SCHEDULE: 325 Capital Boosts MultiSensor AI Stake to 49.5%

325 Capital and its affiliates have significantly increased their beneficial ownership in MultiSensor AI Holdings, Inc. to approximately 49.5% following the second closing of a private placement.

Summary

• 325 Capital and its affiliates now beneficially own an aggregate of 52,482,019 shares of MultiSensor AI Holdings, Inc., representing approximately 49.4999% of the outstanding common stock as of December 23, 2025.
• This increased ownership stems from the second closing of the 2025 Private Placement, which occurred on December 23, 2025, following stockholder approval obtained on December 19, 2025.
• In the second closing, the reporting persons acquired 13,629,466 shares and warrants to purchase an additional 27,258,932 shares.
• The aggregate purchase price for shares and warrants acquired by 325 Master Fund in the second closing was approximately $1,094,818.
• The aggregate purchase price for shares and warrants acquired by the Separately Managed Accounts (SMAs) in the second closing was approximately $4,479,634.
• The total beneficial ownership includes 25,890,900 shares underlying currently exercisable warrants.
• The calculation of beneficial ownership excludes 8,338,924 shares underlying certain warrants due to a Maximum Ownership Limitation.
• The source of funds for these acquisitions was the working capital of 325 Master Fund and the SMAs, which may include margin loans.
• Daniel M. Friedberg, a director of the Issuer, was granted 101,207 shares in connection with his service.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a significant private placement, leading to a substantial increase in a major investor's stake. This indicates investor confidence and provides capital to the issuer, which is generally a positive development.

Positives

• Significant institutional investment by 325 Capital, increasing its stake to nearly 50%, indicates strong confidence in MultiSensor AI Holdings, Inc.
• Successful completion of the second closing of the 2025 Private Placement provides additional capital to the issuer.
• Stockholder approval for the private placement demonstrates alignment between management and shareholders regarding the capital raise.

Risks

• A 'Maximum Ownership Limitation' restricts the exercise of 8,338,924 shares underlying certain warrants held by the Reporting Persons and SMAs, potentially limiting their full equity stake or future capital infusion from warrant exercises.

Future Outlook

This filing does not contain explicit forward-looking statements or guidance from MultiSensor AI Holdings, Inc. It primarily reports on a completed transaction and changes in beneficial ownership.

Industry Context

This filing is a report of an ownership change and does not provide specific analysis of broader industry trends or competitive landscape for MultiSensor AI Holdings, Inc.

Related Party Transactions

• Daniel M. Friedberg, a director of the Issuer, was granted 101,207 shares in connection with his service as a director.

Stakeholder Impact

• Shareholders: The increased institutional ownership by 325 Capital could provide stability and strategic guidance, though the issuance of new shares implies dilution.
• Company: The completion of the private placement provides additional capital, supporting operations and growth initiatives.

Key Dates

Keywords

MultiSensor AI Holdings, 325 Capital, Schedule 13D, beneficial ownership, private placement, warrants, institutional investment, equity stake, SEC filing, corporate governance