pursuant to the Amendment, the 2025 Purchase Agreement was amended to provide that the Issuer is not prohibited under the 2025 Purchase Agreement from offering and selling up to $14.5 million in Shares or Share equivalents (including pre-funded warrants) at a price per Share, or Share equivalent, to equal or exceed $1.35, with such offering to close within five Business Days of the date of the Amendment (the "Offering"), and none of the Investors (as defined in Amendment No. 3 to the Schedule 13D), including the Reporting Persons, as applicable, shall have a right to participate in the Offering pursuant to the 2025 Purchase Agreement. The foregoing description of the Amendment does not purport to be complete and is subject to and is qualified in its entirety by reference to the full text of a form of the Amendment, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein. The Offering closed on November 5, 2025, and in connection with the closing of the Offering, the Issuer issued 4,595,000 Shares and pre-funded warrants to purchase 6,100,000 Shares to the purchaser. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows: As of the close of business on November 7, 2025, the Reporting Persons beneficially owned an aggregate of 12,961,653 Shares, which represents approximately 27.9% of the outstanding Shares, based upon a denominator that is the sum of (i) 41,842,823 Shares outstanding as of November 3, 2025, and (ii) 4,595,000 Shares issued in connection with the Offering, each as set forth in the Issuer's Prospectus Supplement filed with the SEC on November 5, 2025. The number of Shares reported beneficially owned herein by the Reporting Persons excludes (a) 6,970,892 Shares underlying the Warrants currently held by the Reporting Persons and (b) the remaining 13,629,466 Shares and 27,258,936 Shares underlying the Warrants issuable to the Reporting Persons upon the Issuer obtaining the Stockholder Approval (as defined in Amendment No. 3 to the Schedule 13D). The aggregate beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of the close of business on November 7, 2025. |
| (c) | Item 5(c) is hereby amended and restated to read as follows: The Reporting Persons have not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following: The definition and description of the Amendment as set forth in Item 4 above is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit: 99.1 - Form of Amendment No. 1 to Securities Purchase Agreement, dated November 4, 2025 (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the SEC on November 5, 2025) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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