CL Workshop Group Ltd (NASDAQ: NWGL) carries a warrant overhang that dwarfs its current public float by more than two to one.
The company has 36.9 million warrant ADSs — American depositary shares that can be created when warrant holders exercise their rights — struck at $0.25 per ADS. At a recent ADS value of $1.42, those warrants sit roughly 5.7 times in the money. They permit cashless exercise, meaning holders can convert without paying cash, surrendering a portion of the warrant value instead and still receiving roughly 30.4 million new ADSs. The underlying shares are registered for resale. They can trade immediately upon exercise.
The current public float is about 17.24 million ADSs. Full cash exercise of the warrants would push tradeable supply to approximately 54.1 million ADSs — 3.1 times today's float.
Who Holds the Warrants
Fifteen individuals acquired these warrants as part of a July 2026 private placement, or PIPE — a sale of securities directly to selected investors outside the public market. Each buyer purchased an identical block: 820,000 ADSs plus warrants convertible into 2,460,000 ADSs, at a unit price of $0.20. Each holder's stake lands at exactly 4.76% of outstanding ADSs, just below the 5% threshold that would trigger Schedule 13D/G beneficial-ownership disclosure with the SEC. That means none of them is individually required to report purchases or sales in real time.
Collectively, these 15 holders own 12.3 million ADSs — 71% of the float. Those shares became free-trading on August 25, 2026, when a resale registration — a filing that allows privately placed shares to be sold on the open market — went effective.
The Cost-Basis Gap
At $0.20 per unit, each unit now carries roughly $4.93 in value (one ADS at $1.42 plus three warrants each with $1.17 of intrinsic value). That is about a 24-to-1 return on the original cost.
Broader Capital Structure
Shares outstanding total about 28.85 million ADS-equivalents, but that figure includes 11.6 million ADS-equivalents of Class B shares held entirely by CEO Liying Wang through TUTU Business Services Limited. Class B shares carry 50 votes each, giving Wang 97.12% of voting power. These shares are convertible one-for-one into Class A but are not registered for resale.
The company has one billion ordinary shares authorized — a ceiling that is roughly 4.3 times the fully diluted Class A share count of about 433 million ordinary shares (54.1 million ADS-equivalents). A $200 million universal shelf registration — a pre-filed authorization to sell securities over time — went effective July 29, 2026. Because NWGL's non-affiliate float is small, the baby-shelf rule caps primary sales at roughly one-third of that float, or about $8.2 million, over any rolling 12-month period.
ShareStructure assigns NWGL a dilution risk score of 8 out of 10 (HIGH). The rating rests almost entirely on the warrant overhang: 36.9 million warrants that are cashless-exercisable, deep in the money, and registered for resale, held by a concentrated bloc of investors with sub-reporting-threshold positions. Exercises that may have already occurred since late August would not yet appear in any public filing, so the live float could already be larger than 17.24 million ADSs — and there is no mechanism requiring real-time disclosure until the next periodic report.