Ayrton/Alto report 294,361 SeaStar shares (2.56%) issuable on warrants

Rhea-AI Filing Summary

Three reporting persons — Ayrton Capital LLC, Alto Opportunity Master Fund (Segregated Master Portfolio B) and Waqas Khatri — report beneficial ownership of 294,361 shares of SeaStar Medical Holding Corp common stock. The filing states these shares are issuable upon exercise of warrants and that the issuable shares are subject to a 9.99% beneficial ownership blocker. The calculation of the 2.56% holding uses 11,203,752 shares outstanding as the reference base.

This ownership is held through an investment vehicle managed by Ayrton Capital, with sole voting and dispositive power reported for each reporting person. The statement certifies the holdings were acquired and are held in the ordinary course of business.

Positive

• Holdings disclosed are below 5%, indicating no control intent under the filing rules
• Reported holdings were acquired and are held in the ordinary course of business, per the certification

Negative

• Shares are issuable on exercise of warrants, so they are not currently outstanding common stock and do not convey immediate voting rights
• Issuable shares are subject to a 9.99% beneficial ownership blocker, limiting the potential for a rapid increase in ownership
• Document contains a numeric inconsistency (one section lists the Fund with a differing share count), which may require clarification

Insights

Financial Analyst

TL;DR: A 2.56% warrant-backed stake reported; small, non-controlling position with blocker limiting rapid accumulation.

The reported 294,361 shares are not currently outstanding common stock but are issuable upon exercise of warrants, which reduces immediate voting influence. The 2.56% stake (based on 11,203,752 outstanding shares) is below the 5% reporting threshold for control and is unlikely to materially affect SeaStar's capital structure absent further exercises or purchases. The 9.99% blocker restricts conversion that could otherwise increase influence quickly. Holdings are held through a Cayman investment vehicle managed by Ayrton Capital, with sole voting and dispositive power attributed to the reporting parties.

Corporate Governance Expert

TL;DR: Disclosure shows governance risk is limited; position is small and constrained by a beneficial ownership blocker.

The filing indicates sole voting and dispositive power over the warrants' issuable shares, but because the shares are contingent on exercise and capped by a 9.99% blocker, there is limited potential for immediate control actions. Reporting through an investment manager structure (Ayrton Capital managing the Fund) is standard and documented. Investors should note that the document lists consistent voting/dispositive power figures, though one section contains a differing numeric entry for the Fund; the overall governance implication remains that this is a minority, non-controlling disclosure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

SeaStar Medical Holding Corp

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

81256L203

(CUSIP Number)

06/30/2025

(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. 81256L203

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 294,361.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 294,361.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

294,361.00

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)

2.6 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 81256L203

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 294,361.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 294,361.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

294,361.00

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)

2.6 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 81256L203

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 294,361.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 294,361.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

294,361.00

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)

2.6 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SeaStar Medical Holding Corp
(b)	Address of issuer's principal executive offices: 3513 Brighton Blvd, Suite 410, Denver, COLORADO, 80216.
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, par value $0.0001 per share
(e)	CUSIP No.: 81256L203
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: 294,361; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 296,361; and (iii) Waqas Khatri: 294,361. Represents 294,361 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 SeaStar Medical Holding Corporation (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) 11,203,752 shares of Common Stock of the Issuer that were outstanding as of June 12, 2025; and (ii) 294,361 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 Form 424B4 Prospectus filing on June 23, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2025. (i) Ayrton Capital LLC: 2.56%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2.56%; and (iii) Waqas Khatri: 2.56%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 294,361; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 294,361; and (iii) Waqas Khatri: 294,361
	(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: 294,361; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 294,361; Waqas Khatri: 294,361
	(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.
	Ownership of 5 percent or less of a class
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:	08/13/2025

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	08/13/2025

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	08/13/2025

FAQ

What stake in SeaStar Medical (ICU) do Ayrton Capital, Alto Opportunity and Waqas Khatri report?

They report beneficial ownership of 294,361 shares, representing 2.56% of the class based on 11,203,752 shares outstanding.

Are the reported SeaStar shares currently outstanding or contingent?

The filing states the 294,361 shares are issuable upon exercise of warrants, so they are contingent rather than currently outstanding common stock.

Does the filing indicate voting or disposal control over the shares?

Yes; each reporting person reports sole voting power and sole dispositive power over the 294,361 issuable shares.

Is there any limit on how much the reporting persons can acquire?

Yes; the filing states the issuable shares are subject to a 9.99% beneficial ownership blocker.

Was the ownership acquired to influence control of SeaStar (ICU)?

The certification in the filing states the securities were acquired and are held in the ordinary course of business and not to change or influence control.