[144] Spectral AI, Inc. Warrants SEC Filing

Rhea-AI Filing Summary

On 21 Jul 2025 SS&C Technologies Holdings (SSNC) filed an Form 8-K disclosing that a wholly owned subsidiary has signed a definitive agreement to acquire Colossus Topco Ltd., parent of Calastone Ltd. for approximately £766 million (US $1.03 billion) in cash, subject to customary adjustments.

The deal will broaden SS&C’s global funds-network and wealth-/asset-management technology capabilities. Closing is targeted for Q4 2025, pending regulatory approvals. SS&C plans to fund the purchase with new, uncommitted borrowings; no equity issuance was mentioned.

An accompanying press release (Exhibit 99.1) is incorporated by reference. No changes to previously issued guidance or additional financial statements were included in this report.

Positive

• Strategic acquisition of Calastone adds a global funds network and strengthens SS&C’s asset-management technology offering.
• All-cash structure avoids equity dilution; transaction expected to close in Q4 2025, potentially boosting revenue soon after.

Negative

• SS&C plans to finance the US $1.03 bn purchase with additional debt, likely increasing leverage and interest expense.
• Deal requires regulatory approvals, introducing closing uncertainty and integration risk.

Insights

M&A Specialist

TL;DR: £766 m all-cash deal adds global fund-routing scale; modestly accretive if synergies realized.

The purchase of Calastone gives SS&C immediate access to a high-volume, transaction-based funds network spanning 3,500+ clients across 50+ markets (per public Calastone data). At ~8-10× reported revenue estimates, the multiple is in line with recent fintech infrastructure deals. Assuming integration is smooth, SS&C can cross-sell its transfer-agency and middle-office software, driving incremental EBITDA and network effects. Debt financing should be easily layered onto SS&C’s balance sheet given its historical 3× leverage tolerance, and the company did not signal equity dilution. Overall, strategically additive and potentially accretive.

Risk Analyst

TL;DR: Leverage and execution risks temper otherwise strategic purchase; impact neutral to mildly positive.

Financing the entire US $1.03 bn price with incremental debt could push net leverage above 4×, near covenant limits. Calastone operates under multiple regulatory regimes; approval delays or mandated divestitures could erode projected synergies. Integration of disparate tech stacks has historically stretched SS&C’s resources, though past acquisitions were ultimately absorbed. Because no financial projections or cost-saving targets were provided, investors must wait for closing updates to gauge accretion. Accordingly, I view the filing as neutral-to-positive pending further detail.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	B. Riley Wealth Management, Inc. 40 SOUTH MAIN, SUITE 1600, MEMPHIS, TN 38103	736131	1847688.81	25747519	07/21/2025	-

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	01/31/2010	Private Purchase	Company			736131	01/31/2010	Wire transfer

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did SSNC announce in its July 21 2025 Form 8-K?

The company disclosed a definitive agreement to acquire Colossus Topco Ltd., parent of Calastone, for about £766 m.

How much is SS&C paying for Calastone?

Approximately £766 million, or roughly US $1.03 billion, subject to adjustments.

When is the Calastone acquisition expected to close?

SS&C targets closing in Q4 2025, pending regulatory approvals.

How will SSNC finance the acquisition?

The company intends to borrow funds on an uncommitted basis to cover the cash consideration and related expenses.

Who is selling Calastone to SS&C?

Global investment firm Carlyle is the seller of Colossus Topco Ltd., Calastone’s parent.

Does the filing change SS&C’s current earnings guidance?

No guidance changes were mentioned in the 8-K.