Form SC 13G - Statement of acquisition of beneficial ownership by individuals
08 Februar 2024 - 10:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Spectral AI,
Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
84757T105
(CUSIP Number)
December 31, 2023
(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)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
CUSIP No. 84757T105
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1. |
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only). Octopus Investments
Limited |
2. |
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization United
Kingdom |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
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5. |
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Sole Voting Power
960,211 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
960,211 |
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8. |
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Shared Dispositive Power
0 |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
960,211 |
10. |
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares ☐ |
11. |
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Percent of Class Represented by
Amount in Row (9)
5.91%(1) |
12. |
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Type of Reporting Person (See
Instructions) HC, CO |
(1) |
The ownership percentage of the Reporting Person is calculated based on a total of 16,254,935 shares of common
stock, $0.0001 par value (Common Stock), as of November 9, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2021. |
Item 1.
(b) |
Address of Issuers Principal Executive Offices: |
Item 2.
(a) |
Name of Person Filing: |
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Octopus Investments Limited |
(b) |
Address of Principal Business Office or, if none, Residence: |
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6th Floor, 33 Holborn, London, EC1N 2HT |
(d) |
Title of Class of Securities: |
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Common Stock, $0.0001 par value per share. |
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
(a) |
Amount beneficially owned: |
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The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is
incorporated herein by reference. |
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The information required by Item 4(b) is set forth in Row 11 of the cover page for the Reporting Person and is
incorporated herein by reference. |
(c) |
Number of shares as to which the person has: |
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The information required by Item 4(c) is set forth in Rows 5-8 of the
cover page for the Reporting Person and is incorporated herein by reference. |
Octopus Investments Limited has voting and investment power with respect to the 960,211 shares of Common
Stock.
Item 5. |
Ownership of Five Percent or Less of a Class |
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person |
Item 8. |
Identification and Classification of Members of the Group |
Item 9. |
Notice of Dissolution of Group |
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.
Date: February 8, 2024
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Octopus Investments Limited |
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By: |
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/s/ John Averill |
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Name: John Averill |
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Title: CRO |
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