SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on December 23, 2025
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
MultiSensor AI Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
456948108 (CUSIP Number) |
Michael Braner 325 Capital LLC, 757 Third Avenue, 20th Floor New York, NY, 10017 646-774-2904 Kenneth A. Schlesinger, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
325 Capital Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,565,933.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
325 Capital GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,565,933.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
325 CAPITAL LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
52,482,019.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.4999 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
Braner Michael David | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
52,482,019.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.4999 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
FRIEDBERG DANIEL M. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
52,482,019.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.4999 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 456948108 |
| 1 |
Name of reporting person
Shrivastava Anil K | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
52,482,019.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.4999 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
MultiSensor AI Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2105 WEST CARDINAL DRIVE, BEAUMONT,
TEXAS
, 77705. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Reporting Persons acquired 9,375,000 of the Shares reported owned herein pursuant to the Purchase Agreement (as defined in the Schedule 13D) in connection with the Private Placement (as defined in the Schedule 13D) and upon the exercise of the Pre-Funded Warrants acquired pursuant to the Purchase Agreement in connection with the Private Placement. The Reporting Persons acquired 3,485,446 of the Shares and Warrants (as defined in Amendment No. 3 to the Schedule 13D) to purchase 6,970,892 Shares reported owned herein in the Initial Closing (as defined in Amendment No. 3 to the Schedule 13D) pursuant to the 2025 Purchase Agreement (as defined in Amendment No. 3 to the Schedule 13D) in connection with the 2025 Private Placement (as defined in Amendment No. 3 to the Schedule 13D). The Reporting Persons acquired 13,629,466 of the Shares and Warrants to purchase 27,258,932 Shares reported owned herein in a second closing (the "Second Closing") pursuant to the 2025 Purchase Agreement in connection with the 2025 Private Placement following the Issuer obtaining the Stockholder Approval (as defined in Amendment No. 3 to the Schedule 13D), which was obtained on December 19, 2025. As of the date hereof, the Reporting Persons are deemed to beneficially own the Shares as detailed in Item 5.
The aggregate purchase price of the 438,247 Shares acquired by 325 Master Fund pursuant to the Purchase Agreement is approximately $701,195 and the aggregate purchase price of the 1,043,621 Shares acquired by 325 Master Fund upon the exercise of the Pre-Funded Warrants previously held by it is approximately $1,669,794 (inclusive of the price of the Pre-Funded Warrants and exclusive of brokerage commissions and other costs of execution). The aggregate purchase price of the 684,539 Shares and Warrants to purchase 1,369,078 Shares acquired by 325 Master Fund in the Initial Closing pursuant to the 2025 Purchase Agreement is approximately $279,976. The aggregate purchase price of the 2,676,816 Shares and Warrants to purchase 5,353,632 Shares acquired by 325 Master Fund in the Second Closing pursuant to the 2025 Purchase Agreement is approximately $1,094,818.
The aggregate purchase price of the 2,334,314 Shares acquired by the SMAs pursuant to the Purchase Agreement is approximately $3,734,902 and the aggregate purchase price of the 5,558,818 Shares acquired by the SMAs upon the exercise of the Pre-Funded Warrants previously held by them is approximately $8,894,109 (inclusive of the price of the Pre-Funded Warrants and exclusive of brokerage commissions and other costs of execution). The aggregate purchase price of the 2,800,907 Shares and Warrants to purchase 5,601,814 Shares to be acquired by the SMAs in the Initial Closing pursuant to the 2025 Purchase Agreement is approximately $1,145,571. The aggregate purchase price of the 10,952,650 Shares and Warrants to purchase 21,905,300 Shares acquired by the SMAs in the Second Closing pursuant to the 2025 Purchase Agreement is approximately $4,479,634.
The source of funding for the transactions pursuant to which the Reporting Persons obtained ownership of the Shares referenced above 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).
101,207 of the Shares reported owned herein were granted to Mr. Friedberg in connection with his service as a director of the Issuer. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
On December 19, 2025, the Issuer obtained the Stockholder Approval and, thereafter, issued 13,629,466 Shares and Warrants to purchase 27,258,932 Shares to the Reporting Persons and the SMAs in connection with the Second Closing, which occurred on December 23, 2025, Pursuant to the 2025 Purchase Agreement. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
As of the close of business on December 23, 2025, the Reporting Persons beneficially owned an aggregate of 52,482,019 Shares, including 25,890,900 Shares underlying Warrants, which represents approximately 49.4999% of the outstanding Shares, based upon a denominator that is the sum of (i) 52,874,445 Shares outstanding as of December 4, 2025 as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on December 12, 2025, and (ii) 27,258,936 Shares issued in connection with the Second Closing, as confirmed to the Reporting Persons by the Issuer, and (iii) 25,890,900 Shares underlying certain of the Warrants held by the Reporting Persons and the SMAs that are currently exercisable. The number of Shares reported beneficially owned herein by the Reporting Persons excludes 8,338,924 Shares underlying certain Warrants held by the Reporting Persons and the SMAs due to the Maximum Ownership Limitation (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 December 23, 2025. |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 52,482,019
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 52,482,019
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 Shares and Shares underlying the Warrants held in the SMAs, and the 101,207 Shares granted to Mr. Friedberg in connection with his service as a director of the Issuer. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
Other than as set forth in Items 3 and 4 above, the Reporting Persons and SMAs have not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 5 to the Schedule 13D. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|