SCHEDULE: Orca Capital AG Discloses 9.9% Stake in AlphaTON Capital

Orca Capital AG has reported a 9.9% beneficial ownership stake in AlphaTON Capital Corp, holding 1,410,000 ordinary shares.

Summary

• Orca Capital AG, a German entity, has reported beneficial ownership of 1,410,000 Ordinary Shares of AlphaTON Capital Corp.
• This represents 9.9% of AlphaTON Capital Corp's outstanding Ordinary Shares.
• The ownership percentage is calculated based on an aggregate of 14,314,588 Ordinary Shares outstanding immediately after AlphaTON Capital Corp's registered offering.
• The reported ownership excludes 2,340,000 Ordinary Shares issuable upon the exercise of pre-funded warrants held by Orca Capital AG.
• These pre-funded warrants are subject to a 4.99% blocker, meaning Orca Capital AG cannot exercise them if it would result in beneficial ownership exceeding 4.99% of the Issuer's outstanding Ordinary Shares.
• Orca Capital AG holds sole voting and dispositive power over the 1,410,000 shares.
• The securities were not acquired for the purpose of changing or influencing the control of AlphaTON Capital Corp.

Sentiment

Score: 7

Explanation: The disclosure of a significant 9.9% stake by an institutional investor like Orca Capital AG is generally a positive signal, indicating investor confidence. However, the 4.99% blocker on the pre-funded warrants limits Orca's immediate ability to increase its stake further through those instruments, which could be seen as a minor constraint.

Positives

• A significant institutional investor, Orca Capital AG, has taken a substantial 9.9% stake in AlphaTON Capital Corp, potentially signaling confidence in the company's prospects.
• Orca Capital AG holds sole voting and dispositive power over its 1,410,000 shares, indicating direct control over this portion of its investment.

Negatives

• Orca Capital AG's ability to increase its stake through pre-funded warrants is limited by a 4.99% blocker, preventing it from beneficially owning more than 4.99% of outstanding shares via warrant exercise, which limits potential upside from warrant exercise.

Risks

• The 4.99% blocker on pre-funded warrants restricts Orca Capital AG's ability to increase its beneficial ownership beyond this threshold through warrant exercise, potentially limiting its influence or future investment flexibility.

Future Outlook

NA

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11." (Certification by Thomas Konig, Director of Orca Capital AG)

Industry Context

NA

Stakeholder Impact

• Shareholders: The entry of a significant institutional investor could be seen as a positive development, potentially increasing investor confidence and liquidity.
• Management: Management may view this as a validation of their strategy, though they must be mindful of a large shareholder's interests.

Key Dates

Recommendation

The disclosure of a new significant institutional investor holding a 9.9% stake is generally a positive indicator, suggesting confidence in AlphaTON Capital Corp. However, the 4.99% blocker on the pre-funded warrants limits the immediate upside from Orca Capital AG's potential increased ownership via those instruments. Without further financial details or strategic insights from AlphaTON Capital Corp itself, a "hold" recommendation is prudent, acknowledging the positive signal while awaiting more comprehensive information to assess long-term value.

Keywords

AlphaTON Capital Corp, Orca Capital AG, Schedule 13G, beneficial ownership, ordinary shares, pre-funded warrants, institutional investment, SEC filing, G7185A136