[SCHEDULE 13D/A] MultiSensor AI Holdings, Inc. Warrant SEC Filing

Rhea-AI Filing Summary

Upexi, Inc. (UPXI) filed a Form D on 29-Jul-2025 disclosing a completed exempt equity offering under Reg D Rule 506(b).

• Total offering amount: $200 million USD
• Total sold: $200 million USD; remaining: $0 – indicates the raise is fully subscribed.
• Date of first sale: 11-Jul-2025; offering duration: less than one year.
• Investors: 1 investor, all accredited; no non-accredited investors participated.
• Security type: Equity; no debt or warrants disclosed.
• Sales compensation: $2.5 million in commissions plus ~$150 k expenses; no finder’s fees.
• Use of proceeds to insiders: $0.
• Minimum investment: none specified.

Executive officers Allan Marshall (CEO) and Andrew Norstrud (CFO, signatory) are named, along with four directors. The company declined to disclose revenue range and claims no Investment Company Act registration. The filing signals a substantial private capital raise without public dilution details, providing the firm with significant liquidity while adding unknown equity ownership concentration.

Positive

• $200 million in equity capital raised and fully subscribed, materially strengthening liquidity.
• No insider payments from proceeds, reducing immediate governance concerns.

Negative

• $2.65 million in commissions and expenses dilute net proceeds.
• Equity issuance to a single investor may create ownership concentration and dilution risk for current shareholders.
• Use of proceeds not specified, limiting visibility into strategic benefit.

Insights

Financial Analyst

TL;DR: Upexi privately raised $200 M equity under Rule 506(b); cash boost positive, dilution and investor opacity temper upside.

Materiality: For a micro-cap consumer-brand aggregator, a $200 M equity infusion is sizeable and can fund acquisitions or debt retirement. Because the entire amount is already sold to a single accredited investor, management gains immediate liquidity but also introduces potential ownership concentration risk. Costs equal 1.25 % of gross proceeds (commission + expenses), reasonable for a private placement. No proceeds earmarked for insiders reduces conflict-of-interest concerns. Absence of disclosed use-of-funds or valuation, however, prevents assessing accretion or dilution impact. Overall, the event is directionally positive for balance-sheet strength yet neutral for existing shareholders until terms are known.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

MultiSensor AI Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

456948108

(CUSIP Number)

Gary Eugene Strahan
603 Wade Street,
Beaumont, TX, 77056
(615) 252-3585

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/21/2025

(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

Strahan Gary Eugene

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)

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:

7	Sole Voting Power 3,315,093.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,315,093.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,315,093.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: MultiSensor AI Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2105 West Cardinal Drive, Beaumont, TEXAS , 77705.
Item 1 Comment: This Amendment No. 1 amends and supplements the Schedule 13D (the "Schedule 13D") filed by Mr. Gary Eugene Strahan (the "Reporting Person"), relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of MultiSensor AI Holdings, Inc., a Delaware corporation ("the Issuer"), whose principal executive office is located at 2105 West Cardinal Drive, Beaumont, TX 77705.
Item 2.	Identity and Background
(a)	This Amendment No. 1 to Schedule 13D is being filed by Gary Eugene Strahan (the "Reporting Person"), a citizen of the United States. The business address of the Reporting Person is 603 Wade Street, Beaumont, TX 77056. The Reporting Person's present principal occupation is as a consultant of the Issuer. During the last five years, the Reporting Person has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5.	Interest in Securities of the Issuer
(a)	(a) - (b) Amount beneficially owned: 3,315,093 Percent of Class: 9.9% Number of shares the Reporting Person has: o Sole power to vote or direct the vote: 3,315,093 o Shared power to vote: 0 o Sole power to dispose or direct the disposition of: 3,315,093 o Shared power to dispose or direct the disposition of: 0 The share amounts reported herein consist of 3,315,093 shares of Common Stock held of record by the Reporting Person. The above percentage is based on 33,436,250 shares of Common Stock outstanding as of May 8, 2025, as reported on the cover of the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025.
(c)	During the past 60 days, the Reporting Person has effected the following transactions with respect to the Common Stock: Date Shares Type Price Ownership 6/3/2025 1,868 Sale $0.82 Direct 6/3/2025 1,132 Sale $0.80 Direct 6/4/2025 3,500 Sale $0.80 Direct 6/9/2025 20,000 Sale $0.7178(1) Direct 6/10/2025 7,000 Sale $0.7203(2) Direct 6/12/2025 8,350 Sale $0.7418 Direct 6/20/2025 21,470 Sale $0.6629(3) Direct 6/23/2025 76,711 Sale $0.5514(4) Direct 7/7/2025 26,969 Sale $0.6666(5) Direct 7/17/2025 363 Sale $0.8065 Direct 7/18/2025 34,959 Sale $0.7488(6) Direct 7/21/2025 89,265 Sale $0.7512 Direct 7/21/2025 2,409,258 Gift $0.00 Direct (1) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0.7051 to $0.7353. (2) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0.7189 to $0.7209. (3) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0.65 to $0.6950. (4) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0.5326 to $0.6014. (5) The price reported is a weighted average price for shares sold in multiple transactions at prices ranging from $0. 6566 to $0.70. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes above.
(d)	None.
(e)	Not applicable.

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.

Strahan Gary Eugene

Signature:	/s/ Gary Eugene Strahan
Name/Title:	Gary Eugene Strahan
Date:	07/29/2025

FAQ

How much capital did Upexi (UPXI) raise in its 2025 Form D filing?

The filing shows a total offering and total sold amount of $200 million in equity securities.

What exemption is Upexi using for this private offering?

The company claimed the Regulation D Rule 506(b) safe harbor.

How many investors participated in the UPXI private placement?

The notice lists one accredited investor and zero non-accredited investors.

Were any proceeds paid to Upexi executives or directors?

No. Item 16 reports $0 allocated to officers, directors, or promoters.

What selling costs were incurred in the transaction?

Upexi disclosed $2.5 million in sales commissions and approximately $150,000 in additional expenses.

Does the offering include debt or warrants?

No. Equity is the only security type indicated.