Ayrton/Alto/Khatri report 9.99% stake in ESS Tech

ESS Tech, Inc. reports that Ayrton Capital LLC, Alto Opportunity Master Fund (Segregated Master Portfolio B) and Waqas Khatri each hold 3,018,635 shares of Common Stock beneficially owned through warrants, representing 9.99% of the class as of March 31, 2026.

Rhea-AI Filing Summary

ESS Tech, Inc. reports that Ayrton Capital LLC, Alto Opportunity Master Fund (Segregated Master Portfolio B) and Waqas Khatri each hold 3,018,635 shares of Common Stock beneficially owned through warrants, representing 9.99% of the class as of March 31, 2026.

The filing states the issuable shares are from exercisable Warrants and are subject to a 9.99% beneficial ownership blocker. The 9.99% figures are calculated using 27,173,757 shares outstanding as of February 27, 2026, per the issuer's 10-K.

Insights

Governance Analyst

Holders report warrant-based positions capped at 9.99% each.

The excerpt lists three related reporting persons holding 3,018,635 shares each, described as Common Stock issuable upon exercise of Warrants. The filing explicitly states a 9.99% beneficial ownership blocker, which constrains exercises above that threshold.

Timing of any exercises is not disclosed; subsequent filings would show conversions or dispositions. Cash‑flow treatment and planned exercises are not described in the provided excerpt.

Securities Lawyer

Disclosure aligns with Rule 13 reporting of beneficial ownership via warrants.

The statement ties the percentage basis to February 27, 2026 outstanding shares (27,173,757) and reports holdings "as of March 31, 2026". The filing attributes holdings to a fund, its investment manager, and the manager's managing member.

Investors should note the legal structure: holdings are through the Fund with Ayrton Capital as Investment Manager and Waqas Khatri as managing member, per the excerpt.

Key Figures

Reported beneficially owned shares per holder: 3,018,635 shares Percent of class reported: 9.99% Shares outstanding used for basis: 27,173,757 shares +1 more

4 metrics

Reported beneficially owned shares per holder 3,018,635 shares each Reporting Person; holdings issuable on exercise of Warrants

Percent of class reported 9.99% each Reporting Person as of March 31, 2026

Shares outstanding used for basis 27,173,757 shares outstanding as of February 27, 2026 (per issuer 10-K)

Number of issuable shares via Warrants 3,018,635 shares shares issuable upon exercise of the Warrants held by Reporting Persons

Key Terms

Warrants, beneficial ownership blocker, Beneficially owned

3 terms

Warrants financial

"‘‘Warrants’’ held by the Reporting Persons; issuable shares on exercise"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

beneficial ownership blocker regulatory

"the issuable shares ... 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.

Beneficially owned financial

"Amount beneficially owned: Ayrton Capital LLC: 3,018,635"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Ayrton Capital report in ESS Tech (GWH)?

Ayrton Capital reports beneficial ownership of 3,018,635 shares. This equals 9.99% of the class using 27,173,757 shares outstanding as of February 27, 2026, and derives from exercisable warrants.

Do the reported holdings reflect issued shares or warrants for GWH?

The filing states the holdings are Common Stock issuable on exercise of Warrants. The exercisable shares are subject to a 9.99% beneficial ownership blocker, per the disclosure.

Who controls the reported holdings in ESS Tech (GWH)?

The Fund holds the shares, Ayrton Capital LLC is the Investment Manager, and Waqas Khatri serves as managing member. All three are listed as Reporting Persons in the excerpt.

What outstanding share count does the filing use for its percentages?

Percentages are based on 27,173,757 shares outstanding as of February 27, 2026, cited from the Issuer's 10-K filed on March 5, 2026, per the excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 05:58 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ESS Tech, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

26916J205

(CUSIP Number)

03/31/2026

(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): 26916J205

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 3,018,635.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,018,635.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,018,635.00

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): 26916J205

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 3,018,635.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,018,635.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,018,635.00

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): 26916J205

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 3,018,635.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,018,635.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,018,635.00

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: ESS Tech, Inc.
(b)	Address of issuer's principal executive offices: 26440 SW Parkway Ave., Bldg. 83, Wilsonville, OR, 97070
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 Stock, $0.0001 par value per share
(e)	CUSIP Number(s): 26916J205
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: 3,018,635; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 3,018,635; and (iii) Waqas Khatri: 3,018,635. Represents (i) 3,018,635 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 ESS Tech, 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) 27,173,757 shares of Common Stock of the Issuer that were outstanding as of February 27, 2026; and (ii) 3,018,635 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 10-K filed on March 5, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of March 31, 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: 3,018,635; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 3,018,635; and (iii) Waqas Khatri: 3,018,635
	(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: 3,018,635; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 3,018,635; Waqas Khatri: 3,018,635
	(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:	05/11/2026

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	05/11/2026

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	05/11/2026