[SCHEDULE 13G/A] DEFSEC Technologies Inc. Amended Passive Investment Disclosure
DEFSEC stake of 2.95% reported via warrants
DEFSEC Technologies Inc. is reported to have 102,907 common shares beneficially owned through Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, managed by Ayrton Capital LLC, with management by Waqas Khatri.
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DEFSEC Technologies Inc. is reported to have 102,907 common shares beneficially owned through Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, managed by Ayrton Capital LLC, with management by Waqas Khatri. These shares are issuable upon exercise of warrants subject to a 9.99% beneficial ownership blocker.
The 102,907 warrant shares correspond to 2.95% of DEFSEC Technologies’ common stock, based on 3,390,113 shares outstanding as of July 20, 2026 plus the warrant shares. Each of Ayrton Capital LLC, Alto Opportunity Master Fund and Waqas Khatri reports sole voting and dispositive power over 102,907 shares and ownership of 5 percent or less of the class as of June 30, 2026.
Key Figures
Warrant shares beneficially owned:102,907 sharesOwnership percentage:2.95%Shares outstanding:3,390,113 shares+3 more
6 metrics
Warrant shares beneficially owned102,907 sharesCommon Stock issuable upon exercise of warrants held by the reporting persons
Ownership percentage2.95%Percent of DEFSEC Technologies common stock attributed to each reporting person
Shares outstanding3,390,113 sharesCommon Stock outstanding as of July 20, 2026, used for ownership calculation
Beneficial ownership blocker9.99%Cap on beneficial ownership through exercise of the warrants
Sole voting power102,907 sharesSole voting power reported by each of Ayrton Capital LLC, the Fund and Waqas Khatri
Sole dispositive power102,907 sharesSole power to dispose reported for each reporting person
Key Terms
beneficial ownership blocker, Sole Voting Power, Sole Dispositive Power, Segregated Master Portfolio
4 terms
beneficial ownership blockerregulatory
"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 Powerfinancial
"5 | Sole Voting Power 102,907.00 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 Powerfinancial
"7 | Sole Dispositive Power 102,907.00 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.
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in DEFSEC Technologies Inc. (DFSC) do the reporting persons hold?
The reporting persons collectively report 102,907 common shares of DEFSEC Technologies Inc., representing 2.95% of the common stock, based on 3,390,113 shares outstanding plus the warrant shares as described in the filing.
How is the 2.95% ownership in DEFSEC (DFSC) calculated?
The 2.95% ownership is based on 3,390,113 shares of common stock outstanding as of July 20, 2026, plus 102,907 shares issuable upon exercise of warrants held by the reporting persons.
What type of securities do Ayrton Capital and affiliates hold in DEFSEC (DFSC)?
They hold warrants exercisable for 102,907 shares of DEFSEC common stock. These are common shares with no par value, issuable upon exercise of the warrants, subject to a 9.99% beneficial ownership blocker.
What is the beneficial ownership blocker mentioned for DEFSEC (DFSC)?
The warrants include a 9.99% beneficial ownership blocker, which limits the number of shares that can be issued upon exercise so that the reporting persons’ beneficial ownership does not exceed 9.99% of DEFSEC’s common stock.
Do the reporting persons in DEFSEC (DFSC) have sole or shared voting power?
Each reporting person lists 102,907 shares with sole voting and sole dispositive power and 0 shares with shared voting or shared dispositive power, reflecting individual control over the reported position.
Are Ayrton Capital and affiliates over 5% owners of DEFSEC (DFSC)?
No. Each of Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri reports ownership of 5 percent or less of DEFSEC’s common share class as of June 30, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
DEFSEC Technologies Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
244778106
(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):
244778106
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
102,907.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
102,907.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
102,907.00
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)
2.95 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
244778106
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
102,907.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
102,907.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
102,907.00
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)
2.95 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
244778106
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
102,907.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
102,907.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
102,907.00
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)
2.95 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
DEFSEC Technologies Inc.
(b)
Address of issuer's principal executive offices:
80 Hines Rd, Suite 300, Ottawa, A6 K2K 2T8
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:
Common Shares, no par value
(e)
CUSIP No.:
244778106
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: 102,907; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 102,907; and (iii) Waqas Khatri: 102,907. Represents (ii) 102,907 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 DEFSEC Technologies Inc. (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) 3,390,113 shares of Common Stock of the Issuer that were outstanding as of July 20, 2026; and (ii) 102,907 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 F-1, filed on July 22, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2026. (i) Ayrton Capital LLC: 2.95%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2.95%; and (iii) Waqas Khatri: 2.95%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Ayrton Capital LLC: 102,907; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 102,907; and (iii) Waqas Khatri: 102,907
(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:
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
