SC 13G





Washington, D.C. 20549




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)


(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



 Names of Reporting Persons.

 I.R.S. Identification Nos. of above persons (entities only).


 Octopus Investments Limited


 Check the Appropriate Box if a Member of a Group (See Instructions)


 (a) ☐  (b) ☐


 SEC Use Only



 Citizenship or Place of Organization


 United Kingdom

Number of



Owned by






 Sole Voting Power




 Shared Voting Power




 Sole Dispositive Power




 Shared Dispositive Power




 Aggregate Amount Beneficially Owned by Each Reporting Person




 Check if the Aggregate Amount in Row (9) Excludes Certain Shares




 Percent of Class Represented by Amount in Row (9)




 Type of Reporting Person (See Instructions)





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.



Name of Issuer:


Spectral AI, Inc.



Address of Issuer’s Principal Executive Offices:


2515 McKinney Avenue

Suite 1000

Dallas, TX 75201

Item 2.



Name of Person Filing:


Octopus Investments Limited



Address of Principal Business Office or, if none, Residence:


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





United Kingdom



Title of Class of Securities:


Common Stock, $0.0001 par value per share.



CUSIP Number:




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.




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.



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.



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.



Not applicable


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