SCHEDULE: MultiSensor AI Holdings Amends Purchase Pact, Raises $14.5M

MultiSensor AI Holdings, Inc. amended a securities purchase agreement to facilitate a $14.5 million offering of shares and pre-funded warrants, diluting existing investors' immediate participation rights.

Summary

• MultiSensor AI Holdings, Inc. executed an Amendment No. 1 to a Securities Purchase Agreement on November 4, 2025, with certain Reporting Persons.
• This amendment permits the Issuer to offer and sell up to $14.5 million in Shares or Share equivalents (including pre-funded warrants) at a price of $1.35 or more per Share/equivalent.
• The offering closed on November 5, 2025, resulting in the issuance of 4,595,000 Shares and pre-funded warrants to purchase 6,100,000 Shares.
• The Reporting Persons (325 Capital Master Fund LP, 325 Capital GP, LLC, 325 CAPITAL LLC, Michael David Braner, Daniel M. Friedberg, and Anil K. Shrivastava) were explicitly excluded from participating in this offering.
• As of November 7, 2025, the Reporting Persons beneficially owned an aggregate of 12,961,653 Shares, representing approximately 27.9% of the outstanding shares.
• This beneficial ownership calculation is based on a total of 46,437,823 outstanding shares (41,842,823 shares outstanding as of November 3, 2025, plus 4,595,000 shares issued in the offering).
• The reported beneficial ownership excludes 6,970,892 Shares underlying warrants currently held by the Reporting Persons and an additional 13,629,466 Shares and 27,258,936 Shares underlying warrants issuable upon stockholder approval.

Sentiment

Score: 6

Explanation: The filing reports a successful capital raise for the Issuer, which is positive for its operations. However, it also indicates dilution for existing shareholders, including the reporting persons who were excluded from participation, which could be viewed negatively by some investors.

Positives

• MultiSensor AI Holdings successfully raised up to $14.5 million through an offering of shares and pre-funded warrants, providing capital for its operations.
• The offering price per share or equivalent was set at $1.35 or more, establishing a specific valuation floor for the capital raise.

Negatives

• The Reporting Persons, who are significant beneficial owners, were explicitly excluded from participating in the new $14.5 million offering, potentially diluting their percentage ownership.
• The issuance of 4,595,000 Shares and pre-funded warrants to purchase 6,100,000 Shares in the offering has increased the total outstanding shares, leading to dilution for existing shareholders.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Existing shareholders, including the Reporting Persons, experienced dilution due to the issuance of new shares and warrants.
• Company (MultiSensor AI Holdings, Inc.): Benefited from a capital infusion of up to $14.5 million, which can support operations and strategic initiatives.

Key Dates

Keywords

MultiSensor AI Holdings, Schedule 13D Amendment, Securities Purchase Agreement, Capital Raise, Share Offering, Pre-funded Warrants, Beneficial Ownership, 325 Capital, Dilution