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SCHEDULE 13D/A 0000921895-24-002169 0001873893 XXXXXXXX LIVE 5 Common Stock, par value $0.0001 per share 11/05/2025 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 4.7 PN 0001972758 N 325 Capital GP, LLC AF N DE 0.00 2166407.00 0.00 2166407.00 2166407.00 N 4.7 OO 0001873893 N 325 CAPITAL LLC AF OO N DE 0.00 12961653.00 0.00 12961653.00 12961653.00 N 27.9 OO 0001908015 N Braner Michael David AF OO N X1 0.00 12961653.00 0.00 12961653.00 12961653.00 N 27.9 IN 0001448795 N FRIEDBERG DANIEL M. AF OO N X1 0.00 12961653.00 0.00 12961653.00 12961653.00 N 27.9 IN 0001908019 N Shrivastava Anil K AF OO N X1 0.00 12961653.00 0.00 12961653.00 12961653.00 N 27.9 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: On November 4, 2025, the Issuer and certain of the Reporting Persons executed an Amendment No. 1 to Securities Purchase Agreement (the "Amendment") to the 2025 Purchase Agreement (as defined in Amendment No. 3 to the Schedule 13D). Pursuant to the Amendment, the 2025 Purchase Agreement was amended to provide that the Issuer is not prohibited under the 2025 Purchase Agreement from offering and selling up to $14.5 million in Shares or Share equivalents (including pre-funded warrants) at a price per Share, or Share equivalent, to equal or exceed $1.35, with such offering to close within five Business Days of the date of the Amendment (the "Offering"), and none of the Investors (as defined in Amendment No. 3 to the Schedule 13D), including the Reporting Persons, as applicable, shall have a right to participate in the Offering pursuant to the 2025 Purchase Agreement. The foregoing description of the Amendment does not purport to be complete and is subject to and is qualified in its entirety by reference to the full text of a form of the Amendment, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein. The Offering closed on November 5, 2025, and in connection with the closing of the Offering, the Issuer issued 4,595,000 Shares and pre-funded warrants to purchase 6,100,000 Shares to the purchaser. Item 5(a) is hereby amended and restated to read as follows: As of the close of business on November 7, 2025, the Reporting Persons beneficially owned an aggregate of 12,961,653 Shares, which represents approximately 27.9% of the outstanding Shares, based upon a denominator that is the sum of (i) 41,842,823 Shares outstanding as of November 3, 2025, and (ii) 4,595,000 Shares issued in connection with the Offering, each as set forth in the Issuer's Prospectus Supplement filed with the SEC on November 5, 2025. The number of Shares reported beneficially owned herein by the Reporting Persons excludes (a) 6,970,892 Shares underlying the Warrants currently held by the Reporting Persons and (b) the remaining 13,629,466 Shares and 27,258,936 Shares underlying the Warrants issuable to the Reporting Persons upon the Issuer obtaining the Stockholder Approval (as defined in Amendment No. 3 to the Schedule 13D). 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 November 7, 2025. Item 5(c) is hereby amended and restated to read as follows: The Reporting Persons have not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D. Item 6 is hereby amended to add the following: The definition and description of the Amendment as set forth in Item 4 above is incorporated herein by reference. Item 7 is hereby amended to add the following exhibit: 99.1 - Form of Amendment No. 1 to Securities Purchase Agreement, dated November 4, 2025 (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the SEC on November 5, 2025) 325 Capital Master Fund LP /s/ Michael Braner Michael Braner, Managing Member 11/07/2025 325 Capital GP, LLC /s/ Michael Braner Michael Braner, Managing Member 11/07/2025 325 CAPITAL LLC /s/ Michael Braner Michael Braner, Managing Member 11/07/2025 Braner Michael David /s/ Michael Braner Michael Braner 11/07/2025 FRIEDBERG DANIEL M. /s/ Daniel Friedberg Daniel Friedberg 11/07/2025 Shrivastava Anil K /s/ Anil Shrivastava Anil Shrivastava 11/07/2025