[SCHEDULE 13G/A] Spectral AI, Inc. Amended Passive Investment Disclosure
Hudson Bay reports 4.99% stake in Spectral AI
Spectral AI, Inc. ownership disclosure: Hudson Bay Capital Management and Sander Gerber report beneficial ownership of 1,671,416 shares, representing 4.99% of common stock on a defined basis.
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Spectral AI, Inc. ownership disclosure: Hudson Bay Capital Management and Sander Gerber report beneficial ownership of 1,671,416 shares, representing 4.99% of common stock on a defined basis. The reported figure assumes exercise of warrants held by Hudson Bay Master Fund Ltd., subject to a 4.99% Blocker.
The filing cites 31,823,895 shares outstanding as of March 23, 2006 for the percentage calculation and states that Mr. Gerber disclaims beneficial ownership while the Investment Manager may be deemed beneficial owner of the exercisable shares.
Key Figures
Beneficially owned shares:1,671,416 sharesPercent of class:4.99%Shares outstanding used:31,823,895 shares+2 more
5 metrics
Beneficially owned shares1,671,416 sharesRow 9 cover page; reported for each Reporting Person
Percent of class4.99%Item 4(b): percent calculated with blocker in effect
Shares outstanding used31,823,895 sharesUsed for percentage calculation as of March 23, 2006
CUSIP84757T105Cover page CUSIP for Common Stock
Shared voting/dispositive power1,671,416.00Rows 6 and 8 indicate shared voting and dispositive power
Key Terms
4.99% Blocker, beneficially owned, shares issuable upon exercise
3 terms
4.99% Blockerregulatory
"these warrants are subject to a 4.99% beneficial ownership blocker"
beneficially ownedfinancial
"Amount beneficially owned: The information required by Item 4(a) is set forth"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shares issuable upon exercisefinancial
"Reflects shares of Common Stock issuable upon exercise of warrants"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Hudson Bay report in Spectral AI (MDAI)?
Hudson Bay reports beneficial ownership of 1,671,416 shares, equal to 4.99% of Common Stock. The percentage assumes exercise of warrants held by Hudson Bay Master Fund Ltd. and applies a 4.99% Blocker described in Item 4.
How was the 4.99% ownership percentage calculated for MDAI?
The percentage is calculated using 31,823,895 shares outstanding as of March 23, 2006 and reflects the shares issuable upon exercise of the reported warrants, subject to the 4.99% Blocker on exercises.
Who is reported as the beneficial owner of the exercisable securities?
The Investment Manager, Hudson Bay Capital Management LP, may be deemed the beneficial owner of shares issuable upon exercise of the warrants held by Hudson Bay Master Fund Ltd. Mr. Gerber disclaims beneficial ownership in the filing.
Do the reported holdings include warrants or only common shares?
The filing states the reported numbers "reflect shares of Common Stock issuable upon exercise of warrants." The exercisable securities are subject to a 4.99% beneficial ownership blocker described in Item 4.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Spectral AI, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
84757T105
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
84757T105
1
Names of Reporting Persons
Hudson Bay Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,671,416.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,671,416.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,671,416.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Reflects shares of Common Stock issuable upon exercise of warrants. As more fully described in Item 4, these warrants are subject to a 4.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.
SCHEDULE 13G
CUSIP Number(s):
84757T105
1
Names of Reporting Persons
Sander Gerber
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,671,416.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,671,416.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,671,416.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Reflects shares of Common Stock issuable upon exercise of warrants. As more fully described in Item 4, these warrants are subject to a 4.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Spectral AI, Inc.
(b)
Address of issuer's principal executive offices:
2515 McKinney Avenue, Suite 1000, Dallas, Texas 75201
Item 2.
(a)
Name of person filing:
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
84757T105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 31,823,895 shares of common stock, $0.0001 par value (the "Common Stock") of Spectral AI, Inc. (the "Company") outstanding as of March 23, 2006, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 25, 2026, and assumes the exercise of the warrants held by Hudson Bay Master Fund Ltd. (the "Securities"), subject to the 4.99% Blocker (as defined below).
Pursuant to the terms of the Securities, the Reporting Persons cannot exercise such Securities if the Reporting Persons would beneficially own, after such exercise, more than 4.99% of the outstanding shares of Common Stock (the "4.99% Blocker"). The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the 4.99% Blocker.
The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Common Stock issuable upon exercise of the Securities, subject to the 4.99% Blocker, held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)
Percent of class:
4.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
