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SUNATION Energy holder reports 8.78% ownership stake | SUNE SEC Filing


Item 1. (a) Name of issuer:

SUNATION ENERGY, INC.

(b) Address of issuer’s principal executive offices:

171 Remington Boulevard, Ronkonkoma, NY, 11779

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 $0.05 per share

(e) CUSIP Number(s):

72303P503

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: 361,881; (ii) Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B: 361,881; and (iii) Waqas Khatri: 361,881. Represents (i) 361,881 shares of Common Stock held by the Reporting Persons. The issuable shares of Common Stock are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of SUNATION ENERGY, 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) 4,123,106 shares of Common Stock of the Issuer that were outstanding as of May 5, 2026. The amount of shares outstanding was based upon a statement in the Issuer’s 10-Q filed on May 15, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2026. (i) Ayrton Capital LLC: 8.78%; (ii) Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B: 8.78%; and (iii) Waqas Khatri: 8.78%.

(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:

(i) Ayrton Capital LLC: 361,881; (ii) Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B: 361,881; and (iii) Waqas Khatri: 361,881

(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: 361,881 ; Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B: 361,881; Waqas Khatri: 361,881

(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



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