BTC Digital Ltd. (BTCT) investors report 9.99% stake and warrant-backed position

Rhea-AI Filing Summary

BTC Digital Ltd. reports that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri collectively report beneficial ownership of 1,008,485 ordinary shares of BTC Digital as of June 30, 2026. This position equals 9.99% of the class, based on 9,516,975 shares of common stock outstanding as of December 31, 2025 plus 569,889 shares issuable upon exercise of warrants held by the reporting persons. The holding consists of 438,596 common shares and 569,889 warrant shares, with all shares subject to a 9.99% beneficial ownership blocker. Each reporting person has sole voting and dispositive power over the 1,008,485 shares and no shared voting or dispositive power.

Key Figures

Beneficially owned shares: 1,008,485 shares Ownership percentage: 9.99% Common shares held: 438,596 shares +3 more

6 metrics

Beneficially owned shares 1,008,485 shares Total BTC Digital shares beneficially owned by each reporting person as of June 30, 2026

Ownership percentage 9.99% Percent of BTC Digital common stock class beneficially owned by each reporting person

Common shares held 438,596 shares BTC Digital common stock currently held by the reporting persons

Warrant shares issuable 569,889 shares BTC Digital shares issuable on exercise of warrants held by the reporting persons

Shares outstanding baseline 9,516,975 shares BTC Digital common stock outstanding as of December 31, 2025, used to calculate ownership

Beneficial ownership blocker 9.99% Cap on beneficial ownership applicable to warrant exercises by the reporting persons

Key Terms

beneficial ownership blocker, sole voting power, sole dispositive power, beneficially owned, +1 more

5 terms

beneficial ownership blocker financial

"The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker."

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

sole voting power financial

"Sole Voting Power 1,008,485.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Sole Dispositive Power 1,008,485.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

beneficially owned financial

"Amount beneficially owned: Ayrton Capital LLC: 1,008,485;"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13G regulatory

"Percent of class: The percentages below are based on ... as of June 30, 2026."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What stake in BTCT does Ayrton Capital LLC report on this Schedule 13G?

Ayrton Capital LLC reports beneficial ownership of 1,008,485 BTC Digital shares, representing 9.99% of the outstanding common stock, including both currently held shares and shares issuable upon exercise of warrants.

How many BTCT common shares and warrant shares are included in the 1,008,485 reported shares?

The 1,008,485 BTC Digital shares comprise 438,596 common shares and 569,889 shares issuable upon exercise of certain warrants, all attributed to the reporting persons’ beneficial ownership.

What percentage of BTC Digital (BTCT) does Alto Opportunity Master Fund report owning?

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B reports beneficial ownership of 9.99% of BTC Digital’s common stock, corresponding to 1,008,485 beneficially owned shares including warrant shares.

What is the beneficial ownership blocker mentioned for BTCT warrants?

The warrants held by the reporting persons are subject to a 9.99% beneficial ownership blocker, which limits exercises so that their total beneficial ownership of BTC Digital common stock does not exceed 9.99%.

As of what dates are BTCT share counts and ownership percentages determined?

Ownership percentages use 9,516,975 BTC Digital shares outstanding as of December 31, 2025, while the reporting persons’ holdings of 1,008,485 shares are stated as of June 30, 2026.

Who has voting and dispositive power over the BTCT shares reported on this Schedule 13G?

Each reporting person—Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri—has sole voting power and sole dispositive power over 1,008,485 shares, with no shared voting or dispositive power.

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Available on EDGAR 08/13/2026 - 12:17 PM Accepted by SEC EDGAR 08/13/2026 - 12:17 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

BTC Digital Ltd.

(Name of Issuer)

Ordinary Shares, $0.06 par value per share

(Title of Class of Securities)

G6055H155

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G6055H155

1

Names of Reporting Persons

Ayrton Capital LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,008,485.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,008,485.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,008,485.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): G6055H155

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,008,485.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,008,485.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,008,485.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): G6055H155

1

Names of Reporting Persons

Waqas Khatri

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,008,485.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,008,485.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,008,485.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BTC Digital Ltd.
(b)	Address of issuer's principal executive offices: 61 Robinson Road Level 6 & 7, #738, Singapore, U0, 068893
Item 2.
(a)	Name of person filing: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)	Title of class of securities: Ordinary Shares, $0.06 par value per share
(e)	CUSIP Number(s): G6055H155
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: Ayrton Capital LLC: 1,008,485; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 1,008,485; and (iii) Waqas Khatri: 1,008,485. Represents (i) 438,596 shares of Common Stock held by the Reporting Persons; and (ii) 569,889 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of BTC Digital Ltd. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 9,516,975 shares of Common Stock of the Issuer that were outstanding as of December 31, 2025; and (ii) 569,889 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's 20-F filed on May 11, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2026. (i) Ayrton Capital LLC: 9.99%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 9.99%; and (iii) Waqas Khatri: 9.99%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 1,008,485; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 1,008,485; and (iii) Waqas Khatri: 1,008,485
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 1,008,485; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 1,008,485; Waqas Khatri: 1,008,485
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 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 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 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.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	08/13/2026

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	08/13/2026

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	08/13/2026