Market Data

Shares Outstanding Is Not Float: Registered, Issued, Locked and Freely Tradable Shares Explained

Three SEC Filing Case Studies: SAIQ, AMOD and OLB

By Jozef Microcap Engine · 17 min read

Published 2026-10-17

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Key findings

SAIQ: 2,515,182 of 2,550,149 remaining SPAC public shares were redeemed, leaving 34,967; the former public-share count was not the closing-date public-share balance.
SAIQ: the October 1 closing capitalization disclosed 16,818,772 ordinary and 12,997,400 Class F shares outstanding; neither class total is an independently verified free-float estimate.
AMOD: the PIPE issued 51,621,560 Class A shares and 51,621,560 separate warrants; the agreement's 4,986,264-to-56,607,824 share bridge implies 11.35 times the August 24 reference count, not 11.35 times the trading float.
OLB: 24,032,930 common shares outstanding as of August 31, a separate 8,265,000-share restricted August issuance, and registration of 2,166,666 warrant-underlying resale shares are three different economic/legal states.
An accurate microcap float estimate requires class, holder, transfer restrictions, registration effectiveness, corporate-action timing and actual issuance/exercise evidence—not one shares-outstanding field.

Core idea. An SEC filing can simultaneously describe tens of millions of shares outstanding, a large restricted holder position, an unexercised warrant overhang and only a small surviving public-SPAC position. Every number may be correct—but only one carefully reconciled subset is a defensible estimate of freely tradable float. Microcap Engine examined three real 2026 cases, SAIQ, AMOD and OLB, to show why registered ≠ issued ≠ outstanding ≠ unlocked ≠ actually traded.

Traders use float to answer a practical question: how much stock may realistically be available to trade in the market? Yet many data displays put market capitalization, outstanding shares, free float, warrants and registered shares side by side as though they were interchangeable.

They are not. The distinction becomes especially important in microcaps after SPAC mergers, PIPE transactions, private issuances and resale registrations. These events can change the capital structure much faster than a static profile field can be confidently reconciled.

This research works backward from primary SEC filings, using numbers that were actually reported rather than inventing a precise float when the evidence cannot establish one. Our three examples describe different failure modes:

SAIQ: pre-closing public-share estimates were upended by redemptions; Class F and sponsor restrictions further complicate the float question.
AMOD: a closed PIPE multiplied the basic Class A share count, while equally numerous warrants remained a separate potential issuance.
OLB: a completed restricted issuance, outstanding-share snapshot and registered future warrant-share resale each represented a different state.

The central result is simple: share-count accuracy is not just arithmetic. It is classification at the correct point in time.

What Is the Difference Between Authorized, Issued, Outstanding and Float?

Data table 1
Term	What it tells us	What it does not establish
Authorized shares	Maximum shares permitted by the issuer's charter, subject to class and later amendments	That the shares exist or have been issued
Issued shares	Shares delivered by the issuer at some point, potentially including shares held in treasury	That every issued share is outstanding or market-tradable
Outstanding shares	Shares currently outstanding for the relevant class and measurement date	That all are non-affiliate, unlocked or freely resalable
Freely tradable float	A defensible estimate of common shares available to trade without relevant resale/holder restrictions	An exact daily count of sell orders or available liquidity
Registered-for-resale shares	Securities covered by a registration statement, with legal effect depending on effectiveness and other conditions	That the shares have been issued, sold, or entered the market
Warrant-underlying shares	Shares that may be delivered if specified rights are exercised	That these shares are already basic outstanding common stock

A practical float estimate is not simply shares outstanding − every share held by a large institution. Beneficial-ownership reporting, affiliate/control status, legends, lock-ups, holder-level sale rights and the relevant market/security class all matter. Nor does a registration automatically mean sale: an effective registration can permit eligible resales without proving any holder actually sold.

The SEC's Rule 144 explanation distinguishes restricted securities and control securities and sets out how resale limitations can change. Those legal states are central to interpreting a microcap supply estimate.

An August proxy assumption, an October closing announcement and a later shell-company report can legitimately display different numbers. These are not automatically inconsistent datasets. They are observations of different transaction stages.

A defensible record should preserve at least: the issuer and security class, measurement/effective date, SEC disclosure date, issued vs outstanding vs contingent status, actual closing/redemption or exercise evidence, applicable resale constraints, and a direct source citation.

Without that event chronology, even a provider that copied every filing number correctly could still present the wrong denominator for a historical scanner snapshot.

SAIQ: How Did 2.55 Million Public SPAC Shares Become 34,967?

WISeSat.Space Holdings Corp. began trading as SAIQ on Nasdaq on October 2, 2026, after the Columbus Acquisition combination closed October 1. The merger documents and subsequent Form 20-F show why a pre-close public-share estimate was not a closing-date tradable-float value. SEC Form 20-F

The original pre-closing public-SPAC position was 2,550,149 shares. At the merger meeting, holders redeemed 2,515,182 shares, leaving 34,967 of those public shares. That is a 98.63% redemption rate of the specified pre-redemption public-share cohort, not a measured reduction of 98.63% in the total company's float.

Figure 1. The 2,550,149-share pre-redemption public SPAC cohort versus the 34,967 shares remaining after the September 30 redemption process. The bars describe this specific cohort—not the company's complete trading float.

Data table 2
Public SPAC cohort	Shares	Evidence state
Public shares before meeting redemptions	2,550,149	Pre-closing cohort
Shares redeemed at merger vote	2,515,182	Completed redemption
Public shares remaining	34,967	Closing-result remainder
Calculated redemption rate	98.63%	2,515,182 ÷ 2,550,149

An earlier research estimate that treated roughly 2.55 million public shares as the float would have been wrong after the redemptions. But 34,967 is not automatically the full SAIQ float either. The transaction also converted CAC rights and other securities into ordinary shares and involved sponsor shares with different restrictions.

What Actually Existed in SAIQ's Closing Capitalization?

The closing Form 20-F disclosed:

Data table 3
Closing category	Shares
Ordinary shares outstanding, October 1	16,818,772
Class F shares outstanding, October 1	12,997,400
Both classes combined (arithmetic only)	29,816,172
Exchange consideration to legacy WISeSat sellers: ordinary	13,002,600
Exchange consideration to legacy WISeSat sellers: Class F	12,997,400
Total seller exchange consideration	26,000,000

Figure 2. SAIQ's reported October 1 outstanding share classes. The chart deliberately does not call the ordinary-share bar “float”: ownership and transfer rights still require review.

The approximately 13.0 million Class F shares had their own voting/transfer characteristics and were not the Nasdaq-traded ordinary-share line at closing. The prospectus described Pubco Class F as non-transferable at closing except for permitted affiliate transfers; conversion and later legal changes require a separate event analysis. SEC transaction prospectus

The closing also included a $10 million PIPE. An August announcement had estimated 938,086 shares at an assumed price; the October closing report recorded 926,784 ordinary shares actually initially issued at $10.79. Its price-protection provision allowed up to 1,073,216 additional shares under specified later pricing conditions, but those possible future shares were not already issued by virtue of the clause. https://www.sec.gov/Archives/edgar/data/2101411/000121390026107579/ea0307768-20f_wisesat.htm

That is three independent reasons not to equate the biggest share count with free float: redemptions, different security classes, and holder-specific restrictions/contingent rights.

No. The same closing disclosure explicitly reported both released and restricted sponsor-distribution positions.

282,857 CAC ordinary shares held by non-affiliate recipients were released from specified lock-up restrictions at closing.
1,072,115 CAC ordinary shares remained subject to the applicable insider-letter lock-up restrictions.
A separate 109,028 CAC ordinary shares were forfeited at closing and must not be counted as surviving supply from that event.

SAIQ sponsor-distribution positions: 282,857 shares released and 1,072,115 shares still under specified lockup. — **Figure 3.** Reported sponsor-distribution shares released from the specific lock-up versus remaining locked at closing. Release from a lock-up is not by itself certification that every share was immediately sold or entirely free of other securities-law restrictions.

These buckets are not additive to the total ordinary-share count as extra issuance; they describe restrictions on existing shares already reflected in the relevant transaction records. This is why “the sponsor is locked” is not an adequate substitute for checking the actual closing filing.

AMOD: How Did Class A Shares Rise from 4.99 Million to 56.61 Million?

Alpha Modus Holdings announced its PIPE in August and closed it on September 30, 2026, issuing 51,621,560 Class A shares and a separate 51,621,560 warrants at an exercise price of $4.36 per share. The company reported receipt of 3,170 BTC by its subsidiary as purchase consideration. Closing Form 8-K

The share-purchase agreement used an August 24 capitalization reference of 4,986,264 outstanding Class A shares. It explicitly showed a post-issuance bridge of 56,607,824 Class A shares: 4,986,264 + 51,621,560. That represents about 11.35× the August 24 basic reference count. It is an agreement's capitalization bridge, which was subject to transfer-agent confirmation and other possible subsequent issuances, not an independently audited minute-by-minute free-float record. SEC purchase agreement, Schedules I–III

AMOD pre PIPE 4,986,264, agreement bridge to 56,607,824 Class A shares, plus conditional full-warrant-exercise illustration of 108,229,384. — **Figure 4.** Actual PIPE shares versus the agreement's pre/post basic Class A capitalization bridge; the separate warrant-exercise scenario is hypothetical and should not be treated as basic shares outstanding at closing.

Data table 4
AMOD item	Shares / consideration	Status
August 24 Class A outstanding reference	4,986,264	Dated pre-closing snapshot
PIPE Class A shares issued at September 30 close	51,621,560	Completed issuance
Agreement's post-PIPE Class A bridge	56,607,824	Pre-reference + completed issue; qualification applies
Additional warrants	51,621,560 underlying shares	Contingent; exercise required
Warrant exercise price	$4.36	Contractual term
BTC consideration delivered	3,170 BTC	Completed delivery per 8-K

If all those new warrants were eventually exercised, the mechanical illustrative sum would be 108,229,384 Class A shares (56,607,824 + 51,621,560), ignoring other corporate events and other instruments. That is not the September 30 basic outstanding count and not a claim about how many warrants were subsequently exercised.

The difference matters immediately for a trader. Holding a stock price constant, a stale 4.99-million-share market-cap denominator and a 56.61-million-share denominator imply 11.35× different basic capitalization values. Still, neither number alone reveals tradable float: the PIPE shares' resale eligibility and ownership must be evaluated separately.

OLB: What Does a Resale Registration Actually Put into the Float?

OLB's September 9, 2026 Form S-1 is a useful case because it reports different forms of supply in the same document.

The filing gives 24,032,930 common shares outstanding as of August 31. It also describes up to 2,166,666 shares issuable upon exercise of previously issued warrants, covered for resale by selling stockholders. Their exercise price was $0.78. The filing's 26,199,596 post-offering share scenario assumes full exercise of those warrants. It is not evidence that those shares had all been exercised or resold. SEC Form S-1

OLB 24,032,930 basic outstanding shares on August 31 and 26,199,596 scenario if all 2,166,666 registered warrant-underlying shares were issued on exercise. — **Figure 5.** OLB's August 31 basic outstanding common versus a hypothetical full exercise of the 2,166,666 warrants covered by the September resale filing. Registration alone does not move shares into float.

The 2,166,666 underlying shares represented approximately 9.02% of the August 31 basic outstanding share count, as a contingent potential issuance, not a verified 9.02% increase in tradable float.

Why did the S-1 not automatically increase the float? Because registration, warrant exercise, delivery, beneficial ownership, legend removal and an executed market sale are separate states. The preliminary filing specifically cautioned that resale registration did not prove the selling holders would actually sell. It also distinguished no issuer proceeds from resales versus potential issuer proceeds from cash warrant exercise.

What About OLB's 8.265 Million August Shares?

The same S-1 reported 8,265,000 common shares issued in August 2026 at a stated value of $0.29 each. Many were issued in settlement of obligations, and the company identified all of those private-transaction shares as restricted securities under Rule 144. The reported issuance is a completed change in issued supply, but it does not imply an immediate 8.265-million-share addition to unrestricted public float. https://www.sec.gov/Archives/edgar/data/1314196/000118518526003902/olbgroups1090626.htm

The quantity is substantial in the context of the August 31 outstanding-share snapshot, but the correct interpretation requires a holder-level restriction and resale timeline, not an assumption that every recipient immediately sold.

OLB's original June 30 balance sheet reported 15,750,313 shares outstanding (and 15,762,930 shares issued, which is not the same number). The August 14 Form 10-Q cover separately reported 24,020,313 shares outstanding as of August 14. The September S-1 then reported 24,032,930 shares outstanding as of August 31. The numerical change between the June 30 and August 31 outstanding snapshots was 8,282,617 shares.

That change is 17,617 shares larger than the separately described 8,265,000 August private issuance. The proximity is informative; it is not proof that every share of the balance-sheet change came from that one issuance. A complete reconciliation needs the intervening transfer-agent ledger and other issuance, treasury or cancellation events. OLB June 30 Form 10-Q | OLB September S-1

OLB shares outstanding 15,750,313 at June 30, 24,020,313 at August 14, and 24,032,930 at August 31; measurement-date-specific outstanding snapshots. — **Figure 6.** OLB shares outstanding on June 30, August 14 and August 31. Each reading belongs to its stated measurement date; the +8,282,617 end-to-end change is not a certified one-event issuance ledger.

Registered Is Not the Same as Effective, Issued or Sold

A filing's status matters. An S-1 that has been submitted is not the same as one declared effective; neither status guarantees that covered shares have been issued, exercised or sold. Likewise, a contractual requirement to file a future resale registration (as in AMOD) is not itself proof that a later registration became effective or was used.

For quantitative analysis, these states should be tracked separately:

Data table 5
Event / status	Relevant question	Safe interpretation
Agreement signed	Is the future transaction merely promised?	Contingent until closing evidence
Issuance closed	Were shares delivered?	Increase basic issued/outstanding as applicable; assess class
Warrant issued	Is there a right to additional shares?	Potential future supply, not current basic outstanding
Warrant exercised	Were underlying shares delivered?	Add only once; reconcile against dated outstanding snapshot
Resale filing submitted	Has the issuer requested registration?	Not automatically legally effective or sold
Registration effective	Are covered resales permitted, subject to other terms?	Not proof that any holder sold
Lock-up expires / waived	Did a contractual transfer restraint end?	Check other securities-law restrictions and holder status
Shares sold in market	Is there evidence of actual executed sales?	Market activity, not inferred from registration or authorization

Why Do These Distinctions Matter for Market Cap, Float Rotation and Dilution Risk?

Basic market capitalization generally uses a price and an appropriate outstanding-share count for the relevant class and date. If a scanner mixes a live price with a pre-financing basic share snapshot, it can materially misstate capitalization. AMOD illustrates a greater than elevenfold difference in the contractual basic share bridge—without any need to forecast price.

Float rotation requires freely tradable float in the denominator, not simply outstanding shares. If the free-float estimate is stale, held securities are misclassified or a warrant is assumed exercised, a seemingly precise rotation statistic can be wrong. The correct solution is not to substitute SAIQ's 34,967 remaining public SPAC shares for all float; that figure is only one identified cohort.

Dilution and supply risk require forward-looking instrument states. Registered-but-unexercised OLB warrants, existing restricted OLB shares, AMOD's new PIPE shares and SAIQ's Class F instruments are different categories. A risk model must preserve those categories rather than summing everything into one guessed 'shares to hit the tape' number.

Short-squeeze narratives are especially sensitive. '26 million shares issued' is not equivalent to '26 million unrestricted shares available to cover a short.' But the reverse claim—'only 34,967 shares can ever trade'—is just as unsupported.

How Should a Scanner Build a Defensible Point-in-Time Float Estimate?

An operational approach is to maintain a dated, source-backed capitalization ledger, not overwrite a single field whenever a new filing appears.

First, identify the exact issuer and security class. A symbol change, SPAC merger or dual-class share structure makes ticker-only joins unsafe.

Second, anchor every figure to its measurement date and distinguish preliminary assumptions, closing facts and later adjusted terms. Confirm redemptions and rights conversion at closing rather than retaining proxy-level public share assumptions.

Third, reconcile actual issued and outstanding shares separately from unexercised warrants, convertible instruments and contingent financing. Avoid double counting a completed issuance already reflected in a newer outstanding snapshot.

Fourth, inspect affiliate/control holders, Rule 144 status, transfer restrictions, lock-ups, waiver dates, and effective resale registrations. For an unresolved holder category, retain uncertainty rather than silently add it to free float.

Fifth, publish a float value only at the confidence supported by the evidence, with the issuer/security identity, as-of timestamp, evidence URL, confidence/status and the unresolved components. A manually checked figure is most valuable when it remains auditable.

Microcap Engine's market-data philosophy is that different share-count concepts remain different fields. An exact outstanding figure can be fully verified while float remains provisional. That is a better research result than presenting a precise but unsupported float.

What We Can and Cannot Conclude from These Three Cases

The numbers here are SEC-filing measurements and transparent arithmetic, not estimates of current intraday free float or evidence of executed market sales. The three issuers are case studies, not a statistically representative sample of microcaps or a measured benchmark of third-party data-vendor accuracy.

Their common lesson is nevertheless concrete: on a single issuer, multiple mutually consistent, materially different share counts can coexist because their states, classes and dates differ. Using one of them in place of another can mislead traders even if the displayed number was copied from a genuine filing.

FAQ

Is shares outstanding the same as free float?

No. Outstanding shares include holders or security positions that may be affiliates, contractually locked, restricted or otherwise unavailable for unrestricted public resale. Float is a narrower, holder- and date-sensitive estimate for the relevant traded class.

Does an S-1 registration make shares part of the float immediately?

No. Filing an S-1, having it declared effective, issuing the underlying shares, becoming legally eligible to resell and actually selling are separate events. In OLB, the 2,166,666-share filing concerned underlying shares issuable on warrant exercise, not 2,166,666 proven sales.

How many shares did SAIQ have at the October 1 close?

The shell-company Form 20-F reported 16,818,772 ordinary shares plus 12,997,400 Class F shares outstanding—29,816,172 across the two classes. This is not a standalone float figure. Separately, 34,967 of the pre-redemption CAC public-share cohort survived redemptions.

How many SAIQ public SPAC shares survived redemption?

34,967 of the 2,550,149 pre-redemption public-share cohort, after 2,515,182 shares were redeemed. That cohort should not be confused with the total tradable ordinary-share supply from all holders.

Did AMOD issue 51.62 million shares or 103.24 million shares?

The September 30 closing 8-K confirmed issuance of 51,621,560 new Class A shares and 51,621,560 separate warrants. The underlying warrant shares require exercise; treating both together as 103.24 million immediately issued basic shares would misstate the event.

Are restricted shares permanently unable to trade?

Not necessarily. Transfer restrictions and Rule 144 eligibility can change through time; registration, exemptions, affiliate status and contractual release provisions must be assessed on their actual dates. Restriction does not mean permanent impossibility.

Does a lock-up waiver prove a sale occurred?

No. SAIQ disclosed 282,857 sponsor-distribution shares released from a particular lock-up while 1,072,115 remained restricted by that agreement. Neither category alone proves a completed market sale.

Can the exact float of SAIQ, AMOD or OLB be calculated from these headline figures alone?

No. The cited evidence establishes specific share-class, issuance, redemption, lock-up and warrant states. A defensible unrestricted float also needs holder-level ownership and resale eligibility, the relevant date and the precise traded security class. We do not invent that missing number.

Methodology and Scope Note

This is an original Microcap Engine SEC-document case study prepared October 17, 2026. It uses public SEC submissions relating to WISeSat.Space Holdings Corp. / Columbus Acquisition Corp. (SAIQ), Alpha Modus Holdings, Inc. (AMOD), and The OLB Group, Inc. (OLB). Each figure records the legal/accounting category and measurement date reported in the source; all ratios and differences are simple reproducible arithmetic computed from those filing counts.

These three cases were selected because they illustrate different types of share-supply classification errors, not because they prove a quantitative incidence rate across the market. Figures involving different dates, classes, scenarios or legal states are intentionally not aggregated into a global float estimate. For SAIQ, the 2.55-million-share count describes a pre-redemption public cohort, and the 34,967 closing remainder is not presented as total float. For AMOD, 56,607,824 is the August 24 plus September 30 issuance bridge in the purchase agreement, subject to the agreement's capitalization qualifications. For OLB, resale registration does not certify warrant exercise or executed sales.

Published share states can change with subsequent filings, actual exercises, redemptions, waivers or resale eligibility. The figures are historical as-of facts, not live float estimates, offering advice, short availability data or investment recommendations.