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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0000921895-24-002169 0001873893 XXXXXXXX LIVE 4 Common Stock, par value $0.0001 per share 10/30/2025 false 0001863990 456948108 MultiSensor AI Holdings, Inc. 2105 WEST CARDINAL DRIVE BEAUMONT TX 77705 Michael Braner 646-774-2904 325 Capital LLC 757 Third Avenue, 20th Floor New York NY 10017 Kenneth A. Schlesinger, Esq. 212-451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 0001972759 N 325 Capital Master Fund LP WC N E9 0.00 2166407.00 0.00 2166407.00 2166407.00 N 5.2 PN 0001972758 N 325 Capital GP, LLC AF N DE 0.00 2166407.00 0.00 2166407.00 2166407.00 N 5.2 OO 0001873893 N 325 CAPITAL LLC AF OO N DE 0.00 12961653.00 0.00 12961653.00 12961653.00 N 31.2 OO 0001908015 N Braner Michael David AF OO N X1 0.00 12961653.00 0.00 12961653.00 12961653.00 N 31.2 IN 0001448795 N FRIEDBERG DANIEL M. AF OO N X1 0.00 12961653.00 0.00 12961653.00 12961653.00 N 31.2 IN 0001908019 N Shrivastava Anil K AF OO N X1 0.00 12961653.00 0.00 12961653.00 12961653.00 N 31.2 IN Common Stock, par value $0.0001 per share MultiSensor AI Holdings, Inc. 2105 WEST CARDINAL DRIVE BEAUMONT TX 77705 Item 4 is hereby amended to add the following: The Initial Closing (as defined in Amendment No. 3 to the Schedule 13D) occurred On October 30, 2025. As previously disclosed in Amendment No. 3 to the Schedule 13D, in connection with the Initial Closing, (a) 325 Master Fund acquired 684,539 Shares and 1,369,078 Warrants (as defined in Amendment No. 3 to the Schedule 13D), and (b) the SMAs acquired an aggregate of 2,800,907 Shares and 5,601,814 Warrants. As previously disclosed in Amendment No. 3 to the Schedule 13D, in connection with the Initial Closing, certain of the Reporting Persons entered into a registration rights agreement with the Issuer, effective upon the Initial Closing (the "2025 Registration Rights Agreement") pursuant to which the Issuer is required to file a registration statement with the SEC to register the resale of the Shares and the Shares and Preferred Stock issuable upon exercise of the Warrants be issued in connection with the 2025 Private Placement. As previously disclosed in Amendment No. 3 to the Schedule 13D, in connection with the Initial Closing, certain of the Reporting Persons entered into a voting agreement with the Issuer, effective upon the Initial Closing (the "2025 Voting Agreement"), to support the transactions contemplated by the 2025 Purchase Agreement, including obtaining the Stockholder Approval. The foregoing descriptions of the 2025 Registration Rights Agreement and 2025 Voting Agreement do not purport to be complete and are subject to and are qualified in their entirety by reference to the full text of the Form of 2025 Registration Rights Agreement and Form of 2025 Voting Agreement, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein. Item 5(c) is hereby amended and restated to read as follows: Other than as set forth in Item 4 above, the Reporting Persons have not entered into any transactions in the securities of the Issuer since the filing of the Amendment No. 3 to the Schedule 13D. Item 6 is hereby amended to add the following: The definitions and descriptions of the 2025 Registration Rights Agreement and 2025 Voting Agreement as set forth in Item 4 above are incorporated herein by reference. Item 7 is hereby amended to add the following exhibits: 99.1 - Form of 2025 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the SEC on October 30, 2025) 99.2 - Form of 2025 Voting Agreement (incorporated by reference to Exhibit 9.1 of the Issuer's Current Report on Form 8-K filed with the SEC on October 30, 2025) 325 Capital Master Fund LP /s/ Michael Braner Michael Braner, Managing Member 11/03/2025 325 Capital GP, LLC /s/ Michael Braner Michael Braner, Managing Member 11/03/2025 325 CAPITAL LLC /s/ Michael Braner Michael Braner, Managing Member 11/03/2025 Braner Michael David /s/ Michael Braner Michael Braner 11/03/2025 FRIEDBERG DANIEL M. /s/ Daniel Friedberg Daniel Friedberg 11/03/2025 Shrivastava Anil K /s/ Anil Shrivastava Anil Shrivastava 11/03/2025