Orca Capital reports 9.9% AlphaTON stake (NASDAQ: ATON) filing

Rhea-AI Filing Summary

Orca Capital AG has disclosed a significant passive stake in AlphaTON Capital Corp. The German firm reports beneficial ownership of 1,410,000 Ordinary Shares, representing 9.9% of AlphaTON’s outstanding Ordinary Shares. This percentage is calculated based on 14,314,588 Ordinary Shares outstanding immediately after AlphaTON’s registered offering described in a prospectus filed on January 15, 2026, and excludes 2,340,000 Ordinary Shares issuable upon exercise of pre-funded warrants.

The pre-funded warrants are subject to a 4.99% beneficial ownership blocker, meaning Orca Capital cannot exercise them if doing so would push its beneficial ownership above 4.99% of AlphaTON’s outstanding Ordinary Shares. Orca Capital reports sole voting and dispositive power over the 1,410,000 shares and certifies that the securities are not held for the purpose of changing or influencing control of AlphaTON.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AlphaTON Capital Corp

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G7185A136

(CUSIP Number)

01/13/2026

(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)

SCHEDULE 13G

CUSIP No. G7185A136

1

Names of Reporting Persons

Orca Capital AG

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,410,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,410,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,410,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 14,314,588 Ordinary Shares outstanding immediately after giving effect to the completion of the Issuer's registered offering as provided in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on January 15, 2026 and excludes 2,340,000 Ordinary Shares issuable upon the exercise of pre-funded warrants, subject to the 4.99% blocker (defined below). Pursuant to the terms of the pre-funded warrants, the Reporting Person cannot exercise any of the pre-funded warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 4.99% of the Issuer's outstanding Ordinary Shares (the "4.99% Blocker").

SCHEDULE 13G

Item 1.
(a)	Name of issuer: AlphaTON Capital Corp
(b)	Address of issuer's principal executive offices: Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110
Item 2.
(a)	Name of person filing: Orca Capital AG
(b)	Address or principal business office or, if none, residence: Sperlring 2 85276 Hettenshausen Deutschland
(c)	Citizenship: Germany
(d)	Title of class of securities: Ordinary Shares, no par value
(e)	CUSIP No.: G7185A136
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,410,000
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,410,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,410,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 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.

Certifications:

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.

SIGNATURE

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.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	01/16/2026

FAQ

What stake does Orca Capital AG report in AlphaTON (ATON)?

Orca Capital AG reports beneficial ownership of 1,410,000 Ordinary Shares of AlphaTON Capital Corp, representing 9.9% of the outstanding class.

How is Orca Capital AG’s 9.9% ownership in AlphaTON calculated?

The 9.9% figure is based on 14,314,588 Ordinary Shares outstanding immediately after AlphaTON’s registered offering described in its Rule 424(b)(5) prospectus filed on January 15, 2026.

What voting and dispositive powers does Orca Capital AG have over AlphaTON shares?

Orca Capital AG reports sole voting power and sole dispositive power over 1,410,000 Ordinary Shares, with no shared voting or dispositive power.

What is the 4.99% blocker mentioned in Orca Capital AG’s AlphaTON filing?

Under the terms of AlphaTON’s pre-funded warrants, Orca Capital AG cannot exercise any warrants to the extent it would then beneficially own more than 4.99% of AlphaTON’s outstanding Ordinary Shares, referred to as the “4.99% Blocker”.

Does Orca Capital AG intend to influence control of AlphaTON Capital Corp?

The filing certifies that the securities were not acquired and are not held for the purpose of changing or influencing the control of AlphaTON, and are not held in connection with any transaction having that purpose or effect.

Who signed the Schedule 13G for Orca Capital AG regarding AlphaTON?

The Schedule 13G is signed by Thomas Konig, identified as a Director of Orca Capital AG, dated January 16, 2026.