MSAI Schedule 13G/A: 4.89M Shares (5.73%)

MultiSensor AI Holdings, Inc. reported amended Schedule 13G/A ownership filings by Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri.

Rhea-AI Filing Summary

MultiSensor AI Holdings, Inc. reported amended Schedule 13G/A ownership filings by Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri. Each Reporting Person beneficially owns 4,890,450 shares, representing 5.73% of common stock on a combined basis as of March 31, 2026. The holdings include 474 shares of issued common stock and 4,889,976 shares issuable upon exercise of warrants, which are subject to a 9.99% beneficial ownership blocker. The filing cites 80,491,889 shares outstanding as of March 9, 2026 as the basis for the percentage calculation.

Key Figures

Beneficially owned shares: 4,890,450 shares Shares issuable on warrants: 4,889,976 shares Shares outstanding used for percent: 80,491,889 shares +3 more

6 metrics

Beneficially owned shares 4,890,450 shares Each Reporting Person, as of March 31, 2026

Shares issuable on warrants 4,889,976 shares Shares issuable upon exercise of certain Warrants held by the Reporting Persons

Shares outstanding used for percent 80,491,889 shares Outstanding common stock as of March 9, 2026 (per issuer 10-K)

Reported ownership percent 5.73% Percent of class for each Reporting Person as reported

Beneficial ownership blocker 9.99% Blocker applied to issuable warrant shares

Issued common shares held 474 shares Issued common stock held by the Reporting Persons

Key Terms

Warrants, Beneficial ownership blocker, Schedule 13G/A

3 terms

Warrants financial

"4,889,976 shares of Common Stock issuable on the exercise of certain warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Beneficial ownership blocker regulatory

"issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker"

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

Schedule 13G/A regulatory

"Amendment No. 1 ) MultiSensor AI Holdings, Inc. Common Stock"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

FAQ

What stake does Ayrton Capital report in MultiSensor AI (MSAI)?

Ayrton Capital reports beneficial ownership of 4,890,450 shares. This equals 5.73% of common stock using 80,491,889 shares outstanding as of March 9, 2026, and includes shares issuable upon exercise of warrants subject to limits.

How many shares are issuable on warrants held by the reporting persons?

The filing states 4,889,976 shares are issuable upon exercise of certain warrants held by the Reporting Persons. Those issuable shares are explicitly described as subject to a 9.99% beneficial ownership blocker in the filing.

What date is used to calculate the percentage ownership in the filing?

The percentage is calculated using 80,491,889 shares outstanding as of March 9, 2026, per the issuer's referenced 10-K. The Reporting Persons' holdings are reported as of March 31, 2026.

Who are the Reporting Persons named in the Schedule 13G/A for MSAI?

The filing lists three Reporting Persons: Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri. Addresses and citizenships for each are provided in the filing.

How much common stock is held outright versus issuable by the reporters?

Reporters hold 474 shares of issued common stock and 4,889,976 shares issuable upon warrant exercise, totaling 4,890,450 shares attributed to each Reporting Person for beneficial ownership purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 05:55 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

MultiSensor AI Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

456948108

(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): 456948108

1

Names of Reporting Persons

Ayrton Capital LLC

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 4,890,450.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,890,450.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,890,450.00

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)

5.73 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 456948108

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,890,450.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,890,450.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,890,450.00

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)

5.73 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 456948108

1

Names of Reporting Persons

Waqas Khatri

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 4,890,450.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,890,450.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,890,450.00

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)

5.73 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MultiSensor AI Holdings, Inc.
(b)	Address of issuer's principal executive offices: 2105 West Cardinal Drive, Beaumont, TX, 77705
Item 2.
(a)	Name of person filing: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 456948108
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: Ayrton Capital LLC: 4,890,450; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 4,890,450; and (iii) Waqas Khatri: 4,890,450 Represents (i) 474 shares of Common Stock held by the Reporting Persons; and (ii) 4,889,976 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of MultiSensor AI Holdings, Inc. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 80,491,889 shares of Common Stock of the Issuer that were outstanding as of March 9, 2026; and (ii) 4,889,976 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's 10-K filed on March 19, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of March 31, 2026. (i) Ayrton Capital LLC: 5.73%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 5.73%; and (iii) Waqas Khatri: 5.73%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 4,890,450; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 4,890,450; and (iii) Waqas Khatri: 4,890,450
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 4,890,450; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 4,890,450; Waqas Khatri: 4,890,450
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	05/11/2026

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	05/11/2026

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	05/11/2026