Ayrton Capital LLC, Alto Opportunity Master Fund SPC - Segregated Master Portfolio B, and Waqas Khatri filed Amendment No. 1 to Schedule 13G with the SEC on November 12, 2026, disclosing beneficial ownership of ordinary shares of BTC Digital Ltd. (NASDAQ:BTCT) as of September 30, 2026.

Key Highlights

  • Three reporting persons: Ayrton Capital LLC (Delaware), Alto Opportunity Master Fund SPC - Segregated Master Portfolio B (Cayman Islands), and Waqas Khatri (United States) each report the same position.
  • 877,192 shares: Each reporting person lists 877,192 ordinary shares beneficially owned, representing shares issuable on the exercise of certain warrants held by the reporting persons.
  • 6.92% of class: The reported stake equals 6.92% of BTC Digital Ltd.'s ordinary shares for each of the three reporting persons.
  • Ownership blocker: According to the filing, the shares issuable on warrant exercise are subject to a 9.99% beneficial ownership blocker.
  • Share count basis: The percentage is calculated using 11,800,567 shares outstanding as of September 17, 2026, as stated in the issuer's Form 424B3 filed on September 18, 2026, plus the 877,192 warrant shares.
  • Sole voting and dispositive power: All 877,192 shares are held with sole voting and sole dispositive power; shared voting and shared dispositive power are each reported as zero.

Ayrton Capital and Waqas Khatri Disclose Warrant-Based Stake in BTC Digital as of September 30, 2026

According to the filing, the 877,192 ordinary shares reported by each of the three parties represent shares of common stock of BTC Digital Ltd. issuable upon exercise of certain warrants held by the reporting persons. The filing states that the shares are held by Alto Opportunity Master Fund SPC - Segregated Master Portfolio B, a Cayman Islands exempted company described as "a private investment vehicle," for which Ayrton Capital LLC serves as investment manager. Waqas Khatri is identified as the managing member of Ayrton Capital LLC.

The filing discloses that the percentage of class, 6.92%, is based on 11,800,567 shares of common stock outstanding as of September 17, 2026, as sourced from the issuer's Form 424B3 filed September 18, 2026, combined with the 877,192 warrant-issuable shares held by the reporting persons. The filing notes that "the holdings of the Reporting Persons reported herein are as of September 30, 2026," which is stated as the date of the event requiring the filing.

The certifications included in the filing state that the securities "were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer." This is Amendment No. 1 to a previously filed Schedule 13G. The issuer's principal executive offices are listed at 61 Robinson Road, Level 6 and 7, #738, Singapore.

What Was Disclosed

Ayrton Capital LLC, Alto Opportunity Master Fund SPC - Segregated Master Portfolio B, and Waqas Khatri filed Amendment No. 1 to Schedule 13G disclosing beneficial ownership of 877,192 warrant-issuable ordinary shares of BTC Digital Ltd., representing 6.92% of the class as of September 30, 2026.