SCHEDULE: Ayrton Capital, Alto Fund Disclose 9.99% Stake in C3IS

Ayrton Capital LLC, Alto Opportunity Master Fund, SPC, and Waqas Khatri have jointly disclosed a 9.99% beneficial ownership stake in C3IS INC. common stock.

Summary

• Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri (collectively, the "Reporting Persons") have reported beneficial ownership of 856,228 shares of C3IS INC. common stock.
• This represents 9.99% of the outstanding common stock of C3IS INC.
• The ownership stake comprises 260,617 shares of Common Stock held directly and 595,611 shares of Common Stock issuable upon the exercise of certain warrants.
• The shares issuable from warrants are subject to a 9.99% beneficial ownership blocker, indicating an intent to remain below the 10% threshold.
• The percentage of class is calculated based on 7,968,378 shares outstanding as of December 12, 2025, plus the 595,611 shares issuable from warrants.
• The Reporting Persons acquired and hold these securities in the ordinary course of business, not for the purpose of changing or influencing control of C3IS INC.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as a substantial institutional investment often signals confidence in the company's prospects, even if the stated intent is passive.

Positives

• A significant institutional investor and its affiliates have taken a substantial stake in C3IS INC., potentially signaling confidence in the company's future.
• The beneficial ownership is held in the ordinary course of business, not for control purposes, suggesting a passive investment strategy.

Risks

• The existence of a 9.99% beneficial ownership blocker on warrant-issuable shares suggests a deliberate effort to avoid crossing the 10% threshold, which could trigger additional regulatory scrutiny or reporting requirements.
• While stated as a passive investment, a large stake by an investment fund could still lead to future activist pressure if performance does not meet expectations.

Future Outlook

This Schedule 13G filing does not contain any forward-looking statements or guidance from C3IS INC. or the reporting persons regarding the issuer's future performance or strategic direction.

Management Comments

• Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri certify that, to the best of their knowledge and belief, the securities were acquired and are held in the ordinary course of business and not for the purpose or with the effect of changing or influencing the control of C3IS INC.

Industry Context

StockSavvy.ai notes that a significant stake by an investment manager like Ayrton Capital LLC and its associated fund, Alto Opportunity Master Fund, SPC, can often be interpreted by the market as a vote of confidence in the underlying company, C3IS INC. Such disclosures are common for institutional investors accumulating positions in public companies, particularly when approaching or exceeding the 5% beneficial ownership threshold, which triggers Schedule 13G reporting requirements. The 9.99% stake is just below the 10% threshold that would require more extensive reporting (Schedule 13D) and potentially classify the investor as an insider.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor taking a 9.99% stake could instill greater confidence among existing shareholders and potentially attract new investors, as it signals institutional interest and validation.
• Management: Management may view this as a positive sign of investor confidence, but also potentially as a watchful eye on their performance, even if the investment is declared passive.

Key Dates

Recommendation

The disclosure of a significant institutional stake (9.99%) by Ayrton Capital and Alto Opportunity Master Fund in C3IS INC. is generally a positive signal, indicating institutional confidence. However, as a Schedule 13G, it explicitly states the investment is passive and not intended to influence control. This suggests a long-term, non-activist position. While it provides a vote of confidence, it doesn't present new operational or financial data to warrant an immediate 'buy' or 'sell' action. Investors should 'hold' and monitor future company performance and any further disclosures from these significant shareholders.

Keywords

C3IS INC., Ayrton Capital LLC, Alto Opportunity Master Fund, Waqas Khatri, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investment, SEC Filing