Origin Materials (NASDAQ: ORGN) holders report 9.99% beneficial stake

Rhea-AI Filing Summary

Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri report a 9.99% beneficial stake in Origin Materials, Inc. common stock. They report beneficial ownership of 16,992,123 shares issuable upon conversion of certain convertible notes, subject to a 9.99% beneficial ownership blocker.

The percentage is based on 152,963,100 Origin Materials shares outstanding as of December 22, 2025, plus the 16,992,123 shares underlying the notes. Each reporting person has sole voting and dispositive power over these shares and certifies the position is held in the ordinary course of business, not to influence control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Origin Materials, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

68622D106

(CUSIP Number)

12/31/2025

(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. 68622D106

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 16,992,123.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 16,992,123.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,992,123.00

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, IN

SCHEDULE 13G

CUSIP No. 68622D106

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 16,992,123.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 16,992,123.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,992,123.00

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 No. 68622D106

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 16,992,123.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 16,992,123.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,992,123.00

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: Origin Materials, Inc.
(b)	Address of issuer's principal executive offices: 930 Riverside Parkway, Suite 10, West Sacramento, CA, 95605
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 No.: 68622D106
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: 16,992,123 ; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 16,992,123 ; and (iii) Waqas Khatri: 16,992,123 . Represents 16,992,123 shares of Common Stock issuable on the conversion of certain convertible notes (the "Notes") held by the Reporting Persons. The issuable shares of Common Stock related to the conversion of the Notes are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of ORIGIN MATERIALS, 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) 152,963,100 shares of Common Stock of the Issuer that were outstanding as of December 22, 2025; and (ii) 16,992,123 shares of Common Stock issuable on the conversion of the Notes held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's Def 14A proxy filed on January 6, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of December 31, 2025. (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:16,992,123 ; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 16,992,123 ; and (iii) Waqas Khatri: 16,992,123
	(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: 16,992,123 ; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 16,992,123 ; Waqas Khatri: 16,992,123
	(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:	02/11/2026

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	02/11/2026

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	02/11/2026

FAQ

How many Origin Materials (ORGN) shares do the reporting persons beneficially own?

The reporting persons disclose beneficial ownership of 16,992,123 Origin Materials common shares. These shares are not currently outstanding but are issuable upon conversion of certain convertible notes they hold, reflecting their potential equity position if the notes are converted into stock.

What percentage of Origin Materials (ORGN) does Ayrton Capital report owning?

Ayrton Capital LLC reports beneficial ownership of 9.99% of Origin Materials’ common stock. This percentage includes 16,992,123 shares issuable upon conversion of convertible notes and is calculated against 152,963,100 shares outstanding as of December 22, 2025, plus the shares underlying the notes.

Who are the reporting persons in this Origin Materials (ORGN) Schedule 13G filing?

The filing lists three reporting persons: Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and individual investor Waqas Khatri. All three report the same 16,992,123 Origin Materials shares as beneficially owned, with sole voting and dispositive power over the position.

What is the 9.99% beneficial ownership blocker mentioned for Origin Materials (ORGN)?

The filing states that shares issuable upon conversion of the notes are subject to a 9.99% beneficial ownership blocker. This means conversions are limited so the reporting persons’ beneficial ownership of Origin Materials common stock does not exceed 9.99% of the company’s outstanding shares.

How did the reporting persons in this Origin Materials (ORGN) filing acquire their position?

Their beneficial ownership arises from convertible notes that can be converted into 16,992,123 Origin Materials common shares. The filing certifies the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer.

As of what date are the Origin Materials (ORGN) holdings and share count calculated?

The reporting persons’ holdings are reported as of December 31, 2025. The ownership percentages use 152,963,100 Origin Materials shares outstanding as of December 22, 2025, a figure taken from the company’s proxy statement filed on January 6, 2026.