ELPWElong Power Holding Ltd. · Nasdaq Capital Market (transferred from Nasdaq Global Market effective 2026-04-01)
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

5.31M
Reported Float
21.81M
Tradeable Now
(estimated float)
▲ data says 5.31Munderstated 4.1×
23.04M
Effective Supply
125.10M
Fully Diluted
Dilution risk10/10
CONFIDENCE: MEDIUM
EXTREMEAssessed Jul 29, 2026Trigger: EFFECT registration filingCRITICALVariable-rate / reset warrants (death-spiral mechanics)CRITICALPending registration — 80,000,000 shares vs. 21.8M float

Textbook maximum-risk float structure. (1) Warrant overhang: 20,615,500 reset-bearing common warrants outstanding (16,500,000 at $0.40 with a $0.1132 floor; 4,115,500 at $1.30 with a $0.388 floor). These are nominally out-of-the-money at $0.1848, but they are NOT low risk — both tranches carry Share Combination Event resets to the lowest VWAP around any reverse split AND full-ratchet dilutive-issuance resets, with the share count increasing proportionately so aggregate exercise price is unchanged. Reset to their floors alone converts 20.6M warrants into approximately 72.1M shares — 3.3x the entire current float. The company has explicitly disclosed it will 'likely need to conduct another round of share consolidation promptly,' which is precisely the trigger event. (2) Pending supply: an F-1 filed 2026-07-22 registers up to 80,000,000 shares (40M Units + 40M warrant shares) — 367% of current float — with the prospectus itself conceding the warrants equal 174% of outstanding Class A and that Nasdaq may halt or delist the stock 'because of the highly dilutive nature of this offering.' (3) Recent activity: four registered offerings in six months (Feb 3, Feb 27, May 18, Jul 13) totaling approximately $27.2M gross, and the prior reset-warrant tranches performed exactly as feared — 2,642,270 February warrants produced 7,310,518 shares and 24,955,000 February warrants produced 77,764,364 shares via zero-exercise-price options delivering two shares per warrant. (4) History: two reverse splits in four months (1:16 on 2025-12-26, 1:80 on 2026-03-12, cumulative 1:1,280) with board authority already granted for further consolidations up to a cumulative 4000:1. Split-adjusted Class A went from ~47,891 to 23,028,289 in eight months — approximately 48,000% dilution. There is no calibration argument for anything below 10.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry (NASDAQ:ELPW). Adjusted based on SEC filing analysis.

Float Discrepancy: our SEC analysis shows 21.81M vs 5.31M reported — understated 4.1×

Insight Sentry reports 5,311,703 float on 6,542,803 shares outstanding and a $1.21M market cap at $0.1848. That share count matches the 2026-07-06 F-1 cover, so the feed is roughly 3 weeks stale and has missed the entire July 13, 2026 offering: 7,975,000 primary shares plus 7,300,000 pre-funded warrant exercises, plus ~1.2M other exercises. Actual Class A outstanding is 23,028,289 — a 3.5x underst...

Reported Float5.31M4.2%
Float Adjustments16.50M13.2%
0 sharesHIGH

Data-service baseline sanity check: feed reports 6,542,803 shares outstanding vs. 23,028,289 Class A on the 2026-07-22 F-1 cover. Feed is split-adjusted (both 1:16 and 1:80 reflected) but stale as of approximately 2026-07-06, i.e. PRE the July 13 offering. Baseline of 5,311,703 accepted as-is; no split correction needed.

Source: Insight Sentry vs. F-1 filed 2026-07-07 (6,528,289 Class A) and F-1 filed 2026-07-22

+7.97M sharesHIGH

7,975,000 Class A ordinary shares issued in the July 13, 2026 registered direct offering (F-1 333-297290, effective 2026-07-09) — immediately free-trading

Source: F-1 filed 2026-07-22, Recent Developments / Financing Transactions

+7.30M sharesHIGH

7,300,000 Class A ordinary shares issued on exercise of July 2026 Pre-Funded Warrants ($0.001 strike) between 2026-07-13 and 2026-07-22 — free-trading

Source: F-1 filed 2026-07-22 — 'partially exercised with respect to 7,300,000 pre-funded warrants'

+1.23M sharesMEDIUM

Residual reconciliation to the 2026-07-22 cover-page Class A count (23,028,289) not explained by the two items above — most likely additional registered-warrant exercises settled between the July 6 and July 22 prospectus dates

Source: Derived: 23,028,289 cover minus 6,528,289 (2026-07-06 cover) minus 7,975,000 minus 7,300,000 = 1,225,000

Convertible Notes1.53M1.2%
Class B Ordinary Shares — convertible 1:1 into Class A at holder option, 200 votes each (GRACEDAN / CEO Xiaodan Liu)
Conv. Price: fixed
Est. Shares: ~115K (agent-computed)
Related-party 8% demand loans (Xiaodan Liu) being serially settled in newly issued Class B shares at prevailing Class A market price — de facto at-market equity settlement facility
Conv. Price: variable
Est. Shares: ~1.42M (fixed)
Warrants101.84M81.4%
common16.50M shares at $0.4
common4.12M shares at $1.3
pre-funded1.23M shares at $0.001
common40.00M shares at $0.25
pre-funded40.00M shares at $0.001
≈ Estimated Actual Float

Reported float + filing adjustments

21.81M

MEDIUM confidence

Pending Shares as % of Float467.5%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted125.10M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits (2)
  • 1-for-16·Dec 26, 2025~7 mo ago
  • 1-for-80·Mar 12, 2026~5 mo ago
Active mechanisms
  • Reset/full-ratchet common warrants — 16,500,000 at $0.40 with $0.1132 floor (July 2026 tranche)
  • Reset/full-ratchet common warrants — 4,115,500 at $1.30 with $0.388 floor (May 2026 tranche)
  • Share Combination Event reset clause — any future reverse split repricies warrants to lowest surrounding VWAP and multiplies warrant share count proportionately
  • Variable-rate-transaction reset clause — any new variable-price financing drops warrant strikes to the lowest possible price in that deal
  • 1,225,000 unexercised pre-funded warrants at $0.001 exercisable on demand
  • Pending F-1 (filed 2026-07-22) registering up to 80,000,000 Class A shares
  • Board authority for further share consolidations up to a cumulative 4000:1 through 2028-01-06
  • Serial at-market Class B issuances to CEO affiliate GRACEDAN settling related-party debt

Market Data

Price

$0.10

Market Cap

$942.2K

Outstanding

6.54M

Float

5.31M

Avg Volume

13.87M

Exchange: NASDAQ|Source: Insight Sentry
ELPW Float & Dilution Analysis | ShareStructure.io