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

XBP Global Holdings, Inc. (XBPEW)

CIK 1839530 · 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$47.6M 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
HIGHwarrants = 113% 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
LOW-61% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOWoperating cash flow positive
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

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

2024-03-282026-05-15

Latest: 11.8M shares as of May 15, 2026 (10-Q). Share count fell from 117.5M to 11.8M between Nov 14, 2025 and Mar 30, 2026, a pattern consistent with a reverse split (roughly 1-for-10); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Eti Warrants6.6M$49.8
Public Warrants6.2M$115
Forwards Purchase Warrants250,000$115
Private Placement Warrants135,000$115

Tranches exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 13.3M underlying shares, as reported Mar 31, 2026 (10-Q).

Rough fully diluted estimate: 25.0M = 11.8M O/S + 13.3M 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 15, 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 outstanding11.8MMay 15, 2026
+ Eti Warrants (if exercised)6.6MMar 31, 2026
+ Public Warrants (if exercised)6.2MMar 31, 2026
+ Forwards Purchase Warrants (if exercised)250,000Mar 31, 2026
+ Private Placement Warrants (if exercised)135,000Mar 31, 2026
Fully diluted estimate25.0M+112.7% 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: $47.6Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Sep 12, 2025$47.6M registeredfiling →
S-3Feb 14, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-1Dec 22, 2023no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 1 registered.

EFFECTIVESep 26, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDSep 12, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDAug 4, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEFeb 25, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDFeb 18, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDFeb 14, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATEFeb 13, 2024Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEFeb 13, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDFeb 8, 2024S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDFeb 2, 2024S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDDec 27, 2023S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDDec 22, 2023S-1 registration — capacity to sell shares, not a sale yetS-1

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.

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