325 Capital LLC Discloses Stake in MultiSensor AI Holdings

TL;DR

**325 Capital LLC just took a big stake in MultiSensor AI Holdings!**

AI Summary

On July 3, 2024, 325 Capital LLC filed an SC 13D, reporting beneficial ownership of MultiSensor AI Holdings, Inc. common stock. The filing indicates a change in ownership or control, with 325 Capital LLC now holding a significant stake in the company, formerly known as Infrared Cameras Holdings, Inc. and Sportsmap Tech Acquisition Corp.

Why It Matters

This filing signals a potential shift in control or influence over MultiSensor AI Holdings, Inc., which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — SC 13D filings often indicate activist investors or significant stake acquisitions, which can lead to volatility and strategic changes.

Key Players & Entities

• 325 CAPITAL LLC (company) — Filing entity
• MultiSensor AI Holdings, Inc. (company) — Subject company
• Infrared Cameras Holdings, Inc. (company) — Former company name
• Sportsmap Tech Acquisition Corp. (company) — Former company name
• Michael Braner (person) — Mentioned in filing

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $701,195 — tly by 325 Master Fund is approximately $701,195 (exclusive of brokerage commissions and
• $3,734,902 — t manager of the SMAs, is approximately $3,734,902 (exclusive of brokerage commissions and
• $1.60 — chase price of the Placement Shares was $1.60 per share and the purchase price of eac
• $1.5999 — se price of each Pre-Funded Warrant was $1.5999. The Purchase Agreement contained custo

Filing Documents

• sc13d13281004_07032024.htm (SC 13D) — 194KB
• ex995tosc13d13281004_070324.htm (EX-99.5) — 14KB
• 0000921895-24-001536.txt ( ) — 210KB

Security and Issuer

Item 1. Security and Issuer . This Schedule 13D (this “ Schedule 13D ”) relates to the Common Stock, par value $0.0001 per share (the “ Shares ”), of MultiSensor AI Holdings, Inc., a Delaware corporation (the “ Issuer ”). The principal executive offices of the Issuer are located at 2105 West Cardinal Drive, Beaumont, Texas 77705.

Identity and Background

Item 2. Identity and Background . (a) – (c) and (f). The persons filing this Schedule 13D are 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership (“ 325 Master Fund ”), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands (“ 325 Capital GP ”), 325 Capital LLC, a Delaware limited liability company (“ 325 ”), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the “ Reporting Persons ”). The principal business of 325 Master Fund is investing in securities. The principal business of 325 Capital GP is serving as the general partner of 325 Master Fund and certain affiliated funds. The principal business of 325 is serving as the investment manager to 325 Master Fund and to certain affiliated funds and separately managed accounts (collectively, the “ SMAs ”). Messrs. Braner, Friedberg, and Shrivastava are Managing Members of 325. For each of the Reporting Persons, except for 325 Master Fund, the principal business address, which also serves as the principal office, is 757 Third Avenue, 20 th Floor, New York, NY 10017. The principal business address for 325 Master Fund is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. (d) – (e). During the last five years, none of the Reporting Persons, nor any of their respective directors or executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was, or is, subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with r

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations . The Reporting Persons acquired the Shares reported owned herein pursuant to the Purchase Agreement (as defined below) in connection with the Private Placement (as defined below). As of the date hereof, the Reporting Persons are deemed to beneficially own the Shares as detailed in Item 5. The aggregate purchase price for the 438,247 Shares beneficially owned directly by 325 Master Fund is approximately $701,195 (exclusive of brokerage commissions and other costs of execution). The aggregate purchase price for the 2,334,314 Shares beneficially owned by 325, as the investment manager of the SMAs, is approximately $3,734,902 (exclusive of brokerage commissions and other costs of execution). The source of funding for the transaction 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). 8 CUSIP No. 456948108

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Persons purchased the securities of the Issuer based on the Reporting Persons’ belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable, subject to the terms of the Purchase Agreement. On June 27, 2024, the Issuer entered into a securities purchase agreement (the “ Purchase Agreement ”) with 325 (collectively with its affiliates, the “ Purchaser ”), pursuant to which the Purchaser agreed to purchase 2,772,561 Shares (the “ Placement Shares ”) and pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to 6,602,439 Shares (the “ Private Placement ”). The purchase price of the Placement Shares was $1.60 per share and the purchase price of each Pre-Funded Warrant was $1.5999. The Purchase Agreement contained customary representations, warranties and agreements by the Issuer, customary conditions to closing, indemnification obligations of the Issuer, other obligations of the parties, and termination provisions. The closing of the Private Placement occurred on July 1, 2024. Pursuant to the Purchase Agreement, the Issuer agreed to the following corporate governance changes, among other things, which will remain in effect for so long as the Purchaser beneficially owns at least 10.0% of the then-outstanding Shares (assuming full exercise of the Pre-Funded Warrants w

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . (a) As of the close of business on July 3, 2024, the Reporting Persons beneficially owned an aggregate of 2,772,561 Shares, which represents approximately 10.1% of the outstanding Shares, based upon 23,829,805 Shares outstanding as of the closing of the Public Offering (as defined in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on July 1, 2024) and the Private Placement, as reported in the Issuer’s Prospectus filed with the SEC on July 1, 2024. This excludes 6,602,439 Shares underlying certain Pre-Funded Warrants, the exercise of which is subject to stockholder approval. 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 July 3, 2024. (b) Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 2,772,561 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 2,772,561 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 2,334,314 Shares held in the SMAs. (c) Other than as set forth in Item 4 above, the Reporting Persons have not entered into any transactions in the Shares during the past sixty days. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. (e) Not applicable. 10 CUSIP No. 456948108

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 . The Reporting Persons, together with the SMAs, hold Pre-Funded Warrants to purchase up to an aggregate of 6,602,439 Shares. The exercise price for each Share issuable upon exercise of the Pre-Funded Warrants is $0.0001 per Share. The Pre-Funded Warrants are not exercisable unless or until approved by the Company’s stockholders. The Pre-Funded Warrants are not subject to any redemption provision, and once exercisable, can be exercised for cash or on a cashless basis at the discretion of the holder. The Pre-Funded Warrants do not have any voting rights, but do have the right to participate in any dividends or distributions made by the Company. The full text of the Form of Pre-Funded Warrant is set forth in Exhibit 99.1 and incorporated herein by reference. The definitions and descriptions of the Purchase Agreement, Registration Rights Agreement and Voting Agreement as set forth in Item 4 above, as applicable, are incorporated herein by reference. The full text of the Purchase Agreement, Registration Rights Agreement and Voting Agreement are also attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively. On July 3, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Form of Pre-Funded Warrant (incorporated by reference to Ex. 4.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2024). 99.2 Securities Purchase Agreement, dated June 27, 2024, by and between the Issuer and 325 Capital LLC (incorporated by reference to Ex. 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2024). 99.3 Registration Rights Agreement, dated July 1, 2024, by and between the Issuer and 325 Capital LLC (incorporated by reference to Ex. 10.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2024). 99.4 Voting Agreement, dated July 1, 2024, by and between the Issuer and the stockholders listed therein (incorporated by reference to Ex. 9.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2024). 99.5 Joint Filing Agreement by and among the Reporting Persons, dated July 3, 2024. 11 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: July 3, 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 12

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