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

Venu Holding Corp (VENU)

CIK 1770501 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$1037M 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
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
MEDIUM+59% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
LOWoperating cash flow positive
= 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

2024-12-232026-05-15

Latest: 59.4M shares as of May 15, 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

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Promissory Note$6.0M$1012%~600,000 sh
Two Convertible Promissory Notes$6.0Mnot tagged12%

If every note above converted at its tagged price: ~600,000 new shares on 59.4M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay 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 outstanding59.4MMay 15, 2026
+ Convertible Promissory Note (if fully converted)600,000Feb 28, 2025
Fully diluted estimate60.0M+1.0% 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: $1036.7Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Dec 1, 2025$1000.0M registeredfiling →
S-1Aug 22, 2025$36.7M registeredfiling →
S-1Aug 6, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 9 executed · 2 registered.

EXECUTEDAug 3, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJun 12, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJun 11, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 10, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 6, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 27, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 9, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEDec 8, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 1, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDSep 9, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 28, 2025Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
EFFECTIVEAug 26, 2025SEC declared a registration effective — selling can beginEFFECT

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 VENU workspace