SCHEDULE: Ayrton Capital, Alto Fund Acquire 9.99% Stake in BTC Digital

Ayrton Capital LLC, Alto Opportunity Master Fund, SPC, and Waqas Khatri collectively acquired a 9.99% stake in BTC Digital Ltd., comprising shares and warrants.

Summary

• Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri have collectively reported beneficial ownership of 1,008,485 shares of BTC Digital Ltd. Ordinary Shares.
• This holding represents 9.99% of the class of securities.
• The reported shares include 438,596 directly held shares and 569,889 shares issuable upon the exercise of warrants.
• The exercise of warrants is subject to a 9.99% beneficial ownership blocker.
• The filing is made as of June 30, 2026, based on outstanding shares as of December 31, 2025, as per the Issuer's 20-F filed on May 11, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, indicating a significant but not controlling stake acquisition by investment entities, which is a common market activity.

Positives

• Significant investment by established entities (Ayrton Capital, Alto Opportunity Master Fund) indicates confidence in BTC Digital Ltd.'s potential.
• The acquisition of warrants suggests a forward-looking strategy to increase stake if beneficial.

Negatives

• The 9.99% beneficial ownership blocker on warrant exercise limits immediate control or influence beyond this threshold.
• The filing does not provide details on the specific terms or cost of the warrants.

Risks

• Potential for increased market volatility in BTC Digital Ltd. shares due to significant stake acquisition.
• The 9.99% ownership limit may indicate a strategy to avoid triggering higher disclosure thresholds or control-related regulations.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from BTC Digital Ltd. The reporting persons' acquisition of warrants suggests a potential future increase in their stake, contingent on warrant exercise.

Industry Context

StockSavvy.ai notes that significant stake acquisitions, particularly involving warrants, are common in the digital asset and technology sectors as investors position themselves for growth. The 9.99% threshold is often used to remain below certain regulatory reporting or control-related triggers.

Stakeholder Impact

• Shareholders: Potential for increased trading volume and price volatility due to the significant stake acquisition.
• Management of BTC Digital Ltd.: May need to engage with the new significant beneficial owners.

Next Steps

• The reporting persons may exercise their warrants, subject to the 9.99% ownership blocker.
• Further filings may be required if ownership levels change significantly.

Key Dates

Recommendation

The acquisition of a significant stake (9.99%) by investment entities, including warrants, suggests a positive view on the company's future prospects. However, the ownership blocker and lack of direct operational involvement warrant a 'hold' position until further strategic clarity or performance improvements are evident.

Keywords

BTC Digital Ltd., Ayrton Capital LLC, Alto Opportunity Master Fund, Waqas Khatri, Schedule 13G, Beneficial Ownership, Ordinary Shares, Warrants