Spectral AI (MDAI) SC 13G Spectral AI / Octopus Investments ownership change

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 person’s 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

1.	Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).  Octopus Investments Limited
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 Kingdom

Number of Shares Beneficially  Owned by Each Reporting Person With:	5.	Sole Voting Power  960,211
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  960,211
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  960,211
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented by Amount in Row (9)  5.91%(1)
12.	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 Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2021.

Item 1.

(a) Name of Issuer:

  Spectral AI, Inc.

(b) Address of Issuer’s Principal Executive Offices:

  2515 McKinney Avenue

  Suite 1000

  Dallas, TX 75201

Item 2.

(a) Name of Person Filing:

  Octopus Investments Limited

(b) Address of Principal Business Office or, if none, Residence:

  6th Floor, 33 Holborn, London, EC1N 2HT

(c) Citizenship:

  United Kingdom

(d) Title of Class of Securities:

  Common Stock, $0.0001 par value per share.

(e) CUSIP Number:

  84757T105

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:

  Not applicable

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 the Reporting Person and is incorporated herein by reference.

(b) Percent of class:

  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:

  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

  Not Applicable

Item 6. Ownership of More than Five 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

  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.

Date: February 8, 2024

Octopus Investments Limited
By:	/s/ John Averill
	Name: John Averill
	Title: CRO