325 Capital's Significant Equity Acquisition in MultiSensor AI Holdings

On October 24, 2025, 325 Capital Master Fund LP and 325 Capital LLC, along with their affiliates, acquired a substantial equity stake in MultiSensor AI Holdings, Inc. (MSAI) through a private placement. The acquisition included 17,114,912 shares of common stock at $0.409 per share and warrants to purchase 34,229,824 shares. The warrants are exercisable only after stockholder approval and expire five years from issuance. The transaction is exempt from Section 16 of the Exchange Act under Rule 16b-3. Daniel M. Friedberg, a director of MSAI and managing member of 325 Capital, is involved in the transaction. The filing highlights the complex ownership structure and the potential for significant influence over MSAI by 325 Capital and its affiliates.