true Q3 --04-30 0001482541 Yes Yes Unlimited Unlimited 0001482541 2025-05-01 2026-01-31 0001482541 BNCWW:CommonStock0.00001ParValueMember 2025-05-01 2026-01-31 0001482541 BNCWW:WarrantsToPurchaseCommonStockMember 2025-05-01 2026-01-31 0001482541 2026-03-13 0001482541 2026-01-31 2026-01-31 0001482541 2025-04-30 2025-04-30 0001482541 2026-01-31 0001482541 BNCWW:PredecessorMember 2025-04-30 0001482541 us-gaap:NonrelatedPartyMember 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:NonrelatedPartyMember 2025-04-30 0001482541 us-gaap:RelatedPartyMember 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:RelatedPartyMember 2025-04-30 0001482541 2025-04-30 0001482541 BNCWW:SuccessorMember 2026-01-31 2026-01-31 0001482541 BNCWW:PredecessorMember 2025-04-30 2025-04-30 0001482541 2025-11-01 2026-01-31 0001482541 2024-11-01 2025-01-31 0001482541 2025-06-07 2026-01-31 0001482541 2025-05-01 2025-06-06 0001482541 2024-05-01 2025-01-31 0001482541 BNCWW:PredecessorMember 2024-11-01 2025-01-31 0001482541 BNCWW:PredecessorMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember 2024-05-01 2025-01-31 0001482541 us-gaap:WarrantMember 2025-06-07 2026-01-31 0001482541 BNCWW:AtTheMarketOfferingAgreementMember 2025-06-07 2026-01-31 0001482541 us-gaap:CommonStockMember BNCWW:SuccessorMember 2025-10-31 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:SuccessorMember 2025-10-31 0001482541 us-gaap:RetainedEarningsMember BNCWW:SuccessorMember 2025-10-31 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:SuccessorMember 2025-10-31 0001482541 2025-10-31 0001482541 us-gaap:CommonStockMember BNCWW:SuccessorMember 2025-06-07 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:SuccessorMember 2025-06-07 0001482541 us-gaap:RetainedEarningsMember BNCWW:SuccessorMember 2025-06-07 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:SuccessorMember 2025-06-07 0001482541 2025-06-07 0001482541 us-gaap:CommonStockMember BNCWW:PredecessorMember 2025-04-30 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:PredecessorMember 2025-04-30 0001482541 us-gaap:RetainedEarningsMember BNCWW:PredecessorMember 2025-04-30 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:PredecessorMember 2025-04-30 0001482541 us-gaap:CommonStockMember BNCWW:PredecessorMember 2024-10-31 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:PredecessorMember 2024-10-31 0001482541 us-gaap:RetainedEarningsMember BNCWW:PredecessorMember 2024-10-31 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:PredecessorMember 2024-10-31 0001482541 BNCWW:PredecessorMember 2024-10-31 0001482541 us-gaap:CommonStockMember BNCWW:PredecessorMember 2024-04-30 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:PredecessorMember 2024-04-30 0001482541 us-gaap:RetainedEarningsMember BNCWW:PredecessorMember 2024-04-30 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:PredecessorMember 2024-04-30 0001482541 BNCWW:PredecessorMember 2024-04-30 0001482541 us-gaap:CommonStockMember BNCWW:SuccessorMember 2025-11-01 2026-01-31 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:SuccessorMember 2025-11-01 2026-01-31 0001482541 us-gaap:RetainedEarningsMember BNCWW:SuccessorMember 2025-11-01 2026-01-31 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:SuccessorMember 2025-11-01 2026-01-31 0001482541 us-gaap:CommonStockMember BNCWW:SuccessorMember 2025-06-08 2026-01-31 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:SuccessorMember 2025-06-08 2026-01-31 0001482541 us-gaap:RetainedEarningsMember BNCWW:SuccessorMember 2025-06-08 2026-01-31 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:SuccessorMember 2025-06-08 2026-01-31 0001482541 2025-06-08 2026-01-31 0001482541 us-gaap:CommonStockMember BNCWW:PredecessorMember 2025-05-01 2025-06-06 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:PredecessorMember 2025-05-01 2025-06-06 0001482541 us-gaap:RetainedEarningsMember BNCWW:PredecessorMember 2025-05-01 2025-06-06 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:PredecessorMember 2025-05-01 2025-06-06 0001482541 us-gaap:CommonStockMember BNCWW:PredecessorMember 2024-11-01 2025-01-31 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:PredecessorMember 2024-11-01 2025-01-31 0001482541 us-gaap:RetainedEarningsMember BNCWW:PredecessorMember 2024-11-01 2025-01-31 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:PredecessorMember 2024-11-01 2025-01-31 0001482541 us-gaap:CommonStockMember BNCWW:PredecessorMember 2024-05-01 2025-01-31 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:PredecessorMember 2024-05-01 2025-01-31 0001482541 us-gaap:RetainedEarningsMember BNCWW:PredecessorMember 2024-05-01 2025-01-31 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:PredecessorMember 2024-05-01 2025-01-31 0001482541 us-gaap:CommonStockMember BNCWW:SuccessorMember 2026-01-31 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:SuccessorMember 2026-01-31 0001482541 us-gaap:RetainedEarningsMember BNCWW:SuccessorMember 2026-01-31 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:SuccessorMember 2026-01-31 0001482541 us-gaap:CommonStockMember BNCWW:PredecessorMember 2025-06-06 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:PredecessorMember 2025-06-06 0001482541 us-gaap:RetainedEarningsMember BNCWW:PredecessorMember 2025-06-06 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:PredecessorMember 2025-06-06 0001482541 BNCWW:PredecessorMember 2025-06-06 0001482541 us-gaap:CommonStockMember BNCWW:PredecessorMember 2025-01-31 0001482541 us-gaap:AdditionalPaidInCapitalMember BNCWW:PredecessorMember 2025-01-31 0001482541 us-gaap:RetainedEarningsMember BNCWW:PredecessorMember 2025-01-31 0001482541 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNCWW:PredecessorMember 2025-01-31 0001482541 BNCWW:PredecessorMember 2025-01-31 0001482541 2025-06-06 0001482541 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2025-11-01 2026-01-31 0001482541 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2025-06-07 2026-01-31 0001482541 srt:ScenarioPreviouslyReportedMember 2025-11-01 2026-01-31 0001482541 srt:ScenarioPreviouslyReportedMember 2025-06-07 2026-01-31 0001482541 BNCWW:SecuritiesPurchaseAgreementMember 2025-08-05 2025-08-05 0001482541 us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember BNCWW:CustomerMember 2026-01-31 2026-01-31 0001482541 us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember BNCWW:CustomerOneMember 2024-05-01 2025-04-30 0001482541 us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember BNCWW:CustomerTwoMember 2024-05-01 2025-04-30 0001482541 us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember BNCWW:CustomerThreeMember 2024-05-01 2025-04-30 0001482541 BNCWW:JulyTwoThousandTwentyFiveEquityIncentivePlanMember 2025-07-01 2025-07-31 0001482541 BNCWW:JulyTwoThousandTwentyFiveEquityIncentivePlanMember srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember 2025-07-01 2025-07-31 0001482541 BNCWW:BinanceCoinMember 2026-01-31 0001482541 BNCWW:BTCMember 2026-01-31 0001482541 BNCWW:USDCMember 2026-01-31 0001482541 BNCWW:TetherMember 2026-01-31 0001482541 BNCWW:FatPandaGroupOfCompaniesMember 2025-06-06 2025-06-06 0001482541 BNCWW:FatPandaGroupOfCompaniesMember 2025-06-06 0001482541 BNCWW:FatPandaGroupOfCompaniesMember BNCWW:LenderMember 2025-06-06 0001482541 BNCWW:FatPandaGroupOfCompaniesMember 2026-01-31 0001482541 BNCWW:FatPandaGroupOfCompaniesMember srt:ScenarioPreviouslyReportedMember 2025-06-06 0001482541 BNCWW:FatPandaGroupOfCompaniesMember srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2025-06-06 0001482541 BNCWW:FatPandaGroupOfCompaniesMember 2025-06-06 0001482541 srt:ProFormaMember 2025-05-01 2026-01-31 0001482541 srt:ProFormaMember 2024-05-01 2025-01-31 0001482541 srt:ProFormaMember 2025-11-01 2026-01-31 0001482541 srt:ProFormaMember 2024-11-01 2025-01-31 0001482541 2024-05-01 2025-04-30 0001482541 2024-04-30 0001482541 us-gaap:VehiclesMember 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:VehiclesMember 2025-04-30 0001482541 us-gaap:LeaseholdImprovementsMember 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:LeaseholdImprovementsMember 2025-04-30 0001482541 us-gaap:ComputerEquipmentMember 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:ComputerEquipmentMember 2025-04-30 0001482541 us-gaap:MachineryAndEquipmentMember 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:MachineryAndEquipmentMember 2025-04-30 0001482541 us-gaap:FurnitureAndFixturesMember 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:FurnitureAndFixturesMember 2025-04-30 0001482541 BNCWW:SignsMember 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:SignsMember 2025-04-30 0001482541 BNCWW:ComputerSoftwareMember 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:ComputerSoftwareMember 2025-04-30 0001482541 BNCWW:EquipmentAndSystemsSalesMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:EquipmentAndSystemsSalesMember 2024-11-01 2025-01-31 0001482541 BNCWW:EquipmentAndSystemsSalesMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:EquipmentAndSystemsSalesMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember BNCWW:EquipmentAndSystemsSalesMember 2024-05-01 2025-01-31 0001482541 BNCWW:EngineeringAndOtherServicesMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:EngineeringAndOtherServicesMember 2024-11-01 2025-01-31 0001482541 BNCWW:EngineeringAndOtherServicesMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:EngineeringAndOtherServicesMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember BNCWW:EngineeringAndOtherServicesMember 2024-05-01 2025-01-31 0001482541 BNCWW:OtherSalesMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:OtherSalesMember 2024-11-01 2025-01-31 0001482541 BNCWW:OtherSalesMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:OtherSalesMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember BNCWW:OtherSalesMember 2024-05-01 2025-01-31 0001482541 BNCWW:RetailVapeSalesMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:RetailVapeSalesMember 2024-11-01 2025-01-31 0001482541 BNCWW:RetailVapeSalesMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:RetailVapeSalesMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember BNCWW:RetailVapeSalesMember 2024-05-01 2025-01-31 0001482541 BNCWW:EcommerceVapeSalesMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:EcommerceVapeSalesMember 2024-11-01 2025-01-31 0001482541 BNCWW:EcommerceVapeSalesMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:EcommerceVapeSalesMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember BNCWW:EcommerceVapeSalesMember 2024-05-01 2025-01-31 0001482541 BNCWW:FactoryDirectWholesaleVapeSalesMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:FactoryDirectWholesaleVapeSalesMember 2024-11-01 2025-01-31 0001482541 BNCWW:FactoryDirectWholesaleVapeSalesMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:FactoryDirectWholesaleVapeSalesMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember BNCWW:FactoryDirectWholesaleVapeSalesMember 2024-05-01 2025-01-31 0001482541 BNCWW:FranchiseFeeVapeSalesMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:FranchiseFeeVapeSalesMember 2024-11-01 2025-01-31 0001482541 BNCWW:FranchiseFeeVapeSalesMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:FranchiseFeeVapeSalesMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember BNCWW:FranchiseFeeVapeSalesMember 2024-05-01 2025-01-31 0001482541 BNCWW:OtherVapeSalesMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:OtherVapeSalesMember 2024-11-01 2025-01-31 0001482541 BNCWW:OtherVapeSalesMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember BNCWW:OtherVapeSalesMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember BNCWW:OtherVapeSalesMember 2024-05-01 2025-01-31 0001482541 country:US 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember country:US 2024-11-01 2025-01-31 0001482541 country:US 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember country:US 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember country:US 2024-05-01 2025-01-31 0001482541 country:CA 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember country:CA 2024-11-01 2025-01-31 0001482541 country:CA 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember country:CA 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember country:CA 2024-05-01 2025-01-31 0001482541 BNCWW:FatPandaIncMember 2025-06-04 0001482541 BNCWW:FatPandaIncMember 2025-06-04 2025-06-04 0001482541 BNCWW:FatPandaIncMember 2025-06-06 0001482541 BNCWW:FatPandaIncMember us-gaap:LongTermDebtMember 2025-06-06 0001482541 BNCWW:FatPandaIncMember us-gaap:LongTermDebtMember 2025-06-06 2025-06-06 0001482541 BNCWW:FatPandaIncMember us-gaap:ConvertibleDebtMember 2025-06-06 0001482541 BNCWW:RelatedPartyPromissoryNoteMember 2026-01-31 0001482541 BNCWW:RelatedPartyConvertiblePromissoryMember 2026-01-31 0001482541 2026-02-24 2026-02-24 0001482541 2024-10-28 2024-10-28 0001482541 BNCWW:OptimaConsultingServicesLLCMember 2025-05-09 2025-05-09 0001482541 2023-10-20 2023-10-20 0001482541 us-gaap:LeaseAgreementsMember 2026-01-31 0001482541 us-gaap:LeaseAgreementsMember 2021-07-28 0001482541 BNCWW:SeriesCJuniorParticipatingPreferredStockMember 2025-12-26 0001482541 2025-12-26 2025-12-26 0001482541 us-gaap:CommonStockMember 2025-08-01 2025-08-31 0001482541 us-gaap:CommonStockMember 2025-08-31 0001482541 us-gaap:WarrantMember 2025-08-01 2025-08-31 0001482541 BNCWW:StapledWarrantsMember 2025-08-01 2025-08-31 0001482541 2025-08-05 0001482541 2025-08-05 2025-08-05 0001482541 BNCWW:AtTheMarketOfferingAgreementMember srt:MaximumMember 2025-08-25 2025-08-25 0001482541 us-gaap:CommonStockMember 2025-06-07 2026-01-31 0001482541 BNCWW:StockRepurchaseAgreementMember us-gaap:CommonStockMember 2025-11-01 2026-01-31 0001482541 BNCWW:StockRepurchaseAgreementMember us-gaap:CommonStockMember 2025-06-07 2026-01-31 0001482541 BNCWW:TwoThousandAndSeventeenEquityPlanMember 2017-01-01 2017-12-31 0001482541 BNCWW:TwoThousandAndSeventeenEquityPlanMember 2025-05-01 2026-01-31 0001482541 BNCWW:TwoThousandAndSeventeenEquityPlanMember us-gaap:RestrictedStockMember 2025-05-01 2026-01-31 0001482541 BNCWW:TwoThousandAndSeventeenEquityPlanMember BNCWW:NonQualifiedStockOptionMember 2026-01-31 0001482541 BNCWW:TwoThousandTwentyOneEquityPlanMember 2021-03-22 0001482541 BNCWW:TwoThousandTwentyOneEquityPlanMember 2025-05-01 2026-01-31 0001482541 us-gaap:RestrictedStockUnitsRSUMember 2025-05-01 2026-01-31 0001482541 BNCWW:TwoThousandTwentyOneEquityPlanMember us-gaap:RestrictedStockMember 2025-05-01 2026-01-31 0001482541 us-gaap:StockOptionMember 2025-05-01 2026-01-31 0001482541 BNCWW:TwoThousandTwentyOneEquityPlanMember BNCWW:NonQualifiedStockOptionMember 2026-01-31 0001482541 BNCWW:TwoThousandTwentyFiveEquityPlanMember 2025-07-25 0001482541 BNCWW:TwoThousandTwentyFiveEquityPlanMember 2025-05-01 2026-01-31 0001482541 BNCWW:TwoThousandTwentyFiveEquityPlanMember 2026-01-31 0001482541 BNCWW:EmployeeAndConsultantMember BNCWW:NonQualifiedStockOptionsMember BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2025-06-07 2026-01-31 0001482541 us-gaap:RestrictedStockUnitsRSUMember BNCWW:EmployeeAndConsultantMember 2025-06-07 2025-07-31 0001482541 BNCWW:NonQualifiedStockOptionsMember BNCWW:EmployeeAndConsultantMember 2025-06-07 2025-07-31 0001482541 us-gaap:RestrictedStockUnitsRSUMember srt:DirectorMember 2025-07-27 2025-07-27 0001482541 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonStockMember 2025-07-27 2025-07-27 0001482541 us-gaap:RestrictedStockUnitsRSUMember BNCWW:DirectorsAndEmployeesMember 2025-06-07 2026-01-31 0001482541 BNCWW:StockBasedCompensationWarrantsMember 2025-08-05 2025-08-05 0001482541 BNCWW:StockBasedCompensationWarrantsMember 2025-08-05 0001482541 BNCWW:AssetManagementAgreementMember 2025-08-05 2025-08-05 0001482541 BNCWW:AssetManagementAgreementMember 2025-08-05 0001482541 BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2025-05-01 2026-01-31 0001482541 BNCWW:EmployeeAndConsultantMember BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2025-06-06 0001482541 BNCWW:EmployeeAndConsultantMember BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2025-06-07 2025-06-07 0001482541 BNCWW:EmployeeAndConsultantMember BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2025-06-07 2026-01-31 0001482541 BNCWW:EmployeeAndConsultantMember BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2026-01-31 0001482541 srt:DirectorMember BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2025-06-06 0001482541 srt:DirectorMember BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2025-06-07 2025-06-07 0001482541 srt:DirectorMember BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2025-06-07 2026-01-31 0001482541 srt:DirectorMember BNCWW:TwoThousandAndSeventeenEquityPlanAndTwoThousandAndTwentyOneEquityPlanMember 2026-01-31 0001482541 BNCWW:TwoThousandAndTwentyFiveEquityPlanMember BNCWW:DirectorsAndEmployeesMember us-gaap:RestrictedStockUnitsRSUMember 2025-06-06 0001482541 BNCWW:TwoThousandAndTwentyFiveEquityPlanMember BNCWW:DirectorsAndEmployeesMember us-gaap:RestrictedStockUnitsRSUMember 2025-06-07 2026-01-31 0001482541 BNCWW:TwoThousandAndTwentyFiveEquityPlanMember BNCWW:DirectorsAndEmployeesMember us-gaap:RestrictedStockUnitsRSUMember 2026-01-31 0001482541 BNCWW:PrefundedWarrantsMember 2025-08-05 2025-08-05 0001482541 BNCWW:StapledWarrantsMember 2025-08-05 2025-08-05 0001482541 BNCWW:MonteCarloMember 2025-05-01 2026-01-31 0001482541 us-gaap:FairValueInputsLevel3Member 2025-08-04 0001482541 us-gaap:FairValueInputsLevel3Member 2025-08-05 2025-08-05 0001482541 us-gaap:FairValueInputsLevel3Member 2025-08-05 0001482541 us-gaap:FairValueInputsLevel3Member 2026-01-31 0001482541 us-gaap:FairValueInputsLevel3Member 2025-05-01 2026-01-31 0001482541 BNCWW:StapledWarrantsMember 2025-05-01 2026-01-31 0001482541 BNCWW:StapledWarrantsMember 2026-01-31 0001482541 BNCWW:PrefundedWarrantsMember 2025-05-01 2026-01-31 0001482541 BNCWW:PrefundedWarrantsMember 2026-01-31 0001482541 BNCWW:InvestorWarrantsMember 2025-05-01 2026-01-31 0001482541 BNCWW:InvestorWarrantsMember 2026-01-31 0001482541 BNCWW:TwoThousandAndTwentyTwoUnderwriterWarrantsMember 2025-05-01 2026-01-31 0001482541 BNCWW:TwoThousandAndTwentyTwoUnderwriterWarrantsMember 2026-01-31 0001482541 BNCWW:SuccessorMember 2025-11-01 2026-01-31 0001482541 BNCWW:SuccessorMember 2025-06-07 2026-01-31 0001482541 BNCWW:SuccessorMember us-gaap:WarrantMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:WarrantMember 2024-11-01 2025-01-31 0001482541 BNCWW:SuccessorMember us-gaap:WarrantMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:WarrantMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember us-gaap:WarrantMember 2024-05-01 2025-01-31 0001482541 BNCWW:SuccessorMember us-gaap:EmployeeStockOptionMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:EmployeeStockOptionMember 2024-11-01 2025-01-31 0001482541 BNCWW:SuccessorMember us-gaap:EmployeeStockOptionMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:EmployeeStockOptionMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember us-gaap:EmployeeStockOptionMember 2024-05-01 2025-01-31 0001482541 BNCWW:SuccessorMember us-gaap:RestrictedStockUnitsRSUMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:RestrictedStockUnitsRSUMember 2024-11-01 2025-01-31 0001482541 BNCWW:SuccessorMember us-gaap:RestrictedStockUnitsRSUMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:RestrictedStockUnitsRSUMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember us-gaap:RestrictedStockUnitsRSUMember 2024-05-01 2025-01-31 0001482541 BNCWW:SuccessorMember us-gaap:ConvertibleDebtSecuritiesMember 2025-11-01 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:ConvertibleDebtSecuritiesMember 2024-11-01 2025-01-31 0001482541 BNCWW:SuccessorMember us-gaap:ConvertibleDebtSecuritiesMember 2025-06-07 2026-01-31 0001482541 BNCWW:PredecessorMember us-gaap:ConvertibleDebtSecuritiesMember 2025-05-01 2025-06-06 0001482541 BNCWW:PredecessorMember us-gaap:ConvertibleDebtSecuritiesMember 2024-05-01 2025-01-31 0001482541 us-gaap:RestrictedStockUnitsRSUMember 2025-11-01 2026-01-31 0001482541 us-gaap:RestrictedStockUnitsRSUMember 2025-06-07 2026-01-31 0001482541 us-gaap:DomesticCountryMember 2026-01-31 0001482541 us-gaap:StateAndLocalTaxJurisdictionOtherMember 2026-01-31 0001482541 BNCWW:OwnershipMember 2026-01-31 0001482541 country:CA 2025-10-31 0001482541 2025-07-04 2025-07-04 0001482541 BNCWW:TwoThousandTwentyFiveAgreementMember BNCWW:MrNicholasJEttenMember 2025-05-01 2026-01-31 0001482541 BNCWW:TwoThousandTwentyFiveAgreementMember BNCWW:MrNicholasJEttenMember 2025-11-01 2026-01-31 0001482541 BNCWW:TwoThousandTwentyFiveAgreementMember BNCWW:MrNicholasJEttenMember 2025-06-07 2026-01-31 0001482541 BNCWW:TwoThousandTwentyFiveAgreementMember BNCWW:MrNicholasJEttenMember us-gaap:SubsequentEventMember 2026-03-15 2026-03-15 0001482541 BNCWW:JordanVedoyaMember 2025-06-05 2025-06-06 0001482541 BNCWW:JordanVedoyaMember 2025-06-06 0001482541 BNCWW:JordanVedoyaMember us-gaap:RelatedPartyMember 2025-06-06 0001482541 BNCWW:CEAIndustrySegmentMember 2025-11-01 2026-01-31 0001482541 BNCWW:BNBTreasuryManagementMember 2025-11-01 2026-01-31 0001482541 us-gaap:CorporateMember 2025-11-01 2026-01-31 0001482541 BNCWW:CEAIndustrySegmentMember 2026-01-31 0001482541 BNCWW:BNBTreasuryManagementMember 2026-01-31 0001482541 us-gaap:CorporateMember 2026-01-31 0001482541 2024-08-01 2024-10-31 0001482541 BNCWW:CEAIndustrySegmentMember BNCWW:PredecessorMember 2024-11-01 2025-01-31 0001482541 BNCWW:BNBTreasuryManagementMember 2024-11-01 2025-01-31 0001482541 us-gaap:CorporateMember 2024-11-01 2025-01-31 0001482541 BNCWW:CEAIndustrySegmentMember 2025-01-31 0001482541 BNCWW:BNBTreasuryManagementMember 2025-01-31 0001482541 us-gaap:CorporateMember 2025-01-31 0001482541 2025-01-31 0001482541 BNCWW:CEAIndustrySegmentMember 2025-06-07 2026-01-31 0001482541 BNCWW:BNBTreasuryManagementMember 2025-06-07 2026-01-31 0001482541 us-gaap:CorporateMember 2025-06-07 2026-01-31 0001482541 BNCWW:CEAIndustrySegmentMember BNCWW:PredecessorMember 2025-05-01 2025-06-30 0001482541 2024-05-01 2024-10-31 0001482541 BNCWW:CEAIndustrySegmentMember BNCWW:PredecessorMember 2024-05-01 2025-01-31 0001482541 BNCWW:BNBTreasuryManagementMember 2024-05-01 2025-01-31 0001482541 us-gaap:CorporateMember 2024-05-01 2025-01-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure BNCWW:Segment iso4217:CAD iso4217:CAD xbrli:shares utr:sqft BNCWW:Integer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41266

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Nevada

27-3911608

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

385 South Pierce Avenue, Suite C
Louisville, Colorado		80027
(Address of principal executive offices)		(Zip code)

(303) 993-5271

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	BNC	Nasdaq Capital Market
Warrants to purchase common stock	BNCW	Nasdaq Capital Market
Preferred stock purchase rights		Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of March 13, 2026, the number of outstanding shares of common stock of the registrant was 42,895,841.

CEA Industries Inc.

Amendment No. 1 to Quarterly Report on Form 10-Q/A

For the Quarterly Period Ended January 31, 2026

In this Amendment No. 1 to Quarterly Report on Form 10-Q/A, unless otherwise indicated, the “Company”, “we”, “us” or “our” refer to CEA Industries Inc. and, where appropriate, its wholly owned subsidiaries.

Explanatory Note

Introduction

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of the Company for the three months ended January 31, 2026 and the period from June 7, 2025 through January 31, 2026 (the “Successor period”) and the period from May 1, 2025 through June 6, 2025 (the “Predecessor period”), originally filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026 (the “Original Filing”). On June 11, 2026, the Company’s management, with the concurrence of the Audit Committee of the Board of Directors, concluded that the previously issued condensed consolidated financial statements included in the Original Filing should no longer be relied upon due to an error in the calculation of the weighted-average number of shares outstanding used in determining basic and diluted earnings per share (“EPS”).

Impact of the Restatement

The error affects only the EPS denominator (weighted-average shares); it has no effect on net income (loss), total assets, total liabilities, stockholders’ equity, revenue, or cash flows, and net income (loss) available to common stockholders is unchanged in each affected period. The error resulted in an understatement of basic and diluted weighted-average shares outstanding, which in turn understated both basic and diluted EPS for the three months ended January 31, 2026 and overstated both basic and diluted EPS for the Successor period from June 7, 2025 through January 31, 2026.

The error resulted in an understatement of basic and diluted weighted average number of shares outstanding, which in turn understated or overstated basic and diluted EPS for the affected periods as follows:

Three months ended January 31, 2026:

	●	Basic and diluted weighted average number of shares understated by 2,376,236 shares
	●	Basic and diluted EPS understated by $0.08

Successor period from June 7, 2025 through January 31, 2026:

	●	Basic weighted average number of shares understated by 21,806,662 shares
	●	Diluted weighted average number of shares understated by 21,806,663 shares
	●	Basic EPS overstated by $4.26
	●	Diluted EPS overstated by $4.21

Amended Items

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following Items of the Original Filing have been partially amended and the complete text of those Items, as originally filed and as amended herein, is set out in this Amendment:

Part I – Item 1. Financial Statements (Unaudited), including the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and the Notes to Condensed Consolidated Financial Statements

Part II – Item 6. Exhibits

The error affected the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), the Earnings Per Share note within the Notes to Condensed Consolidated Financial Statements.

Restatement and Correction

The Company evaluated the error in accordance with SEC Staff Accounting Bulletin No. 99, Materiality, and concluded that the error is material to the previously issued condensed consolidated financial statements because it affects a separately presented, required primary metric central to investor valuation, is precisely measurable, overstated favorable per-share performance, and arose from a systemic methodology error. When previously issued condensed consolidated financial statements are determined to be materially misstated, they are corrected by restatement. Accordingly, the Company has revised the affected condensed consolidated financial statements and related disclosures to reflect the correction of basic and diluted weighted-average shares outstanding and basic and diluted EPS.

Internal Control Considerations

As disclosed in the Original Filing, management had previously concluded that the Company’s disclosure controls and procedures were not effective as of January 31, 2026 due to a material weakness in internal control over financial reporting. The error reported in this Amendment relates to the existing material weakness. Management is continuing to implement remediation measures.

Table of Contents

		Page
PART I — FINANCIAL INFORMATION		2

Item 1. Financial Statements (Unaudited)		2

Condensed Consolidated Balance Sheets as of January 31, 2026 (Successor) (Unaudited) and April 30, 2025 (Predecessor) (Audited)		2

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended January 31, 2026 (Successor) and the Three Months Ended January 31, 2025 (Predecessor), for the Period from June 7, 2025 through January 31, 2026 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Nine Months Ended January 31, 2025 (Predecessor) (Unaudited)		3

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended January 31, 2026, for the Period from June 7, 2025 through January 31, 2026 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), the Three Months Ended January 31, 2025 (Predecessor) and the Nine Months Ended January 31, 2025 (Predecessor) (Unaudited)		4

Condensed Consolidated Statements of Cash Flows for the Period from June 7, 2025 through January 31, 2026 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Nine Months Ended January 31, 2025 (Predecessor) (Unaudited)		5

Notes to the Condensed Consolidated Unaudited Financial Statements		6

PART II — OTHER INFORMATION		29

Item 6. Exhibits		29

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEA Industries Inc.

Condensed Consolidated Balance Sheets

	Successor		Predecessor
	January 31, 2026		April 30, 2025
	(Unaudited)		(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	11,323,024	$	2,148,606
Accounts receivable, net		66,016		228,507
Related parties receivables, net		-		668,301
Receivables, net		-		668,301
Contract assets, net		233,274		-
Digital assets, current		6,343,853
Inventory, net		3,864,974		3,293,947
Prepaid expenses and other		442,063		119,012
Income tax receivable		185,202		-
Total current assets		22,458,406		6,458,373
Non-current assets
Property and equipment, net		270,133		322,880
Intangible assets, net		4,917,213		-
Digital assets, net of current portion		402,836,035		-
Goodwill		4,170,151		-
Deposits		235,037		217,379
Deferred tax assets		-		154,951
Operating lease right-of-use asset		1,886,600		1,890,013
Total non-current assets		414,315,169		2,585,223

TOTAL ASSETS	$	436,773,575	$	9,043,596

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	6,283,380	$	2,255,445
Deferred revenue		501,182		-
Related party note payable		367,150		-
Income taxes payable		13,054		105,476
Current portion of operating lease liability		709,245		528,914
Promissory note payable		694,684		-
Royalty liabilities		-		18,051
Total current liabilities		8,568,695		2,907,886

Non-current liabilities
Operating lease liability, net of current portion		1,236,830		1,374,639
Deferred tax liabilities		1,263,118		-
Convertible promissory note payable		750,022		-
Warrant liabilities - stapled warrants		60,070,872		-
Total non-current liabilities		63,320,842		1,374,639

TOTAL LIABILITIES		71,889,537		4,282,525

Commitments and contingencies (Note 12)

SHAREHOLDERS’ EQUITY
Successor
Common stock $0.00001 par value; 200,000,000 authorized; 43,673,955 shares issued and outstanding		437		-
Common stock, unlimited authorized; 1,410 shares issued and outstanding		-		401
Additional paid-in capital		235,422,023		-
Retained earnings		129,420,280		4,837,746
Accumulated other comprehensive income (loss)		41,298		(77,076	)
Total shareholders’ equity		364,884,038		4,761,071

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	436,773,575	$	9,043,596

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

CEA Industries Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	Successor			Predecessor			Successor			Predecessor		Predecessor
	Successor			Predecessor			Successor			Predecessor
	Three Months Ended January 31, 2026			Three Months Ended January 31, 2025			Period from June 7, 2025 through January 31, 2026			Period from May 1 through June 6, 2025		Nine Months Ended January 31, 2025
	As Restated						As Restated
Revenue	$	7,334,626		$	6,908,817		$	19,055,752		$	2,927,689	$	21,313,671
Cost of revenue		5,571,329			5,146,901			13,827,593			2,001,537		13,824,712
Gross profit		1,763,297			1,761,916			5,228,159			926,152		7,488,959

Operating expenses
Advertising and marketing expenses		284,366			191,531			5,010,953			63,202		490,008
Unrealized loss on digital assets		159,791,308			-			45,757,590			-		-
Selling, general and administrative expenses		5,997,657			612,731			34,599,188			842,348		4,798,756
Total operating expenses		166,073,331			804,262			85,367,731			905,550		5,288,764

Operating income (loss)		(164,310,034	)		957,654			(80,139,572	)		20,602		2,200,195

Other income (expense), net
Airdrop income		1,265,452			-			7,093,030			-		-
Gain on change in fair value of warrant liability		38,061,767			-			244,879,854			-		-
Interest expense		(158,330	)		-			(822,607	)		-		-
Other income (expense), net		176,792			-			(80,223	)		-		-
Total other income, net		39,345,681			-			251,070,054			-		-

Income (loss) before income tax expense (benefit)		(124,964,353	)		957,654			170,930,482			20,602		2,200,195

Income tax expense (benefit)		(18,392,213	)		184,337			(291,754	)		1,589		426,838

Net income (loss)	$	(106,572,140	)	$	773,317		$	171,222,236		$	19,013	$	1,773,357

Other comprehensive income (loss)
Foreign currency translation adjustment		90,848		$	(248,695	)		41,298			34,825		(237,911	)

Total comprehensive income (loss)	$	(106,481,292	)	$	524,622		$	171,263,534		$	53,838	$	1,535,446

Net income (loss) per share of common stock attributable to common stockholders
Basic	$	(1.92	)	$	548.45		$	4.03		$	13.48	$	1,257.70
Diluted	$	(1.92	)	$	548.45		$	4.02		$	13.48	$	1,257.70

Weighted average number of common shares outstanding
Basic		55,556,553			1,410			42,472,676			1,410		1,410
Diluted		55,556,553			1,410			42,606,699			1,410		1,410

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

CEA Industries Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

	Number of Shares			Amount			Paid in Capital			Retained Earnings			Comprehensive Income (Loss)			Total
	Common Stock						Additional Paid in			Retained			Accumulated Other Comprehensive
	Number of Shares			Amount			Capital			Earnings			Income (Loss)			Total
Successor
Balance, November 1, 2025		45,321,002		$	454		$	248,946,201		$	235,992,420		$	(49,550	)	$	484,889,525
Repurchase of common stock		(1,647,047	)		(17	)		(8,883,941	)					-			(8,883,958	)
Stock based compensation expense		-						(4,640,237	)								(4,640,237	)
Foreign currency translation adjustment														90,848			90,848
Net loss											(106,572,140	)					(106,572,140	)
Balance, January 31, 2026		43,673,955		$	437		$	235,422,023		$	129,420,280		$	41,298		$	364,884,038

	Common Stock						Additional Paid in			Retained			Accumulated Other Comprehensive
	Number of Shares			Amount			Capital			Earnings			Income (Loss)		Total
Successor
Balance, June 7, 2025		802,346		$	8		$	49,613,146		$	(41,801,956	)	$	-	$	7,811,198
Common shares issued to directors on settlement of restricted stock units		4,189			-			49,379			-			-		49,379
Stock based compensation expense		-			-			10,841			-			-		10,841
Common shares issued on acquisition of Fat Panda		39,000			1			313,950			-			-		313,951
Issuance of shares and warrants in private offering, net of issuance costs of $18,530,076		41,754,478			418			185,775,901			-			-		185,776,319
Issuance of 856,275 shares via ATM, net of issuance costs		856,275			8			12,928,313			-			-		12,928,321
Exercise of warrants		2,393,884			24						-			-		24
Repurchase of common stock		(2,176,217	)		(22	)		(13,269,507	)		-			-		(13,269,529	)
Foreign currency translation adjustment		-			-			-			-			41,298		41,298
Net income		-			-			-			171,222,236			-		171,222,236
Balance, January 31, 2026		43,673,955		$	437		$	235,422,023		$	129,420,280		$	41,298	$	364,884,038

	Shares		Amount		Capital		Earnings		Income (Loss)			Total
	Common Stock				Additional Paid in		Retained		Accumulated Other Comprehensive
	Shares		Amount		Capital		Earnings		Income (Loss)			Total
Predecessor
Balance, May 1, 2025		1,410	$	401	$	-	$	4,837,746	$	(77,076	)	$	4,761,071
Foreign currency translation adjustment		-		-		-		-		34,825			34,825
Net income		-		-		-		19,013		-			19,013
Balance, June 6, 2025		1,410	$	401	$	-	$	4,856,759	$	(42,251	)	$	4,814,909

	Common Stock				Additional Paid in		Retained		Accumulative Other Comprehensive
	Shares		Amount		Capital		Earnings		Income			Total
Predecessor
Balance, November 1, 2024		1,410	$	401	$	-	$	5,267,857	$	(65,373	)	$	5,202,885
Foreign currency translation adjustment		-		-		-		-		(248,695	)		(248,695	)
Net income		-		-		-		773,317		-			773,317
Balance, January 31, 2025		1,410	$	401	$	-	$	6,041,174	$	(314,068	)	$	5,727,507

	Common Stock				Additional Paid in		Retained		Accumulative Other Comprehensive
	Shares		Amount		Capital		Earnings		Income			Total
Predecessor
Balance, May 1, 2024		1,410	$	401	$	-	$	4,267,817	$	(76,157	)	$	4,192,061
Foreign currency translation adjustment		-		-		-		-		(237,911	)		(237,911	)
Net income		-		-		-		1,773,357		-			1,773,357
Net income (loss)		-		-		-		1,773,357		-			1,773,357
Balance, January 31, 2025		1,410	$	401	$	-	$	6,041,174	$	(314,068	)	$	5,727,507

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

CEA Industries Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Successor			Predecessor			Predecessor
	Period from June 7 through January 31, 2026			Period from May 1 through Jun 6, 2025			Period from May 1 through January 31, 2025
Cash flows from operating activities
Net income	$	171,222,236		$	19,013		$	1,773,357
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization		396,947			13,258			82,668
Share-based compensation		60,220			-			-
Amortization of debt discount		112,750			-			-
Non-cash income from airdrops		(7,093,030	)		-			-
Non-cash fees paid in digital assets		604,155
Unrealized loss on digital assets		45,757,590			-			-
Change in fair value of warrant liabilities		(244,879,854	)		-
Loss on disposal of assets		580			-			-
Changes in operating assets and liabilities:
Accounts receivable		67,051			53,226			39,578
Income taxes payable		(276,404	)		1,589			363,326
Inventory		(160,671	)		(362,569	)		135,280
Prepaid expenses		1,183,283			6,632			(66,065	)
Accounts payable and accrued liabilities		837,435			35,336			(2,501,351	)
Lease liabilities		24,347			256			49,548
Deferred revenue		34,967			-			-
Royalty		-			(5,183	)		(21,988	)
Related parties		-			-			(19,493	)
Contract assets		1,054			-			-
Deferred tax asset		-			-			(140,869	)
Net cash used in operating activities		(32,107,342	)		(238,442	)		(306,009	)

Cash flows from investing activities
Cash paid for acquisitions of Fat Panda		(10,398,134	)		-			-
Purchase of digital assets		(175,250,249	)		-			-
Purchases of property and equipment		(9,437	)		-			(56,153	)
Net cash used in investing activity		(185,657,820	)		-			(56,153	)

Cash flows from financing activities
Proceeds from notes payable		3,910,282			-			-
Proceeds from issuance of common stock and warrants in PIPE offering		226,837,431			-			-
Issuance cost of common stock and warrants in PIPE offering		(9,308,741	)		-			-
Proceeds from issuance of common stock		12,928,321			-			-
Warrants exercised		24			-			-
Repurchase of shares		(12,774,165	)		-			-
Repayments from notes payable		(3,972,088	)
Net cash provided by financing activity		217,621,064			-			-

Net decrease in cash and cash equivalents		(144,098	)		(238,442	)		(362,162	)
Effect of exchange rate changes on cash and cash equivalents		12,076			13,620			(90,835	)
Cash and cash equivalents, beginning of period		11,455,046			2,148,606			2,076,614
Cash and cash equivalents, end of period	$	11,323,024		$	1,923,784		$	1,623,617

Non-cash Investing and Financing Activities:
Proceeds from issuance of common stock for Fat Panda acquisition	$	(313,950	)	$	-		$	-
Accrued share repurchase liability	$	(495,365	)	$	-		$	-
CRA indemnity note	$	361,596		$	-		$	-
Issuance of related party notes for Fat Panda acquisition	$	1,262,158		$	-		$	-
In-kind digital assets contribution received against issuance of equity and warrants in PIPE offerings	$	273,198,354		$	-		$	-
In-kind digital assets acquired from PIPE offerings proceeds	$	(273,198,354	)	$	-		$	-
Supplemental cash flow information
Cash paid for interest	$	600,000		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	570,644

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

CEA Industries Inc.

Notes to Condensed Consolidated Statements Financial Statements

(Unaudited)

Note 1 – Restatement of Previously Issued Financial Statements and Nature of Operations

Subsequent to the issuance of the Company’s previously filed unaudited condensed consolidated financial statements for the three months ended January 31, 2026 and the period from June 7, 2025 through January 31, 2026 (the “Successor” period), the Company identified an error in the calculation of the basic and diluted weighted-average number of shares outstanding used to determine basic and diluted EPS. The error understated the basic and diluted weighted-average number of shares outstanding and, as a result, understated basic and diluted EPS for the three months ended January 31, 2026 and overstated basic and diluted EPS for the period from June 7, 2025 through January 31, 2026. Management identified the error in connection with the preparation of the Company’s Annual Report on Form 10-K for the fiscal year ending April 30, 2026.

The restatement impacts only the basic and diluted weighted-average number of shares outstanding and basic and diluted EPS. The restatement had no impact on revenues, expenses, net income (loss), income (loss) before income taxes, total assets, total liabilities, stockholders’ equity, retained earnings or other components of equity, cash flows, or shares of common stock outstanding at period end. Net income (loss) available to common stockholders is unchanged for each affected period.

The following table summarizes the effect of the restatement on the per-share data and weighted-average shares outstanding in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2026 and the successor period from June 7, 2025 through January 31, 2026. The amounts presented represent the (overstatement)/understatement of the previously reported figures:

Schedule of Restatement

	Successor		Successor
	Three Months		Period from June 7, 2025
	Ended		through
	January 31, 2026		January 31, 2026
(Overstatement)/Understatement
Basic Net Income per share	$	0.08	$	(4.26	)
Diluted Net Income per share	$	0.08	$	(4.21	)
Basic weighted average number of common shares outstanding		2,376,236		21,806,662
Diluted weighted average number of common shares outstanding		2,376,236		21,806,663

The restatement impacted the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and the Earnings per Share note within the Notes to Condensed Consolidated Financial Statements. No other financial statement items were affected.

Accordingly, the Company has restated the previously issued financial statements for the periods presented to correct the errors described above. Management believes the restated financial statements present fairly, in all material respects, the Company’s financial position and results of operations for the periods presented.

The following table sets forth the impact of the restatement on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2026 and the successor period from June 7, 2025 through January 31, 2026, presented as a bridge from the amounts as previously reported to the restatement adjustment and the amounts as restated.

Condensed Consolidated Statement of Operations (Unaudited)

		Successor			Successor		Successor			Successor		Successor			Successor
	Successor
	Three Months Ended January 31, 2026								Period from June 7, 2025 through January 31, 2026
	As Previously Reported			Restatement Adjustments		As Restated			As Previously Reported		Restatement Adjustments			As Restated

Net income (loss)	$	(106,572,140	)	$	-	$	(106,572,140	)	$	171,222,236	$	-		$	171,222,236


Net income per share of common stock attributable to common stockholders
Basic	$	(2.00	)	$	0.08	$	(1.92	)	$	8.29	$	(4.26	)	$	4.03
Diluted	$	(2.00	)	$	0.08	$	(1.92	)	$	8.23	$	(4.21	)	$	4.02

Weighted average number of common shares outstanding
Basic		53,180,317			2,376,236		55,556,553			20,666,014		21,806,662			42,472,676
Diluted		53,180,317			2,376,236		55,556,553			20,800,037		21,806,663			42,606,699

Nature of Operations

Description of Business

CEA Industries Inc. (the “Company”) was incorporated under the laws of the State of Nevada on October 14, 2009, and is headquartered in Louisville, Colorado. Historically, the Company operated a portfolio of consumer and commercial businesses, including climate control systems for controlled environment agriculture and retail operations in the vaping industry.

In August 2025, the Company initiated a strategic transformation by adopting a digital asset treasury strategy focused exclusively on BNB, the native token of the BNB Chain. Through its wholly owned subsidiary, CEA BRS LLC, a Delaware limited liability company and the sole stockholder of BNC BNB Cayman, a Cayman Islands exempt company, the Company seeks to build and manage the largest corporate treasury of BNB, providing institutional-grade exposure to blockchain infrastructure and decentralized finance (DeFi).

The Company’s treasury operations currently include acquiring and holding BNB and the Company may generate income from airdrops received in connection with its BNB holdings. The Company may in the future generate returns through additional digital asset-related activities such as validation services, lending, and other decentralized finance protocols, though no BNB is currently staked or pledged. The Company’s BNB-focused Digital Asset Treasury (“DAT”) strategy was on August 5, 2025, following the closing of a private placement that raised approximately $500 million (the “PIPE Transaction”), with up to $750 million in additional proceeds available through warrant exercises. Under the DAT strategy, BNB is the primary treasury reserve asset.

In connection with this strategic shift, the Company changed its Nasdaq ticker symbol from “VAPE” to “BNC” on August 6, 2025, reflecting the Company’s strategic focus on BNB as its primary treasury asset while continuing its core business operations. While the Company continues to operate its legacy business and beginning in the second fiscal quarter ended October 31, 2025, its financial results also reflect the implementation of its DAT.

Additionally, on June 6, 2025 (the “Acquisition Date”), the Company completed the acquisition of Fat Panda Ltd. and its related entities (“Fat Panda”) (the “Fat Panda Acquisition”), entering the Canadian nicotine vape industry. This acquisition aligned with the Company’s strategy at that time to focus on high-growth, regulated consumer markets and provide a vertically integrated infrastructure to support retail expansion and e-commerce capabilities.

Note 2 – Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the successor period from June 7, 2025 to January 31, 2026 and the predecessor period from May 1, 2025 to June 6, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2026.

The balance sheet information as of April 30, 2025, has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto contained in the Transitional Annual Report on Form 10-KT for the four months ended April 30, 2025.

On the Acquisition Date, the Company completed the Fat Panda Acquisition. As described in Note 4 – Business Combination, the Company has been identified as the accounting acquirer (the “Successor”) and Fat Panda as the accounting predecessor (the “Predecessor”) in accordance with the acquisition method of accounting under ASC 805, Business Combinations. As a result of this designation, the financial statements reflect a change in reporting entity. Financial information for periods prior to the Acquisition Date represents the historical operations of Fat Panda and is labelled as “Predecessor.” Financial information for periods beginning on and after the Acquisition Date reflects the operations of the combined entity under the control of the Company and is labelled as “Successor” since the company operations prior to the acquisition were insignificant relative to those of Fat Panda. The merger was accounted for as a business combination using the acquisition method of accounting. The Successor financial statements reflect a new basis of accounting based on the fair value of the identifiable net assets acquired. Determining the fair value of certain assets and liabilities assumed involves significant judgment and the use of estimates and assumptions. See Business Combinations below for additional information on the fair values of assets and liabilities recorded in connection with the Fat Panda Acquisition.

As a result of applying the acquisition method of accounting as of the Acquisition Date, the accompanying condensed consolidated financial statements include a black line division to distinguish between the Predecessor and Successor reporting entities. These entities are presented on different bases and are therefore not comparable. The lack of comparability is primarily due to the impacts of the Fat Panda Acquisition, including the remeasurement of acquired assets and assumed liabilities at fair value in the Successor condensed consolidated financial statements.

Use of Estimates and Assumptions

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements and the notes. Actual results may ultimately differ materially from those estimates.

Digital Assets

In December 2023, the FASB issued ASU 2023-08, Digital Assets, which provides guidance on the recognition, measurement, presentation, and disclosure of digital assets through the creation of ASC 350-60, Intangibles – Goodwill and Other – Crypto Assets (“ASC 350-60”). ASU 2023-08 became effective for all entities for fiscal years beginning after December 15, 2024. The standard became effective for the Company on May 1, 2025, and no cumulative-effect adjustment was required. The Company accounts for its digital assets, including BNB tokens, in accordance with ASC 350-60. The Company has determined its digital assets meet the scoping criteria of ASC 350-60, which requires eligible crypto assets to be measured at fair value, with changes in fair value recognized in net income. Fair value is determined in accordance with ASC 820, Fair Value Measurement, using quoted prices in active markets. The Company has designated the Binance exchange as its principal market as it is the market that the Company has access to and has the greatest volume and level of activity of BNB for determining the fair value of BNB tokens.

The Company may deposit certain digital assets with certain third-party exchanges to facilitate digital asset treasury activities. Assets that would be held on these exchanges may not be maintained in segregated wallets under the Company’s exclusive control and could be pooled with assets of other customers. Due to the lack of sufficient regulatory oversight and the Company’s inability to prevent such an exchange from using such assets for purposes other than those directed by the Company, the Company has concluded it would not have complete control over the deposited assets. Accordingly, such amounts would be recorded as receivables from the exchange within current assets, rather than as digital assets on the condensed consolidated balance sheet, as the Company does not expect that it would hold these receivables for more than 12 months.

The Company holds its BNB digital assets with a non-U.S. Binance-ecosystem custodial provider and periodically receives airdrops from blockchain projects within the Binance ecosystem. Airdrops are distributed randomly without consideration or contractual agreement; therefore, they do not meet the criteria for revenue recognition under ASC 606. The Company records the fair value of airdrops upon receipt and classifies the income as non-operating, presented within other income in the condensed consolidated statements of operations.

The activity from remeasurement of digital assets at fair value is reflected in the condensed consolidated statements of operations within unrealized gain/loss on digital assets. Realized gains and losses from the derecognition of digital assets would be included in the realized gain/loss on digital assets in the condensed consolidated statements of operations. During the period, the Company has converted digital assets (such as airdrops) into stablecoins and BNB as part of its regular operations. The Company has not disposed of digital assets for fiat currency during the reporting period, in the event there are disposals in the future, the Company will use the specific identification method to calculate the realized gains/losses on digital assets.

Sales and purchases of digital assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows. Contributions of digital assets received as part of the consideration received in a private placement (referred to as PIPE Transaction as discussed in Note 13 – Shareholders’ Equity) are presented within supplemental information for non-cash investing and financing activities in the condensed consolidated statements of cash flows.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less at the date of purchase are considered to be cash equivalents.

As of January 31, 2026 (Successor), the Company had approximately $10.0 million in cash deposits in excess of the Federal Deposit Insurance Corporation insurance limits of $0.3 million at one financial institution and approximately $1.0 million or $1.3 million Canadian dollars (“CAD”) in cash deposits in excess of the Canada Deposit Insurance Corporation insurance limits of $0.1 million CAD at certain financial institutions.

The Company periodically monitors the financial condition of its financial institutions and considers strategies to mitigate credit risk exposure related to uninsured balances. The Company has not experienced any losses to date on depository accounts. The Company maintains its cash accounts with high credit quality financial institutions and therefore believes that its loss exposure is minimal.

Fair Value Measurement

The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company uses a three-level hierarchy to prioritize the inputs used in measuring fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or other market-corroborated inputs.

Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The Company has designated the Binance exchange as its principal market for its digital assets as it is the market to which its wholly owned subsidiary, BNC BNB Cayman, has access and that provides the greatest volume and level of orderly transactions. The Company reassesses its principal market when facts and circumstances change, including but not limited to when new markets become accessible, or the volume/activity in the current principal market declines. For digital assets that trade continuously across global markets, the Company applies a consistent valuation cut-off at midnight UTC on the reporting date to determine fair value. All digital assets are measured at fair value using quoted prices in their respective principal markets, which are classified as Level 1 inputs under ASC 820.

All of the Company’s digital assets, including BNB, BTC, USDT, and USDC, are held by BNC BNB Cayman, and the principal market for each asset is determined based on the market accessible to this subsidiary. The Company has elected the Fair Value Option for its USDC holdings to align with the treatment of its other digital assets. USDC is measured at fair value on a recurring basis using quoted prices in the Company’s principal market on the date of recognition.

The Company’s Stapled Warrants, issued in October 2025, are liability classified, and fair valued using a Monte-Carlo option model using Level 3 inputs. Information related to the Stapled Warrants is disclosed in Note 15 – Investor Warrants.

The Company’s financial assets and liabilities consist of cash, accounts receivable, accounts payable, accrued expenses and debt. The carrying value of cash, accounts receivable, accounts payable, and accrued expenses approximates fair value due to the short-term nature of those instruments. The carrying value of debt approximates fair value due to the variable rate nature of the debt.

Basic and Diluted Earnings (Loss) per Share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, Earnings per Share (“ASC 260”). Basic EPS is computed by dividing undistributed earnings attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The diluted impact from potential common stock instruments is calculated using the treasury stock method, and if-converted method as applicable, unless the effect would be anti-dilutive.

Business Combinations

For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date.

Goodwill

Goodwill represents the excess of the purchase price for an acquisition over the fair value of the identifiable net assets acquired in a business combination. Goodwill recognized in connection with the acquisition is denominated in the functional currency of the acquired entity and was translated into U.S. dollars using the exchange rate as of the acquisition date. Goodwill is subsequently translated into U.S. dollars at each reporting date using the period-end exchange rate.

Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level, or more frequently if events or changes in circumstances indicate that the Company’s carrying amount may not be recovered. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the relevant reporting unit is less than its carrying amount. If a quantitative assessment is required, the Company compares the estimated fair value of the reporting unit with its carrying value. If the carrying value exceeds the reporting unit’s fair value, the Company recognizes an impairment loss in an amount equal to that excess, limited to the carrying amount of goodwill.

During the quarter ended January 31, 2026, the Company evaluated events and circumstances in accordance with the qualitative assessment guidance in ASC 350-20 to determine whether it was more likely than not that the fair value of the Fat Panda reporting unit was less than its carrying amount. Based on this evaluation, management concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount.

Intangible Assets

The Company has recognized two intangible assets: one with an indefinite useful life and one with a finite useful life. The indefinite-lived intangible asset, a trade name, is not subject to amortization. Instead, it is evaluated for impairment on an annual basis, or more frequently if events or changes in circumstances suggest that the asset may be impaired. The impairment assessment involves estimating the fair value of the trade name using discounted future cash flows and comparing it to its carrying amount. If the carrying amount exceeds the estimated fair value, an impairment charge is recorded for the difference.

The finite-lived intangible asset, also a trade name, is recorded at historical cost less accumulated amortization. Amortization is recognized on a straight-line basis over the asset’s estimated useful life of 10 years, which is determined based on the expected economic benefit and usage of the asset. This asset is reviewed for impairment whenever indicators of potential impairment arise. The evaluation compares the carrying value to the estimated future undiscounted cash flows expected to be generated by the asset. If the carrying value exceeds those cash flows, the asset is considered impaired, and the impairment loss is measured as the excess of the carrying amount over its fair value.

Based on the carrying value of intangible assets at January 31, 2026, estimated amortization expense for the subsequent five years is as follows: remaining one quarter of 2026—$128 thousand; 2027—$526 thousand; 2028—$527 thousand; 2029—$526 thousand; 2030—$526 thousand; and thereafter—$2.7 million.

Revenue Recognition

The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers, which requires revenue to be recognized as control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled.

Fat Panda revenues consist primarily of retail sales, e-commerce and phone orders, factory-direct wholesale sales, and franchise arrangements. Retail sales represent a single performance obligation satisfied at the point of sale. Revenue is recognized upon payment and delivery, net of sales taxes. Based on historical data, no material liability for returns was recorded for the periods presented.

Revenue from e-commerce, phone orders, and factory-direct wholesale is recognized upon shipment (FOB shipping point). Shipping and handling are considered fulfilment costs. Historical return rates are minimal; no allowance for returns has been recorded.

Gift card sales are recorded as a liability at issuance and recognized upon redemption or when breakage becomes probable. Loyalty programs, such as “buy 10, get 1 free” punch cards, represent separate performance obligations; related liabilities were immaterial for all periods presented.

Franchise royalty fees are variable consideration based on a percentage of franchisee sales and are recognized in the period sales occur. Initial franchise fees are recognized upon opening of the new franchise location.

Climate control revenues are derived from contracts that may include engineering and technical services and the sale of climate control system equipment and components. These contracts may span multiple phases, from facility design to equipment delivery and start-up. The Company does not provide construction or installation services. A performance obligation is a promise in a contract to transfer a distinct good or service. Most client control contracts include multiple performance obligations, while certain contracts consist of a single performance obligation, typically engineering-only services.

The transaction price is allocated to each performance obligation based on its standalone selling price. For engineering services, standalone selling price is estimated using project characteristics such as facility size and system complexity. For equipment sales, standalone selling price is determined by expected costs plus an appropriate margin. When prices are highly variable, the Company uses a combination of methods and observable inputs. Revenue is recognized when control transfers - generally upon shipment for goods and over time for engineering services based on percentage completion toward milestones.

The Company excludes taxes assessed by governmental authorities from transaction prices and recognizes revenue net of sales taxes. Freight revenue and related costs are recorded when control of goods passes to the customer. The Company offers assurance-type warranties only and maintains a warranty reserve based on historical costs.

Concentrations

One customer accounted for 91% of the (Successor) Company’s accounts receivable as of January 31, 2026. The (Predecessor) Company’s accounts receivable from three customers made up 57%, 33%, and 10% of the total accounts receivable balance as of April 30, 2025.

Foreign Currency Translation

The Company’s condensed consolidated financial statements are presented in U.S. dollar (“USD”). Financial statements of foreign subsidiaries are translated into U.S. dollars using period-end exchange rates for assets and liabilities and average exchange rates for revenues and expenses. Adjustments resulting from translating net assets are reported as a separate component of accumulated other comprehensive loss within condensed consolidated statements of common shareholders’ equity as currency translation adjustment. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rate prevailing at each reporting date. The U.S. dollar effects that arise from translating the net assets of these companies are recorded in other comprehensive income.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements from equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statements of operations.

Correction of Error – RSU Compensation

In July 2025, prior to the closing of the PIPE Transaction, the Company erroneously recognized $4.6 million of compensation expense prematurely. Accordingly, the Company reversed the previously recognized $4.6 million of compensation expense in the current period. The Company evaluated the impact in accordance with SEC Staff Accounting Bulletins (“SAB”) 99 Topic 1.M, Materiality, and SAB 108 Topic 1.N, Accounting Changes and Error Corrections and concluded that the error and subsequent correction were not material to prior or current interim condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient (for all entities) and an accounting policy election for non-public entities when estimating expected credit losses for current receivables and contract assets under ASC 606. The standard is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years, and early adoption is permitted. The amendments are applied prospectively, and eligible entities can choose to apply the practical expedient and accounting policy election, with required disclosures. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements and disclosures.

In January 2025, the FASB issued Accounting Standards Update No. 2025-01 to clarify the effective date of ASU 2024-03 (disaggregation of income statement expenses) for non-calendar year-end entities. The clarification ensures that initial adoption is required in an annual reporting period (rather than unintentionally in an interim period) for entities with non-calendar year ends. The amendments align with the effective dates stated in ASU 2024-03 (annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027) and early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its unaudited consolidated financial statements and related disclosures.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances transparency by requiring additional disaggregation in the rate reconciliation and expanded disclosures of income taxes paid by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, for public business entities. As the Company’s fiscal year ending April 30, 2026 begins after that date, the Company will adopt this standard in its annual Form 10-K for the fiscal year ending April 30, 2026. The Company does not expect ASU 2023-09 to affect its interim disclosures for the current fiscal year.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosure.

Note 3 - Digital Assets

The following table sets forth the units held, cost basis, and fair value of digital assets held, as shown on the condensed consolidated balance sheet as of January 31, 2026:

Crypto Assets held:	Number of Tokens		Cost		Fair Value
BNB		515,544	$	446,454,159	$	402,836,035
BTC		55		6,451,182		4,311,665
USDC		1,155,356		1,155,356		1,155,356
USDT		876,832		876,832		876,832
Total		2,547,787	$	454,937,529	$	409,179,888

BTC, USDC, and USDT are classified within current digital assets, as they are held primarily for operating liquidity and are expected to be available for use within the next twelve months. As of January 31, 2026, the Company has no digital assets held with third party exchanges, accordingly, has no digital assets receivable.

Cost basis is equal to the cost of the digital asset, net of any transaction fees, if any, at the time of purchase or upon receipt.

The following table summarizes the Company’s digital asset holdings, as of:

Schedule of Digital Asset Holdings

	Balance
Balance as of June 7, 2025	$	-
Fair value of digital assets held, beginning	$	-
Purchases		448,448,603
Airdrop income		7,093,030
Commission expense		(604,155	)
Unrealized loss on BNB		(43,618,088	)
Unrealized loss on BTC		(2,139,502	)
Balance as of January 31, 2026	$	409,179,888
Fair value of digital assets held, ending	$	409,179,888

Note 4 - Business Combinations

On the Acquisition Date, the Company acquired Fat Panda, Central Canada’s leading retailer and manufacturer of vaping products, holding a significant market share across Manitoba, Ontario, and Saskatchewan. With 33 retail locations and a thriving e-commerce platform, Fat Panda offers a wide range of high-quality vape devices and e- liquids, including its own premium in-house line.

The purchase price was $12.7 million comprised of $10.7 million in cash to the sellers, 39,000 shares of the Company’s common stock with an agreed value of $0.3 million, an indemnity note totaling $0.4 million and seller notes totaling $1.4 million. A portion of the purchase price was funded by a short-term loan from a United States based lender in the amount of $4.0 million, which was due in nine months (the “FP Loan”). In addition, $1.9 million was placed in escrow to support post-closing adjustments, indemnity obligations, and employee-related matters. On December 4, 2025, the Company repaid the outstanding balance of the FP Loan in full.

The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their preliminary estimated fair values as of the Acquisition Date. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The goodwill is primarily attributable to the assembled workforce, synergies expected from combining operations, and future growth opportunities.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date and is based on the best estimate of management, which is subject to change within the measurement period.

	As Initially Reported			Adjustment Increase (Decrease)			Revised Amount
Cash and cash equivalents	$	1,924,558		$	-		$	1,924,558
Accounts receivable		176,720			(48,829	)		127,891
Related party receivables		674,296			-			674,296
Inventory		3,690,227			(20,316	)		3,669,911
Prepaid expenses		113,371			(33,064	)		80,307
Fixed assets		314,515			-			314,515
Right-of-use asset		1,854,018			(21,933	)		1,832,085
Deposits		219,330			-			219,330
Intangibles – trade name		5,236,869			-			5,236,869
Goodwill		4,206,487			(54,509	)		4,151,978
Accounts payable and accrued liability		(2,311,420	)		46,526			(2,264,894	)
Income taxes payable		(108,030	)		-			(108,030	)
Deferred tax liability		(1,257,613	)		-			(1,257,613	)
Lease liabilities - short-term		(533,659	)		-			(533,659	)
Current portion of royalty liabilities		(12,970	)		12,970			-
Lease liabilities - long-term		(1,334,281	)		-			(1,334,281	)
Total net assets acquired	$	12,852,418		$	(119,155	)	$	12,733,263

During the period from June 7, 2025 to January 31, 2026, the Company recorded measurement period adjustments resulting from new information about facts and circumstances that existed as of the Acquisition Date. These adjustments primarily related to updated valuations of working capital accounts, including accounts receivable. inventory, prepaid expenses, right-of-use asset, and accrued liabilities, as well as the fair value of the notes issued to the seller as part of the purchase consideration. In accordance with ASC 805, the Company retrospectively adjusted the provisional amounts recognized at the Acquisition Date to reflect these new measurements. The adjustments resulted in changes to certain current assets and liabilities and the fair value of notes issued as consideration. The cumulative impact of these adjustments was recorded as a decrease to goodwill, and prior-period comparative information has been revised as if the adjustments had been recognized at the Acquisition Date.

As part of the purchase price allocation, the Company determined the identifiable intangible assets were a trade name. The fair value of the intangible assets was estimated using variations of the income approach. Specifically, the relief from royalty method was utilized to estimate the fair value of the trade name. The valuation of intangible assets incorporates significant unobservable inputs (Level 3 inputs) and requires significant judgment and estimates, including the amount and timing of future cash flows and discount rates. The cash flows were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital.

Due to the timing of the completion of the acquisition, the purchase price and related allocations are preliminary and could be revised as a result of adjustments made to the purchase price and additional information obtained regarding assets acquired and liabilities assumed. Such adjustments may include, but are not limited to, changes in the estimated fair values of identifiable intangible assets, assumed liabilities, and deferred taxes. The purchase price allocation will be finalized during the measurement period, which may extend up to one year from the acquisition date.

The Company’s buyer transaction costs to acquire Fat Panda totaled approximately $1.0 million and are included within transaction costs in the condensed consolidated statements of operations for the period from June 7, 2025 through January 31, 2026 (Successor).

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the nine months ended January 31, 2026, and 2025, as if the Fat Panda Acquisition and related financing had occurred on May 1, 2024.

This information gives effect to certain purchase accounting and financing adjustments and is based on the historical financial statements of the Company. It is presented for illustrative purposes only and is not necessarily indicative of the Company’s actual operating results had the Fat Panda Acquisition and related financing occurred on May 1, 2024, nor is it indicative of future results.

	Proforma		Proforma
	For the nine months ended January 31, 2026		For the nine months ended January 31, 2025
Revenue	$	24,602,776	$	24,011,169
Net income/(loss)	$	208,814	$	(2,693,757	)

	Proforma			Proforma
	For the three months ended January 31, 2026			For the three months ended January 31, 2025
Revenue	$	7,334,626		$	7,375,640
Net income/(loss)	$	(76,681	)	$	(503,901	)

Pro forma financial information is presented as if the operations of Fat Panda had been included in the consolidated results of the Company since May 1, 2024, and reflects transactions that are directly attributable to the Fat Panda Acquisition and related financing. Pro forma adjustments to the nine months ended January 31, 2026 and 2025 include adjustments for amortization of preliminary marketing-related intangible assets, elimination of non-recurring transaction costs incurred related to the acquisition, debt discount amortization and interest expense on the $4.0 million bridge loan, and debt discount amortization and interest expense on the promissory notes issued to the sellers of Fat Panda.

Note 5 – Leases

The Company recorded operating lease costs for the period from June 7, 2025 through January 31, 2026 (Successor) of $0.4 million. For the period from May 1, 2025, through June 6, 2025 (Predecessor) operating lease costs was $91.8 thousand and for the nine months ended January 31, 2025 (Predecessor), operating lease costs was $0.4 million.

The Company’s operating and finance right-of-use assets and lease liabilities are as follows:

Schedule of Lease Cost

	Successor		Predecessor
	January 31,		April 30,
	2026		2025
Operating lease right-of-use asset	$	1,886,600	$	1,890,013
Operating lease liability, current	$	709,245	$	528,914
Operating lease liability, long-term	$	1,236,830	$	1,374,639

	Successor		Predecessor		Predecessor
	Period from June 7 through January 31, 2026		Period from May 1 through June 6, 2025		Nine Months Ended January 31,2025
Cash paid for operating lease	$	421,172	$	91,749	$	433,492

Future annual minimum lease payments under non-cancellable operating leases as of January 31, 2026, were as follows:

	Successor
	January 31,
Years ending April 30,	2026
2026 (excluding the nine months ended January 31, 2026)	$	208,973
2027		752,582
2028		502,664
2029		318,414
2030		185,903
Thereafter		216,417
Total minimum lease payments		2,184,953
Less imputed interest		(238,878	)
Present value of minimum lease payments	$	1,946,075

Other information related to leases were as follows:

	Successor			Predecessor
	January 31,			April 30,
	2026			2025
Weighted-average remaining lease term (in years)		2.32			4.13
Weighted-average discount rate		4.9	%		6.3	%

Note 6 – Inventory

Inventory consisted of the following:

Schedule of Inventory

	Successor			Predecessor
	January 31,			April 30,
	2026			2025
	(Unaudited)			(Audited)

Finished goods	$	3,772,546		$	3,241,365
Raw materials		398,952			264,027
Allowance for excess & obsolete inventory		(306,524	)		(211,445	)
Inventory, net	$	3,864,974		$	3,293,947

Labor and overhead expenses of $0.6 million and $0.6 million were included in the inventory balance as of January 31, 2026 (Successor), and April 30, 2025 (Predecessor), respectively.

Advance payments on inventory purchases are recorded in prepaid expenses until title for such inventory passes to the Company. Prepaid expenses included $0.5 million and $0 in advance payments for inventory as of January 31, 2026 (Successor), and April 30, 2025 (Predecessor), respectively.

Note 7 – Property and Equipment

Property and Equipment consisted of the following:

Schedule of Property and Equipment

	Successor			Predecessor
	January 31,			April 30,
	2026			2025
	(Unaudited)			(Audited)

Vehicles	$	156,391		$	139,524
Leasehold improvements		319,159			310,320
Computer equipment		71,625			70,679
Machinery and equipment		40,574			-
Furniture and fixtures		213,701			194,895
Signs		232,515			214,464
Computer software		151,410			141,024
Property and equipment at cost		1,185,375			1,070,906
Accumulated depreciation		(915,242	)		(748,026	)
Property and equipment, net	$	270,133		$	322,880

Depreciation expense for the period from June 7, 2025 through January 31, 2026 (Successor) was $160.5 thousand. For the period from May 1, 2025, through June 6, 2025 (Predecessor) depreciation expense was $6.7 thousand and for the nine months ended January 31, 2025 (Predecessor), depreciation expense was $ 82.7 thousand.

Note 8 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	Successor		Predecessor
	January 31,		April 30,
	2026		2025
	(Unaudited)		(Audited)

Accounts payable	$	4,941,163	$	740,096
Accrued payroll liabilities		615,682		1,449,200
Sales tax payable		227,483		66,149
Other accrued expenses		499,052		-
Total	$	6,283,380	$	2,255,445

Note 9- Revenue

The following table sets forth the Company’s revenue by source:

Schedule of Revenue by Source

	Successor		Predecessor		Successor		Predecessor		Predecessor
	Three Months Ended January 31, 2026		Three Months Ended January 31, 2025		Period from June 7, 2025 through January 31, 2026		Period from May 1 through June 6, 2025		Nine Months Ended January 31, 2025

CEA equipment and systems sales	$	612,894	$	-	$	913,464	$	-	$	-
CEA engineering and other services		-		-		87,993		-		-
CEA other sales		63,088		-		85,912		-		-
Retail Vape sales		6,349,605		6,146,808		17,177,653		2,761,077		18,947,052
E-commerce Vape sales		228,151		719,091		506,220		165,818		1,989,873
Factory direct wholesale Vape sales		62,230		42,918		265,852		794		255,408
Franchise fee Vape sales		-		-		-		-		121,338
Other Vape sales		18,658		-		18,658		-		-
Total revenue	$	7,334,626	$	6,908,817	$	19,055,752	$	2,927,689	$	21,313,671

As of January 31, 2026 (Successor), the Company’s remaining performance obligations, or backlog, was approximately $0.6 million are expected to be recognized within one year. The Company expects to recognize this revenue as the related services are performed. However, the timing of the recognition is subject to uncertainty due to the nature of the underlying contracts, and there is no assurance that all remaining performance obligations will result in revenues.

Geographic Information

The Company classifies sales by customers’ locations in two geographic regions: the United States and Canada.

	Successor		Predecessor		Successor		Predecessor		Predecessor
	Three Months Ended January 31, 2026		Three Months Ended January 31, 2025		Period from June 7 through January 31, 2026		Period from May 1 through June 6, 2025		Nine Months Ended January 31, 2025

United States	$	675,981	$	-	$	1,087,371	$	-	$	-
Canada		6,658,645		6,908,817		17,968,381		2,927,689		21,313,671
Total	$	7,334,626	$	6,908,817	$	19,055,752	$	2,927,689	$	21,313,671

Note 10 – Note Payable

In connection with the Company’s acquisition of Fat Panda, the Company entered into an interim loan facility with CEAD Panda Lender LLC, under which it borrowed $4.0 million effective June 4, 2025. The loan required interest-only payments until maturity, payable monthly, with an interest rate of 3% for the first three months and 2% per month thereafter on the outstanding principal. The loan was secured by a first lien on all the assets of the Company, 16728502 CANADA INC and Fat Panda Ltd., now amalgamated as Fat Panda Ltd., subject to certain exceptions and permitted liens and permitted dispositions.

The loan facility included customary borrower representations and warranties, event of default, and various covenants, including requirements to maintain at least $1.5 million on cash and a minimum of $4.0 million in working capital (inclusive of cash). On December 4, 2025, the Company repaid the outstanding balance of the FP Loan in full. Interest expense recognized for the period includes amounts related to this interim loan facility prior to repayment.

Note 11 – Related Party Note Payable and Related Party Convertible Note Payable

In connection with the Fat Panda Acquisition on the Acquisition Date, the Company issued three notes payable to selling shareholders, one of whom is the President of Fat Panda, a current employee of the Company.

The first note payable was issued in the principal amount of $0.4 million ($0.5 million CAD) to certain selling shareholders of Fat Panda Inc. The note is interest free and repayable in full within 15 days following the date that Canada Revenue Agency issues a letter confirming that there is no tax liability in respect of an issue identified in the Purchase Agreement for acquisition of the Fat Panda group of companies. If the letter from Canada Revenue Agency indicates that there is a tax liability in respect of an issue identified in the Purchase Agreement, the amount of the loan repayment will be reduced, dollar for dollar, by the amount of any tax liability assessed.

The second note payable was issued as a promissory note in the principal amount of $0.7 million ($1.0 million CAD) to the President of Fat Panda, a former owner and current employee of the Company. The note bears interest at 7% per annum, with interest payable monthly. The note has a maturity date of November 30, 2026. Interest expense recognized for the period includes amounts related to this promissory note.

The third note payable, also issued to the President of Fat Panda, is a convertible promissory note with a principal amount of $0.7 million ($1.0 million CAD). The note bears interest at 7% per annum and is convertible, at the Lenders option, in shares of the Company’s common stock at a conversion price of $19.00 per share. If no conversion notice is submitted to the Company by the Lender before the due date of his intent to convert the principal amount, the entire principal plus interest shall become due on June 1, 2027. Interest expense recognized for the period includes amounts related to this convertible promissory note.

The table below represents the outstanding amount of promissory note and convertible promissory note as of January 31, 2026:

	Related Party Note		Related Party Promissory Note			Related Party Convertible Promissory Note
Principal	$	367,150	$	756,329		$	756,329
Less: discount		-		(61,645	)		(6,307	)
Carrying value	$	367,150	$	694,684		$	750,022

Note 12 – Commitments and Contingencies

Litigation

From time to time, in the normal course of business, the Company is subject to claims and legal proceedings. Ligation is inherently unpredictable, and the Company’s assessments may change as matters progress. The Company expenses legal fees as incurred and records a liability for contingent losses when it is both probable that a loss has been incurred and the amount can be reasonable estimated. An unfavorable outcome to any matter, if material, could adversely affect the Company’s financial condition, liquidity or results of operations.

Abraham Gomez Matter

On February 24, 2026, Abraham Gomez, an individual, filed a civil complaint in the Superior Court of the State of California, County of Tulare, captioned Abraham Gomez v. CEA Industries, Inc., et al., (Case No. VCU331863), against the Company and Hans Thomas, a director of the Company. The complaint asserts various claims against the defendants, including claims for fraud, promissory estoppel, quantum meruit and unjust enrichment, arising from alleged investment-related discussions and alleged services purportedly performed for the benefit of the Company. The plaintiff seeks damages, including compensatory damages according to proof (which the complaint alleges exceed approximately $2.75 million), together with interest, attorneys’ fees, costs and other relief. As of March 13, 2026, the Company has not yet filed its response to the complaint but intends to defend the action vigorously. At this preliminary stage of the matter, the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from the proceeding.

Optima Consulting Services, LLC Matter

On or about April 17, 2024, Optima Consulting Services, LLC (the “Claimant”), a client of the Company under an equipment and engineering contract, notified the Company of a potential claim and demanded mediation. On or about October 28, 2024, Claimant asserted claims for negligent/defective design and breach of warranty, alleging damages exceeding $2.0 million. The Company denied the claims, believing it satisfied all contractual obligations and that any issues were attributable to Claimant and/or third parties. The matter was mediated under the AAA process. Effective May 9, 2025, the parties entered into a settlement agreement under which all claims were resolved for a payment of $0.3 million by the Company. This settlement payment was funded by the Company’s insurance coverage, except for $35 thousand representing the deductibles, which was paid by the Company.

Sweet Cut Grow, LLC and Green Ice, LLC Matter

On October 20, 2023, Sweet Cut Grow, LLC and Green Ice, LLC (collectively, “Claimant”), clients of the Company under an equipment contract and engineering contract, filed a demand for arbitration asserting claims for breach of contract, breach of warranty, and unjust enrichment, and seeking $1.0 million in damages, plus interest. The Company denies the claims and has asserted a counterclaim. The Company believes it fulfilled all its contractual obligations and that any alleged issues related to the negligence of a third-party supplier.

The parties are required to arbitrate under the rules of the American Arbitration Association (“AAA”). The arbitration is expected to be heard in Denver, Colorado, in 2026 unless resolved earlier. The matter is currently in the discovery phase, and the parties are engaged in active settlement discussions. Legal fees will be borne by each party. In light of ongoing negotiations and the likelihood of settlement, the Company has accrued an estimate of $0.4 million to warranty expense.

Canadian Payroll Taxes

We have estimated approximately $0.2 million of potential liability related to Canadian payroll tax matters for the period from 2020-2025. Other than this matter, no additional losses or provisions for loss contingency have been recorded to date.

As discussed in Note 11 – Related Party Notes Payable and Related Party Convertible Note Payable above, any tax liability assessed in connection with this matter will reduce the repayment amount of the related vendor note to the former owners of Fat Panda on a dollar for dollar basis.

Leases

The Company has 36 agreements to lease retail space, office and manufacturing space in Manitoba, Saskatchewan, and Ontario, Canada. The total square footage of these facilities is approximately 49,076.

The Company also has a lease agreement for its manufacturing and office space in Louisville, CO. The total square footage of the facility is 11,491. Refer to Note 5 – Leases above.

Other Commitments

In the ordinary course of business, the Company enters into commitments to purchase inventory and may also provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers, directors, and employees of acquired companies, in certain circumstances.

Note 13 – Shareholders’ Equity

Stockholder Rights Agreement

On December 26, 2025, the Board of Directors (the “Board”) of the Company adopted a limited duration shareholder rights agreement (the “Rights Agreement”). This agreement is designed to reduce the probability that any person, entity, or group can gain control of the Company through open-market accumulation without providing all shareholders with an appropriate control premium or affording the Board sufficient time to make well-informed decisions in the best interests of all shareholders. In accordance with the Rights Agreement, the Company issued, as a dividend, one right (a “Right”) for each share of the Company’s common stock held as of January 8, 2026, and for each share of certain outstanding common stock warrants. Each Right allows its holder to purchase 1/1000th of a share of Series C Junior Participating Preferred Stock at an exercise price of $33.50 per Right. Each share of Series C Junior Participating Preferred Stock is equivalent to 1,000 shares of the Company’s common stock. The Rights have a limited term and will expire on December 26, 2026, or earlier, as specified in the Rights Agreement.

Under the terms of the Rights Agreement, if any person or group (an “Acquiring Person”) obtains beneficial ownership of 15% or more of the Company’s outstanding common stock, subject to certain exceptions, including an exception for current holders exceeding this percentage who do not acquire additional shares, the Rights become exercisable. All holders of Rights (excluding those held by the Acquiring Person, which will become void and non-exercisable) are entitled to purchase shares of the Company’s common stock at a 50% discount to the prevailing market price, at an exchange ratio of one share of common stock, or one one-thousandth of a share of Series C Junior Participating Preferred Stock (or of another class or series of preferred stock with equivalent rights, preferences, and privileges), per outstanding Right, subject to adjustment.

The adoption of the Rights Agreement had no effect on the Company’s condensed consolidated financial statements, including basic and diluted earnings per share.

PIPE Financing

In August 2025, the Company entered into securities purchase agreements with a group of institutional and accredited investors pursuant to which it issued and sold shares of common stock and various classes of warrants (the “PIPE Warrants”) in a private placement (the “PIPE Transaction”):

	●	41,754,478 shares of common stock at a purchase price of $10.10 per share;
	●	7,750,510 pre-funded warrants, each exercisable for one share of common stock at an exercise price of $0.00001 per share (“Pre-Funded Warrants”); and
	●	49,504,988 stapled warrants (warrants issued together with shares), each exercisable at $15.15 per share (“Stapled Warrants”).

On August 5, 2025, the Company closed the PIPE Transaction, which was settled through a combination of cash and digital assets. The Company received aggregate proceeds of $208.3 million in cash and cash equivalent proceeds, net of issuance costs and $273.2 million in digital assets, consisting of USDT, USDC and BTC. The Company allocated $305.0 million in proceeds to warrant liability based on fair value of the Stapled Warrants with the remaining proceeds of $195.0 million were recorded in additional paid-in capital, net of issuance costs. The Company incurred a total of $23.9 million in issuance costs. Issuance costs of $14.5 million were allocated to Stapled Warrants and recorded as an expense in condensed consolidated statements of operations.

At-The-Market Offering

On August 25, 2025, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement “or “ATM Program”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $50.0 million from time to time through the Agent, acting as the Company’s sales agent or principal. Sales under the ATM Agreement, if any, will be made by means of ordinary brokers’ transactions on Nasdaq or otherwise at market prices prevailing at the time of sale, or at prices related to prevailing market prices. Under the ATM agreement, the Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated through or to the Agent.

During the period ended January 31, 2026, the Company sold 856,275 shares under the ATM Program for net proceeds of $12.9 million, after deducting sales commissions and other offering costs.

Share Repurchase Program

On September 22, 2025, the Company entered into a Stock Repurchase Agreement with Cantor Fitzgerald & Co. pursuant to which the Company agreed to repurchase shares of its common stock. Under the terms of the agreement, the Company repurchased an aggregate of 1,647,047 and 2,176,217 shares of its common stock during the quarter ended January 31, 2026 and the period from June 7, 2025 through January 31, 2026, for aggregate purchase prices of $8.9 million and $13.2 million, respectively. The repurchased shares were retired and are no longer outstanding.

The repurchases were funded through available cash on hand. The transaction was accounted for as a reduction of stockholders’ equity.

Note 14 – Equity Compensation

Successor

2017 Equity Incentive Plan

Under the Company’s 2017 Equity Incentive Plan, as may be modified and amended by the Company from time to time (the “2017 Equity Plan”), the Board of Directors (the “Board”) (or the compensation committee of the Board, if one is established) may grant equity-based awards, including stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock unit awards (“RSUs”), shares granted as a bonus or in lieu of another award, and other stock-based performance awards. The 2017 Equity Plan authorized 27,778 shares of the Company’s common stock (“Plan Shares”) for issuance of equity awards under the 2017 Equity Plan. Any shares subject to an award that are forfeited, expire, or otherwise terminate without issuance are again available for grant under the 2017 Equity Plan.

As of January 31, 2026, of the 27,778 shares authorized under the 2017 Plan for equity awards, 13,641 shares have been issued, awards relating to 10,383 options remain outstanding, and 3,754 shares remain available for future equity awards.

2021 Equity Incentive Plan

The 2021 Equity Incentive Plan (the “2021 Equity Plan”) was approved by the Board on March 22, 2021 and by the Company’s stockholders on July 22, 2021. The 2021 Equity Plan authorizes the Board to grant awards of up to 55,556 shares of common stock. The 2021 Equity Plan provides for the grant of incentive stock options intended to qualify under Section 422 Code, non-qualified stock options, SARs, RSAs, RSUs and other equity linked awards to our employees, consultants, and directors. If an equity award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash (i.e., the holder of the award receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of common stock that may be issued pursuant to this Plan.

As of January 31, 2026, of the 55,556 shares authorized under the 2021 Equity Plan, 35,927 shares have been issued in settlement of restricted stock units, awards relating to 8,324 non-qualified stock options, 3,401 incentive stock options and 1,330 restricted stock units remain outstanding. 6,574 shares remain available for future equity awards.

2025 Equity Incentive Plan

The Company adopted the 2025 Equity Incentive Plan (the “2025 Equity Plan”) on July 25, 2025. The 2025 Equity Plan authorizes the Board to grant awards of up to 525,000 shares of common stock. The 2025 Equity Plan provides for the grant of incentive stock options intended to qualify under Section 422 Code, non-qualified stock options, stock appreciation rights (“SARs”), restricted stock awards and restricted stock unit awards and other equity linked awards to our employees, consultants, and directors. If an equity award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash (i.e., the holder of the award receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of common stock that may be issued pursuant to this Plan.

As of January 31, 2026, of the 525,000 shares authorized under the 2025 Equity Plan, 524,999 restricted stock units remain outstanding and one share remains available for future equity awards.

Non-Qualified and Incentive Stock Options granted to employees and consultants

A summary of the non-qualified stock options and incentive stock options granted to employees and consultants under the 2017 and 2021 Equity Plans during the period from June 7, 2025 through January 31, 2026, are presented in the tables below:

Schedule of Stock Option Activity

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term ( in years)		Aggregate Intrinsic Value

Outstanding as of June 7, 2025		18,296		$	83.19		5.17	$	-
Granted		2,700			7.74		9.36		-
Exercised		-			0.00		-		-
Forfeited		(450	)		7.74		-		-
Expired		(2,086	)		27.72		-		-
Outstanding as of January 31, 2026		18,460		$	79.45		5.64	$	-
Exercisable as of January 31, 2026		16,211		$	89.41		5.12	$	-

The aggregate intrinsic value for the stock options outstanding and exercisable as of January 31, 2026, was zero because these options were out of money on January 31, 2026.

The Company has issued options with a 10-year contractual term and a vesting period ranging from one month to thirty-two months.

For the period from June 7, 2025 through January 31, 2026, the Company recorded $11 thousand as compensation expense related to stock options issued to employees and consultants. As of January 31, 2026, total unrecognized compensation expense for the non-qualified options issued to employees and consultants is $6 thousand which will be recognized over a weighted average period of 0.36 years.

Non-Qualified Stock Options granted to directors

A summary of the non-qualified stock options granted to directors under the 2017 and 2021 Equity Plans, during the period from June 7, 2025 through January 31, 2026, are presented in the tables below:

Schedule of Non Qualified Stock Option

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value

Outstanding, June 7, 2025		4,760		$	113.34		3.53	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		-			-		-		-
Expired		(1,111	)		52.2		-		-
Outstanding, January 31, 2026		3,649		$	131.95		3.94	$	-
Exercisable, January 31, 2026		3,649		$	131.95		3.94	$	-

The aggregate intrinsic value for the stock options outstanding and exercisable as of January 31, 2026 was zero because these options were out of money on January 31, 2026.

During the period from June 7, 2025 through January 31, 2026, the Company did not incur any compensation expense related to options issued to directors.

Restricted Stock Units granted to employees and directors

Effective July 27, 2025, the Company accelerated the vesting of 1,529 restricted stock units issued to a director and settled these units by the issuance of 1,529 shares of common stock.

During the period June 7, 2025 through January 31, 2026, the Company recorded $49.2 thousand as compensation expense related to RSUs issued to directors and employees. Aggregate fair value of restricted stock units vested during the period June 7, 2025, to January 31, 2026 is $40 thousand.

Schedule of Restricted Units Activity

	Number of Units			Weighted Average Grant-Date Fair Value

Unvested, June 7, 2025		1,529		$	8.18
Granted		5,320			9.40
Vested and settled with share issuance		(4,189	)		-
Forfeited/cancelled		(1,330	)		9.40
Unvested, January 31, 2026		1,330		$	8.89

Stock-based compensation warrants

On August 5, 2025, the Company entered into a Strategic Advisor Agreements with 10X BNB Cayman Sponsor and YZi Labs Management Ltd (the “Strategic Advisors”) pursuant to which the Company engaged the Strategic Advisors to provide strategic advice and guidance relating to the Company’s business, operations, growth initiatives and industry trends in the digital asset technology sector. As compensation for services rendered by the Strategic Advisor under the Strategic Advisor Agreement, the Company issued to the Strategic Advisor warrants to purchase 5,940,598 shares of the Company’s Common Stock (the “Strategic Advisor Warrants”) at an exercise price of $0.00001 per share. The Strategic Advisor Warrants were fully vested upon issuance, exercisable at any time after issuance until the five (5) year anniversary of issuance. The total grant-date fair value of the Strategic Advisor Warrants is $105.5 million, which was accounted for as the issuance cost, net against the cash proceeds from the PIPE Financing.

On August 5, 2025, the Company also entered into an asset management agreement (the “Asset Management Agreement”) with 10X Capital Partners LLC (the “Asset Manager”). Under the Asset Management Agreement, the Company issued warrants to purchase 990,099 shares of the Company’s Common Stock (“Asset Manager Warrants”) at an exercise price of $10.23 per share. The Asset Manager Warrants are fully vested at issuance, exercisable at any time after issuance until the five (5) year anniversary of issuance. The total grant-date fair value of the Asset Manager Warrants is $15.0 million, which was accounted for as the issuance cost, net against the cash proceeds from the PIPE Financing.

Strategic Advisor warrants and Asset Manager warrants are accounted for as equity classified share-based compensation award in accordance with ASC 718. Following is a summary of the activities of warrants for the period ended January 31, 2026:

Schedule of Warrant Activity

	Number of Warrants		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding as of June 7, 2025		-	$	-	$	-
Granted		6,930,697		1.46
Exercised		2,376,236		0
Forfeited		-		-
Expired		-		-
Outstanding as of January 31, 2026		4,554,461	$	2.22	$	17,786,131
Exercisable as of January 31, 2026		4,554,461	$	2.22	$	17,786,131

The measurement of fair value of the Strategic Advisor Warrants was determined based on the fair value of the underlying Common Stock on the issuance date given the nominal exercise price.

The Company estimated the fair value of Asset Manager warrants using the Black-Scholes option-pricing model, which requires assumptions, including volatility, the expected term of the warrants, the risk-free interest rate for a period that approximates the expected term of the warrants, and expected dividend yield. Volatility is estimated based on the historical volatility of the guideline public companies over a period approximately equal to the expected term. The contractual term of the warrants is used as the expected term since the warrant holders are nonemployees and expected to hold the warrants to expiration to maximize the value of the warrants.

The table below summarizes the key assumption inputs used for the valuation for the period from June 7, 2025 through January 31, 2026:

Schedule of Key Assumption Inputs

	Asset Manager Warrants
Stock price	$	17.7
Exercise price	$	10.23
Expected term (in years)		5
Risk-free interest rate		3.77	%
Expected volatility		110	%
Expected dividend yield		0	%

Note 15 - Investor Warrants

Pre-Funded Warrants

On August 5, 2025, the Company issued Pre-Funded Warrants exercisable for 7,750,510 shares of Common Stock in conjunction with the PIPE Transaction. The Pre-Funded Warrants are exercisable for a nominal consideration of $0.00001 per share, are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants issued in the Private Placement are exercised in full. The fair value of the Pre-Funded Warrants was determined based on the fair value of the underlying Common Stock on the issuance date given the nominal exercise price.

Stapled Warrants

On August 5, 2025, the Company issued Stapled Warrants exercisable for 49,504,988 shares of Common Stock in conjunction with the PIPE Transaction. The Stapled Warrants are exercisable immediately and may be exercised at any time until three years from issuance for an exercise price of $15.15 per share. The warrants contain a mandatory exercise right for the Company to force exercise of the warrants if the volume-weighted average price (“VWAP”) of the common stock exceeds $20.20 for 20 out of 30 trading days. Stapled Warrants are classified as liability as they are not considered indexed to the Company equity shares in accordance with ASC 815-40 due to certain adjustments to settlement amount on events that are not within the control of the Company. The following table provides a summary of changes in fair value of the Company’s warrant liability:

Schedule of Warrant Liability

	Amount
Fair value at issuance	$	304,950,726
Change in fair value during the period		(244,879,854	)
Fair value as of January 31, 2026	$	60,070,872

The Company used the Monte-Carlo option model to compute the fair value of the Stapled Warrants. The following table summarizes the level 3 inputs used in the valuation of the Stapled Warrants:

	August 5, 2025			January 31, 2026

Stock price	$	17.77		$	4.99
Expected volatility		70	%		95	%
Simulated trading days		754			632
Risk-free interest rate		3.60	%		3.53	%
Dividend yield		-			-
Holding period (years)		3.00			2.51

During the period from June 7, 2025 to January 31, 2026, a total of 119,535 warrants were exercised on a cashless basis resulting in the issuance of 17,582 shares of common stock.

The following table summarizes information about warrants outstanding as of January 31, 2026:

Schedule of Warrant Outstanding

	Grant date	Warrants outstanding		Exercise price
Stapled warrants	Aug-25		49,504,988	$	15.15
Pre-funded warrants	Aug-25		7,750,510	$	0.00
Investor warrants	Feb-22		472,590	$	60.00
2022 Underwriter warrants	Feb-22		24,213	$	61.95

Note 16 – Earnings Per Share (As Restated)

The following table sets forth the computation of basic and diluted earnings per share:

	2026			2025		2026		2025		2025
	Successor			Predecessor		Successor		Predecessor
	Three months ended January 31,			Three months ended January 31,		Period from, 2025 June 7 through January 31,		Period from May 1 through June 6,		Nine months ended January 31,
	2026			2025		2026		2025		2025
	As Restated					As Restated
Basic earnings per share:
Numerator:
Net income/(loss) available to common shareholders - basic	$	(106,572,140	)		773,317	$	171,222,236	$	19,013		1,773,357
Denominator:
Weighted-average number of common shares outstanding – basic		55,556,553			1,410		42,472,676		1,410		1,410
Basic earnings per common share	$	(1.92	)	$	548.45	$	4.03	$	13.48	$	1,257.70

Diluted earnings per share:					-						-
Numerator:
Net income/(loss) available to common shareholders - basic	$	(106,572,140	)	$	773,317	$	171,222,236	$	19,013		1,773,357
Add: Interest and discount amortization on convertible notes		-			-		37,191		-		-
Net income available to common shareholders - dilutive	$	(106,572,140	)	$	773,317	$	171,259,427	$	19,013	$	1,773,357
Denominator:
Weighted-average number of common shares outstanding – basic		55,556,553			1,410		42,472,676		1,410		1,410
Add: dilutive securities
Warrants		-			-		91,161		-		-
Stock options		-			-		1,007		-		-
RSUs		-			-		392		-		-
Convertible note		-			-		41,463		-		-
Weighted-average number of common shares outstanding - diluted		55,556,553			1,410		42,606,699		1,410		1,410
Diluted earnings per common share	$	(1.92	)	$	548.45	$	4.02	$	13.48	$	1,257.70

The following table summarizes the securities that were not included in the computation of diluted income per common share as they are anti-dilutive:

	Period from November 1, 2025 through January 31, 2026		Period from June 7 through January 31, 2026
	Successor
	Period from November 1, 2025 through January 31, 2026		Period from June 7 through January 31, 2026
Unvested RSUs		1,330		1,330

Note 17 – Income Taxes

For the period from June 7, 2025 to January 31, 2026 (Successor), the period from May 1, 2025 to June 6, 2025 (Predecessor) and the nine months ended January 31, 2025 (Predecessor), the Company’s earnings before income taxes, income tax expense and effective income tax rate were as follows:

	Successor			Predecessor			Predecessor			Successor			Predecessor
	Period from June 7 through January 31,			Period from May 1 through June 6,			Nine months ended January 31,			Three months ended January 31,			Three months ended January 31,
	2026			2025			2025			2026			2025

Income (loss) before income taxes	$	170,930,482		$	20,602		$	2,200,195		$	(124,964,353	)	$	957,654
Income tax expense (benefits)		(291,754	)		1,589			426,838			(18,392,213	)		184,337
Effective income tax rate		-0.2	%		7.7	%		19.4	%		14.7	%		19.2	%

The change in the effective tax rate for the period June 7, 2025 to January, 31, 2026 (Successor), compared to the predecessor period for May 1, 2025 to June 6, 2025 (Predecessor), and the three months ended January 31, 2026 (Successor) compared to January 31, 2025 (Predecessor), was primarily due to the impact of foreign statutory rates that are lower than the U.S. statutory tax rate, non-deductible transaction costs, U.S. inclusions on foreign income, and changes to valuation allowances on the legacy business of CEA Industries Inc.’s United States operations.

During the first quarter, the Company completed the acquisition of Fat Panda, which is taxed as a Canadian corporation. For Canadian federal income tax purposes, the transaction was treated as a stock acquisition with no step-up basis in tax. As a result, the goodwill and intangible assets recorded for financial reporting purposes are not deductible for tax purposes, giving rise to $1.2 million deferred tax liability, which is included in the Company’s net deferred tax liability.

As of January 31, 2026, the Company had $41.3 million of U.S. federal and state net operating loss (“NOL”) carry forwards related to its legacy U.S. operations. Approximately $11.2 million will expire, if not utilized, in calendar years 2034 through 2037. NOLs generated subsequent to December 31, 2017 do not expire but may be used to offset no more than 80% of taxable income in any given year.

Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, and applicable state law, the Company’s ability to utilize its NOL carry forwards may be limited if the Company experiences an “ownership change”, generally defined as a greater than 50% cumulative change in equity ownership by value over a three-year period. The securities offerings completed in September 2021 and February 2022, and the August 2025 private placement must be evaluated to determine whether an ownership change has occurred. If an ownership change is determined to have occurred, the Company’s ability to utilize its NOL carry forwards may be materially limited, which could adversely affect future tax obligations.

The Company must assess the likelihood that its net deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not likely, the Company establishes a valuation allowance. Management’s judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against the net deferred tax assets.

As of January 31, 2026, the Company recorded a full valuation allowance against the deferred tax assets related to its U.S operations. Based on the available evidence, the Company believes it is more likely than not that these deferred tax assets will be realized in the foreseeable future. The Company intends to maintain valuation allowances until sufficient evidence exists to support the reversal. Estimates of future taxable income are based on assumptions consistent with the Company’s operating plans. However, if actual results differ from these estimates, the carrying value of deferred tax assets could be materially impacted.

The Company also regularly evaluates the adequacy of its provisions for income tax contingencies in accordance with the applicable authoritative guidance. Uncertain tax positions are recorded using a two-step process; (i) the determining whether a tax position is more likely than not to be sustained on the basis of the technical merits, and (ii) measuring the amount of benefit to recognize as the largest amount that is more likely than not to be realized upon ultimate settlement. The Company currently has recorded a $0.2 million reserves for uncertain tax positions in Canada.

On July 4, 2025, the President signed H.R. 1, the One Big Beautiful Bill Act (the “Act”) into law. The Act includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expense of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense.

The Act also includes certain changes to the US taxation of foreign activity, including changes to foreign tax credits, GILTI, FDII, and BEAT, amongst other changes. These changes are generally effective for tax years beginning after Dec. 31, 2025.

The Company is currently assessing the impact of the Act but does not expect have a material impact on the tax provision.

Note 18 – Related Party Transactions

Agreements and Transaction with a Company Director

Mr. Nicholas J. Etten, a member of the Company’s Board of Directors, was previously party to two consulting agreements, one dated July 28, 2025 (the “2025 Agreement”) and a prior agreement dated June 19, 2024 which was replaced by the 2025 Agreement. These agreements contemplated that Mr. Etten would provide advisory services related to acquisition sourcing, strategic consulting, and investor coordination, and would be compensated at a rate of $2.5 thousand per week, subject to downward adjustment based on hours worked.

The Company paid Mr. Etten $20.0 thousand during the three months ended January 31, 2026, and $72.8 thousand during the period from June 7, 2025 through January 1, 2026 for consulting services under these agreements. In January 2026, the Company identified that payments made to Mr. Etten through June 3, 2025 exceeded the amounts expected by $6.3 thousand. On March 15, 2026, Mr. Etten reimbursed the Company $6.3 thousand.

Mr. Etten terminated the 2025 Agreement on February 2, 2026 with effect from January 1, 2026. As of January 31, 2026, there were no amounts payable to Mr. Etten under the 2025 Agreement.

Promissory notes to former owner/current employee

In connection with the Company’s acquisition of Fat Panda Ltd. on June 6, 2025, the Company issued the following promissory notes to related parties:

●

A promissory note with a principal amount of $0.7 million (CAD $1.0 million) to the President of Fat Panda Ltd., who is an employee of the Company and was a selling shareholder of Fat Panda Ltd.

●

A convertible promissory note with a principal amount of $0.7 million (CAD $1.0 million) to the President of Fat Panda Ltd.

●

A promissory note with a principal amount of $0.4 million (CAD $0.5 million) to the selling shareholders of Fat Panda Ltd., one of whom continues to be an employee of the Company.

See Note 11, Related Party Note Payable and Related Party Convertible Note Payable, for additional details.

Asset Management Agreement & Accrued Fee with a Company Director

The Asset Manager is an entity that is majority-owned and controlled by Hans Thomas, a current member of the Company’s Board of Directors. In connection with the PIPE Transaction, the Company entered into the Asset Management Agreement with the Asset Manager, pursuant to which the Company engaged the Asset Manager to provide asset management and related services with respect to the Company’s digital assets strategy in exchange for the applicable management fees. The Company recorded management fees of $2.0 million and $3.8 million for the three months and for the period from June 7, 2025 through January 31, 2026, respective, and accrued but not paid asset management fees payable of $0.6 million as of January 31, 2026.

Note 19 – Segment Reporting

During the second quarter of 2026, the Company introduced a new business line focused on BNB Treasury Management and appointed a new Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”). These changes triggered a reassessment of the Company’s operating segments under ASC 280, Segment Reporting. As a result of this reassessment, the Company determined that it now operates two reportable segments: BNB Treasury Management and Retail and Industry. Comparative periods have been re-recast to reflect this change in segment composition.

The CODM evaluates the financial performance of the business and makes resource allocation decisions based on these two distinct sources of business activity:

●

BNB Treasury Management – This segment includes income from digital asset activities, costs and expenses related to building and executing the Company’s digital asset strategy, and fair value changes (unrealized gains or losses) on digital assets associated with the Company’s BNB holdings.

●

Retail and Industry Segment – This segment includes Fat Panda’s retail and distribution operations along with revenue and operating costs related to designing, engineering, and selling environmental control and other technologies for the Controlled Environment Agriculture industry.

The “Corporate” category presented in the following table is not considered an operating segment. It consists primarily of corporate support functions including capital and funding to support the business activities of the company and includes costs and expenses not allocated to a line of business.

The CODM uses income (loss) from operations before provision for income taxes as the primary measure to assess segment performance. This measure is reviewed regularly by examining period-over-period trends, benchmarking against competitors, and monitoring budget versus actual results. The CODM also considers this metric when evaluating income generated from segment assets to determine whether to reinvest profits within the segment or allocate resources elsewhere in the entity.

The following tables present (for each segment and consolidated total) the Company’s revenues and significant expenses regularly provided to the CODM, reconciled to income (loss) from operations before provision for income tax for each of the periods presented. Total segment assets provided to the CODM are also disclosed in the tables below for each period presented.

	CEA Industry Segment (Successor)			BNB Treasury Management Segment			Corporate			Total Consolidated
	Three Months Ended January 31, 2026
	Retail and Industry Segment (Successor)			BNB Treasury Management Segment			Corporate			Total Consolidated
Total revenue, net	$	7,334,626		$	-		$	-		$	7,334,626
Cost of revenue		(5,571,329	)		-			-			(5,571,329	)
Unrealized loss on digital asset		-			(159,791,308	)		-			(159,791,308	)
Other income from airdrop		-			1,265,452			-			1,265,452
Advertising and marketing expenses		(63,506	)		-			(220,860	)		(284,366	)
Compensation expenses		(1,394,344	)		(175,000	)		(312,781	)		(1,882,125	)
Asset management fees		-			(2,013,579	)		-			(2,013,579	)
Professional and contractor fees		(66,004	)		(17,070	)		(4,815,254	)		(4,898,328	)
Stock-based compensation		2,310,559			-			2,329,679			4,640,238
Other segment expenses (1)		(673,406	)		(380,724	)		(789,732	)		(1,843,863	)
Gain from change in fair value of warrant liabilities		-			-			38,061,767			38,061,767
Interest expense and other income, net		18,462			-			-			18,462
Income (loss) from operations before provision for income tax	$	1,895,058		$	(161,112,229	)	$	34,252,818		$	(124,964,353	)
Total Assets		17,429,893			409,179,888			10,163,794			436,773,575

	CEA Industry Segment (Predecessor)			BNB Treasury Management Segment		Corporate		Total Consolidated
	Three Months Ended January 31, 2025
	Retail and Industry Segment (Predecessor)			BNB Treasury Management Segment		Corporate		Total Consolidated
Total revenue, net	$	6,908,817		$	-	$	-	$	6,908,817
Cost of revenue		(5,146,901	)		-		-		(5,146,901	)
Advertising and marketing expenses		(191,531	)		-		-		(191,531	)
Compensation expenses		111,714			-		-		111,714
Professional and contractor fees		(157,496	)		-		-		(157,496	)
Other segment expenses (1)		(566,949	)		-		-		(566,949	)
Income (loss) from operations before provision for income tax	$	957,654		$	-	$	-	$	957,654
Total Assets		8,342,878			-		-		8,342,878

	CEA Industry Segment (Successor)			BNB Treasury Management Segment			Corporate			Total Consolidated			CEA Industry Segment (Predecessor) (2)
	Period from June 7, 2025 to January 31, 2026												Period from May 1, 2025 to June 6, 2025
	Retail and Industry Segment (Successor)			BNB Treasury Management Segment			Corporate			Total Consolidated			CEA Industry Segment (Predecessor)
Total revenue, net	$	19,055,752		$	-		$	-		$	19,055,752		$	2,927,689
Cost of revenue		(13,827,593	)		-			-			(13,827,593	)		(2,001,537	)
Unrealized loss on digital asset		-			(45,757,590	)		-			(45,757,590	)		-
Other income from airdrop		-			7,093,030			-			7,093,030			-
Advertising and marketing expenses		(228,930	)		-			(4,782,023	)		(5,010,953	)		(63,202	)
Compensation expenses		(3,484,911	)		(245,000	)		(401,685	)		(4,131,596	)		(431,340	)
Asset management fees		-			(3,811,936	)		-			(3,811,936	)		-
Professional and contractor fees		(2,302,395	)		(224,925	)		(5,417,556	)		(7,944,876	)		(135,359	)
Stock-based compensation		(33,572	)		-			(26,648	)		(60,220	)		-
Other segment expenses (1)		(2,081,302	)		(382,004	)		(16,187,254	)		(18,650,560	)		(275,650	)
Gain from change in fair value of warrant liabilities		-			-			244,879,854			244,879,854			-
Interest expense and other income, net		(902,830	)		-			-			(902,830	)		-
Income (loss) from operations before provision for income tax	$	(3,805,781	)	$	(43,328,425	)	$	218,064,688		$	170,930,482		$	20,602

	CEA Industry Segment (Predecessor)			BNB Treasury Management Segment		Corporate		Total Consolidated
	Nine Months Ended January 31, 2025
	Retail and Industry Segment (Predecessor)			BNB Treasury Management Segment		Corporate		Total Consolidated
Total revenue, net	$	21,313,671		$	-	$	-	$	21,313,671
Cost of revenue		(13,824,712	)		-		-		(13,824,712	)
Advertising and marketing expenses		(490,008	)		-		-		(490,008	)
Compensation expenses		(2,440,943	)		-		-		(2,440,943	)
Professional and contractor fees		(436,684	)		-		-		(436,684	)
Other segment expenses (1)		(1,921,130	)		-		-		(1,921,130	)
Income (loss) from operations before provision for income tax	$	2,200,194		$	-	$	-	$	2,200,194

(1)

Includes other selling, general, and administrative expenses such as occupancy expenses, maintenance expenses, utilities, depreciation and amortization expenses. Starting in the second quarter of 2026, other segment items also include warrant issuance costs, insurance fees and advisory fees.

Note 20 – Subsequent Events

In accordance with ASC 855, Subsequent Events, the Company has evaluated all subsequent events through the date of issuance of these financial statements issued. No material subsequent events occurred after January 31, 2026.

PART II — OTHER INFORMATION

Item 6. Exhibits

EXHIBIT INDEX

Exhibit
Number		Description of Exhibit
3.1		Amended and Restated Bylaws, dated December 26, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 29, 2025).
10.6		Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed December 15, 2025).
10.7		Transition Agreement, dated March 16, 2026, by and between CEA Industries Inc., Abound LLC, and David Namdar (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed March 16, 2026).
31.1*		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *		Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Schema
101.CAL*		Inline XBRL Taxonomy Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Label Linkbase
101.PRE*		Inline XBRL Taxonomy Presentation Linkbase
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CEA INDUSTRIES INC.
	(the “Registrant”)


Dated: June 23, 2026	By:	/s/ David Namdar
		David Namdar
		Chief Executive Officer
		(Principal Executive Officer)

CEA Industries Inc. 10-Q/A