TDICDreamland Ltd · NASDAQ Capital Market
Effective Supply — the real overhang

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

1.96M
Reported Float
1.96M
Tradeable Now
(estimated float)
1.96M
Effective Supply
4.73M
Fully Diluted
Dilution risk7/10
CONFIDENCE: MEDIUM
HIGHAssessed Aug 28, 2026Trigger: ReassessmentCRITICALVariable-rate equity line (floating discount to lows)CRITICALReverse split history / prior dilution cycle

The dominant mechanism is the Hudson Global Ventures $18,000,000 ELOC — a floating-discount facility priced at 91% of the three lowest traded prices over the prior ten trading days (or 91% of the lowest print in the three days after clearing), with 720,000 post-split shares already registered for Hudson's resale. That registered block alone is 37% of the 1,955,693 float, and the $18M capacity is roughly 2x the entire $8.8M market cap, so the facility is capacity-constrained by share registration rather than by dollars. Layered on top: up to 520,000 post-split Common Warrants struck at $1.25 versus a $2.53 market — 2.0x in the money and equal to 27% of float — though their issuance status is uncertain after the underlying offering window closed in June. Recent activity is aggressive: the April 2026 PIPE plus immediate warrant exercise added 20.4M pre-split shares (a 2.4x expansion of the share count in a single week), and ~1.4M post-split shares appeared between May and August from transactions not fully documented in available filings. Historical pattern is the worst component: two reverse splits in 57 days (1-for-5 on 2026-04-20 and 1-for-25 on 2026-06-15, a cumulative 1-for-125 compression), a known small-cap toxic-structure ELOC counterparty, and financing events in December 2025, April 2026, July 2026 and August 2026. Score held at 7 rather than 8-10 because the ELOC has not been shown to be actively drawn in the provided filings, the resale F-1 was still preliminary as of 2026-05-04, Hudson carries a 4.99% ownership cap and per-put volume limits, and there are no outstanding convertible notes or preferred series.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

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

Reported Float1.96M41.4%
Convertible Notes1.16M24.5%
Hudson Global Ventures, LLC Equity Purchase Agreement (ELOC) dated 2025-12-03 — up to $18,000,000 committed equity facility, 24-month term, variable-rate pricing
Conv. Price: floating_discount
Est. Shares: ~720K (agent-computed)
Class B Ordinary Shares held by CEO Seto Wai Yue — convertible 1:1 into Class A at holder's option
Conv. Price: fixed
Est. Shares: ~80K (agent-computed)
Board authorization (2025-12-31 EGM ordinary resolution) to allot up to 9,000,000 pre-split Class B Ordinary Shares (12 votes each) to CEO Seto Wai Yue — 72,000 post-split equivalent, 72,000 already issued 2026-07-07
Conv. Price: unknown
Est. Shares: ~360K (agent-computed)
Warrants520K11.0%
common520K shares at $1.25
common0 shares at $1.25
≈ Estimated Actual Float

Reported float + filing adjustments

1.96M

MEDIUM confidence

Pending Shares as % of Float85.9%

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

Fully Diluted4.73M100%

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

See the full breakdown

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Dilution profile
Reverse splits (2)
  • 1-for-25·Jun 15, 2026~3 mo ago
  • 1-for-5·Apr 20, 2026~5 mo ago
Active mechanisms
  • Hudson Global Ventures $18,000,000 variable-rate ELOC — 9% discount to the lowest recent traded prices, 24-month term running to 2027-12-03
  • 720,000 post-split Class A registered for Hudson's resale (F-1 filed 2026-05-04), ~37% of current float
  • Up to 520,000 post-split Common Warrants at $1.25 strike vs. $2.53 market (status of issuance uncertain)
  • Board-authorized issuance of up to 360,000 post-split equivalent Class B super-voting shares to the CEO, convertible 1:1 into Class A
  • Amended & Restated 2025 Equity Incentive Plan (File No. 333-289684) — consultant share issuances with no disclosed remaining reserve

Market Data

Price

$2.20

Market Cap

$7.67M

Outstanding

3.49M

Float

1.96M

Avg Volume

28.9K

Exchange: NASDAQ|Source: Insight Sentry