Dilution profile // every instrument, one screen, from SEC filings

Nakamoto Inc. (NAKA)

CIK 1946573 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$9325M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 10% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+11620% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
MEDIUM~18 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-06-242026-05-11

Latest: 696.1M shares as of May 11, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

Warrants outstanding: 72.3M underlying shares, as reported Dec 31, 2025 (10-K).

Rough fully diluted estimate: 768.4M = 696.1M O/S + 72.3M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed May 13, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding696.1MMay 11, 2026
+ Warrants (aggregate, as tagged) (if exercised)72.3MDec 31, 2025
Fully diluted estimate768.4M+10.4% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $9325.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Apr 9, 2026$6993.6M registeredfiling →
S-3Apr 9, 2026fee exhibit found but no total offering amount (fees deferred, typical for automatic shelves)filing →
S-3ASRSep 15, 2025$2331.5M registeredfiling →

Last 12 months: 3 executed · 6 registered.

UPDATEApr 24, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEApr 24, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEApr 23, 2026SEC declared a registration effective — selling can beginEFFECT
EFFECTIVEApr 23, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDApr 17, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDApr 17, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDApr 9, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
REGISTEREDApr 9, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATEMar 31, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDFeb 26, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEFeb 26, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDFeb 17, 2026Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

Keep going: float checker · offering calendar · short-squeeze screener · full NAKA workspace