325 Capital LLC Amends Stake in MultiSensor AI Holdings

TL;DR

325 Capital LLC just updated their 13D filing for MultiSensor AI. Big player changes.

AI Summary

On September 25, 2024, 325 CAPITAL LLC filed an amendment to its Schedule 13D for MultiSensor AI Holdings, Inc. The filing indicates a change in beneficial ownership, with 325 CAPITAL LLC now holding a significant stake in the company. The filing does not disclose specific dollar amounts or the exact percentage of ownership change.

Why It Matters

This amendment signals a potential shift in control or influence over MultiSensor AI Holdings, Inc., which could impact its strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or significant stake-building, which may lead to increased stock volatility.

Key Players & Entities

• 325 CAPITAL LLC (company) — Filing entity
• MultiSensor AI Holdings, Inc. (company) — Subject company
• Michael Braner (person) — Associated with 325 Capital LLC

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $701,195 — the Purchase Agreement is approximately $701,195 and the aggregate purchase price of the
• $1,669,794 — ed Warrants held by it is approximately $1,669,794 (inclusive of the price of the Pre-Fund
• $3,734,902 — the Purchase Agreement is approximately $3,734,902 and the aggregate purchase price of the
• $8,894,109 — Warrants held by them is approximately $8,894,109 (inclusive of the price of the Pre-Fund

Filing Documents

• sc13da113281004_09252024.htm (SC 13D/A) — 183KB
• 0000921895-24-002169.txt ( ) — 184KB

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations .

is hereby amended and restated to read

Item 3 is hereby amended and restated to read as follows: The Reporting Persons acquired the 9,383,969 Shares reported owned herein pursuant to the Purchase Agreement (as defined in the Schedule 13D) in connection with the Private Placement (as defined in the Schedule 13D) and upon the exercise of the Pre-Funded Warrants acquired pursuant to the Purchase Agreement in connection with the Private Placement. As of the date hereof, the Reporting Persons are deemed to beneficially own the Shares as detailed in Item 5. The aggregate purchase price of the 438,247 Shares acquired by 325 Master Fund pursuant to the Purchase Agreement is approximately $701,195 and the aggregate purchase price of the 1,043,621 Shares acquired by 325 Master upon the exercise of the Pre-Funded Warrants held by it is approximately $1,669,794 (inclusive of the price of the Pre-Funded Warrants and exclusive of brokerage commissions and other costs of execution). The aggregate purchase price of the 2,334,314 Shares acquired by the SMAs pursuant to the Purchase Agreement is approximately $3,734,902 and the aggregate purchase price of the 5,558,818 Shares acquired by the SMAs upon the exercise of the Pre-Funded Warrants held by them is approximately $8,894,109 (inclusive of the price of the Pre-Funded Warrants and exclusive of brokerage commissions and other costs of execution). The source of funding for the transactions pursuant to which the Reporting Persons obtained ownership of the Shares was derived from the working capital of 325 Master Fund and the SMAs (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The 8,969 shares beneficially owned directly by Mr. Friedberg were granted to him in connection with his service as a director of the Issuer.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended to add the following

Item 4 is hereby amended to add the following: On September 25, 2024, the Reporting Persons and the SMAs gave notice to the Issuer that, pursuant to Section 2 of the Pre-Funded Warrant, (i) the Reporting Persons have elected to waive the 19.99% beneficial ownership limitation (as set forth in Section 2(e) of the Pre-Funded Warrant), effective immediately, and (ii) to exercise all of 6,602,439 Pre-Funded Warrants held by them, representing 6,602,439 Shares, at an exercise price of $.0001 per share.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a)-(c) are hereby amended and restated to read as follows: (a) As of the close of business on September 25, 2024, the Reporting Persons beneficially owned an aggregate of 9,383,969 Shares, which represents approximately 30.1% of the outstanding Shares, based upon 30,339,644 following the exercise of all of the Pre-Funded Warrants held by the Reporting Persons and the SMAs, as reported in the Definitive Proxy Statement on Schedule 14A filed with the SEC on August 15 2024. 8 CUSIP No. 456948108 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 September 25, 2024. (b) Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 9,383,969 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 9,383,969 The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons, including the 7,893,132 Shares held in the SMAs and the 8,969 Shares granted to Mr. Friedberg in connection with his service as a director of the Issuer. (c) Other than as set forth in Item 4 above, in Item 6 below, and on Schedule A attached hereto, the Reporting Persons have not entered into any transactions in the Shares during the past sixty days.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended to add the following

Item 6 is hereby amended to add the following: The information set forth in Item 4 is incorporated herein by reference. On August 30, 2024, Mr. Friedberg was granted 8,969 shares in connection with his services as a director of the Issuer. 9 CUSIP No. 456948108

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this Dated: September 25, 2024 325 CAPITAL MASTER FUND LP By: 325 Capital GP, LLC, its General Partner By: /s/ Michael Braner Name: Michael Braner Title Managing Member 325 CAPITAL GP, LLC By: /s/ Michael Braner Name: Michael Braner Title Managing Member 325 CAPITAL LLC By: /s/ Michael Braner Name: Michael Braner Title Managing Member MICHAEL BRANER By: /s/ Michael Braner Name: Michael Braner DANIEL FRIEDBERG By: /s/ Daniel Friedberg Name: Daniel Friedberg ANIL SHRIVASTAVA By: /s/ Anil Shrivastava Name: Anil Shrivastava 10 CUSIP No. 456948108 SCHEDULE A Transactions in Shares of the Issuer since the Filing of Amendment No. 3 to the Schedule 13D Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale 325 Capital Master Fund LP Acquisition of Common Stock 1 1,043,621 0.0001 09/25/2024 325 Capital LLC (through the SMAs) Acquisition of Common Stock 1 5,558,818 0.0001 09/25/2024 1 Represents the acquisition of Shares upon the exercise of the Pre-Funded Warrants on a one-for-one basis at an exercise price of $0.0001 per Share.

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